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What changed in RB GLOBAL INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of RB GLOBAL INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+388 added−521 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-28)

Top changes in RB GLOBAL INC.'s 2024 10-K

388 paragraphs added · 521 removed · 255 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

55 edited+37 added−63 removed21 unchanged
Biggest changeLogistics End-to-end transportation and customs clearance solution for sellers and buyers with shipping needs VeriTread Transport Online transportation marketplace, connecting shippers and carriers IAA Transport™ Integrated shipping solution allowing buyers to schedule shipment of vehicles during the checkout process IAA Tow App™ Mobile dispatch solution that assists the tow network Data Services Rouse Services The leading provider of construction equipment market intelligence CSAToday® Online reporting and analysis tool that gives sellers the ability to manage their vehicle assets and monitor sales performance IAA Market Value™ A solution for sellers looking to estimate the values of their vehicles based on user-provided information and historical auction data Parts Services SmartEquip Online marketplace connecting equipment owners with parts manufacturers Catastrophe Response Services Catastrophe (CAT) Services™ Industry-leading strategic catastrophe response service focused on real estate capacity, operational execution, transportation logistics and vehicle merchandising and selling Title Services IAA Title Services® Full suite of title services that facilitate the title documentation, settlement and retrieval process Contract options We offer consignors several contract options to meet their individual needs and sale objectives for selling used equipment or vehicles, which include: • Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate; • Fixed commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated fixed commission fee; • Guarantee commission contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level; and RB Global, Inc. 7 Table of Contents • Inventory contracts, where we purchase, take custody, and hold used equipment and other assets before they are resold in the ordinary course of business.
Biggest changeOur automated Vehicle Score model provides fast and accurate ratings based on photos taken at vehicle check-in, saving time and money IAA Vehicle Value™ A predictive model that uses machine learning and data mining methods to create an accurate, unbiased vehicle value Parts Services SmartEquip Online marketplace connecting equipment owners with parts manufacturers Catastrophe Response Services Catastrophe (CAT) Services™ Industry-leading strategic catastrophe response service focused on real estate capacity, operational execution, transportation logistics and vehicle merchandising and selling Title Services IAA Title Services® Full suite of title services that facilitate the title documentation, settlement and retrieval process IAA Loan Payoff™ Service that mitigates the time-consuming process of managing a total loss claim requiring loan payoff and title release DDI Technology Electronic title and registration services for vehicles dealers and lenders RB Global, Inc. 7 Table of Contents Contract options We offer consignors several contract options to meet their individual needs and sale objectives for selling assets, which include: • Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate; • Fixed fee commission contracts, where the consignor receives the gross proceeds from the sale less a fixed flat fee; and • Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level.
RB Global's portfolio of brands also includes Rouse Services, which provides complete end-to-end asset management, data-driven intelligence, and performance benchmarking system, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers and VeriTread, an online marketplace for heavy haul transport.
RB Global's portfolio of brands also includes Rouse, which provides complete end-to-end asset management, data-driven intelligence, and performance benchmarking system, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers and VeriTread, an online marketplace for heavy haul transport.
All full-time employees are encouraged to have development plans that focus on functional and career growth. We have curated tools and resources and developed training programs to provide our leaders and employees with the skills to grow successfully.
All full-time employees are encouraged to have development plans that focus on career growth. We have curated tools and resources and developed training programs to provide our leaders and employees with the skills to grow successfully.
Specifically, in a catastrophic event impacting our automotive sector customers, we can increase the speed of our response and avoid incremental operating costs by leveraging all our teammates and unused capacity across all of our locations. • Global buyer base and demand engine - Our global presence and sophisticated approach to driving buyer demand allows us to generate deep pools of liquidity for transactions, enabling global market pricing for commercial assets and vehicle sellers and helping to deliver the best price realization.
Specifically, in a catastrophic event impacting our automotive sector customers, we can increase the speed of our response and avoid incremental operating costs by leveraging all of our teammates and any unused capacity across our global network of locations. • Global buyer base and demand engine - Our global presence and sophisticated approach to driving buyer demand allows us to generate deep pools of liquidity for transactions, enabling global market pricing for commercial assets and vehicle sellers and helping to deliver the best price realization.
We provide our customers with leading tools and capabilities to deliver full life-cycle asset management for used equipment and vehicles. Revenue Mix Fluctuations Our revenue is comprised of service revenue and inventory sales revenue.
We provide our customers with leading tools and capabilities to deliver full life-cycle asset management for used equipment and vehicles. Revenue Mix Our revenue is comprised of service revenue and inventory sales revenue.
Our technology capabilities also deliver choices for our customers in the form of multiple channels for buyers and sellers, meeting customer’s asset management needs through information-rich software solutions and leveraging our rich data repository to drive strong sales and improved pricing decisions.
Our technology capabilities also deliver choices for our customers in the form of multiple channels for buyers and sellers, meeting customers’ asset management needs through information-rich software solutions and leveraging our rich data repository to drive strong sales and improved pricing decisions.
Inventory sales revenue relates to revenue earned through our inventory contracts and is recognized at the GTV of the assets sold, with the related cost recognized in cost of inventory sold. Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences.
Inventory sales revenue relates to revenue earned through our inventory contracts and is recognized as the GTV of the assets sold, with the related cost recognized in cost of inventory sold. Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences.
Additional information related to RB Global, Inc. is also available on SEDAR at www.sedar.com. As a Canada Business Corporations Act (“CBCA”) company with our principal place of business in Canada, U.S. civil liabilities may not be enforceable against us. Please see “Part I, Item 1A.
Additional information related to RB Global, Inc. is also available on SEDAR at www.sedar.com. As a Business Corporations Act (Ontario) (“OBCA”) company with our principal place of business in Canada, U.S. civil liabilities may not be enforceable against us. Please see “Part I, Item 1A.
We primarily compete with Copart, Inc., Total Resource Auctions, Inc., a subsidiary of Cox Enterprises, and certain independent used vehicle auction companies that regularly remarket damaged and total loss vehicles. We have contractual service level agreements and various supply agreements with our sellers, primarily automotive insurance customers.
We primarily compete with Copart, Inc., as well as with Total Resource Auctions, Inc., a subsidiary of Cox Enterprises, and certain other independent used vehicle auction companies that regularly remarket damaged and total loss vehicles. We have contractual service level agreements and various supply agreements with our sellers, primarily automotive insurance customers.
The role of technology in our business continues to evolve and becomes increasingly more important as our sellers and buyers adopt mobile and online channels to complete their transactions and fulfill their business needs. We continue to invest in technology to transition to a modern cloud-based architecture driven by microservices that allows for agility, flexibility and scalability of our solutions.
The role of technology in our business continues to evolve and becomes increasingly important, as our sellers and buyers adopt mobile and online channels to complete their transactions and fulfill their business needs. We continue to invest in technologies to transition to a modern cloud-based architecture, driven by microservices that allow for agility, flexibility and scalability of our solutions.
Our business model is built upon an extensive data ecosystem, proprietary analytics, data science techniques, and trusted customer relationships rooted in service and confidentiality. • Global presence - we achieve exceptional agility with our extensive global network of 354 locations, enabling us to be closer in proximity to our customers.
Our business model is built upon an extensive data ecosystem, proprietary analytics, data science techniques, and trusted customer relationships rooted in service and confidentiality. • Global presence - We achieve exceptional agility with our extensive global network of 311 locations, which enables us to be closer in proximity to our customers.
These laws often impose liability without regard to whether the owner or lessee or other person knew of, or was responsible for, the presence of such hazardous or toxic substances. • Worker health and safety, privacy of customer information, and the use, storage, discharge, and disposal of environmentally sensitive materials. • The acquisition and sale of totaled and recovered theft vehicles are regulated by state or other local motor vehicle departments in each of the locations in which we operate.
These laws often impose liability without regard to whether the owner or lessee or other person knew of, or was responsible for, the presence of such hazardous or toxic substances. • Worker health and safety, privacy of customer information, and the use, storage, discharge, and disposal of environmentally sensitive materials. • The acquisition and sale of totaled and recovered theft vehicles are regulated by state or other local motor vehicle departments in each of the locations in which we operate. • Some of the transport vehicles used at our marketplaces are regulated by the U.S.
Competitive Advantages • Global platform - Our global platform allows us to connect buyers and sellers, offer insights and value-added services for commercial assets and vehicles through our omnichannel marketplace, both digitally and through our auction sites in 14 countries. This omnichannel approach offers unmatched choice and flexibility, tailoring transaction solutions to suit our customers' diverse and changing needs.
Competitive Advantages • Global platform - Our global platform allows us to connect buyers and sellers, offer insights and value-added services for commercial assets and vehicles through our omnichannel marketplace, both digitally and through our auction sites worldwide. We offer unmatched choice and flexibility, tailoring transaction solutions to suit our customers' diverse and changing needs.
Available to a global buyer audience IAA Buy Now™ Online buy now format available between scheduled auctions, leveraging ML based pricing recommendations IAA Custom Bid™ Bidding tool that provides buyers focused on recycling the ability to set pre-bids in an auction based on vehicle attributes IAA Timed Auctions™ Timed auction format that allows for competitive bidding and sale prior to a scheduled auction Ritchie Bros.
Available to a global buyer audience IAA Buy Now™ Online buy now format available between scheduled auctions, leveraging ML based pricing recommendations IAA Custom Bid™ Bidding tool that provides buyers focused on recycling the ability to set pre-bids in an auction based on vehicle attributes IAA Timed Auctions™ Timed auction format that allows for competitive bidding and sale prior to a scheduled auction CSAToday® Online portal that gives sellers the ability to manage their vehicle assets and monitor sales performance Financial Services Ritchie Bros.
Inspections Truck and heavy equipment inspections IAA Inspection Services® Remote inspections and appraisals for salvage vehicles Listings Services Ritchie List Mascus Online equipment listing service and B2B dealer portal Refurbishing Services Ritchie Bros. Refurbishing Repair, paint, and other make-ready services Transportation & Logistics Services Ritchie Bros.
Inspections Truck and heavy equipment inspections IAA Inspection Services® Remote inspections and appraisals for salvage vehicles Listings Services Ritchie List, Mascus, Boom & Bucket Online equipment listing service , B2B dealer portal, and an online fixed price marketplace platform Refurbishing Services Ritchie Bros. Refurbishing Repair, paint, and other make-ready services Transportation Services Ritchie Bros.
In addition to the services listed in the table above, we also provide the following value-added services to our customers: • Conducting title searches, where registries are commercially available, to help ensure equipment sold through RB Global is free and clear of all liens and encumbrances (if we are not able to deliver clear title, we provide a full refund up to the purchase price to the buyer); • Making equipment available for inspection, testing, and comparison by prospective buyers; • Displaying high-quality, zoomable photographs of equipment on our website; • Providing 360-degree video inspection technology to increase buyer confidence in equipment being purchased; • Providing industry-leading professional equipment inspections and reports; • Providing free detailed equipment information on our website for most equipment; • Providing access to commercial transportation companies and customs brokerages through our logistical services; • Handling all pre-auction marketing, as well as collection and disbursement of proceeds; • Providing equipment sales and rental data intelligence and performance benchmarking solutions; and • Providing an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers.
In addition to the services listed in the table above, we also provide the following value-added services to our customers: • Title search services, where registries are commercially available, to help ensure equipment sold through RB Global is free and clear of all liens and encumbrances (if we are not able to deliver clear title, we provide a full refund up to the purchase price to the buyer); • Making equipment available for inspection, testing, and comparison by prospective buyers; • Displaying high-quality, zoomable photographs of equipment on our website; • Providing 360-degree video inspection technology to increase buyer confidence in equipment being purchased; • Providing industry-leading professional equipment inspections and reports; • Providing free detailed equipment information on our website for most equipment; • Providing access to commercial transportation companies and customs brokerages through our logistical services, and • Handling all pre-auction marketing, as well as collection and disbursement of proceeds.
Development and Engagement We believe that our people are our greatest asset and that engaged employees are paramount to the health and success of our business. We invest in a variety of training, development and engagement practices to deliver on our growth agenda and create more leaders. In 2023, RB Global invested $1.7 million in employee development (2022: $2.0 million).
Development and Engagement We believe that our people are our greatest asset and that engaged employees are paramount to the health and success of our business. We invest in a variety of training, development and engagement practices to deliver on our growth agenda and create more leaders. RB Global continues to invest in employee learning and development.
Department of Transportation or similar regulatory agencies in the other countries in which we operate. • In many states and provinces, regulations require that a damaged and total loss vehicle be forever “branded” with a salvage notice in order to notify prospective purchasers of the vehicle’s previous salvage status. • Some state, provincial and local regulations limit who can purchase damaged and total loss vehicles, as well as determine whether a damaged and total loss vehicle can be sold as rebuildable or must be sold for parts or scrap only. • We are subject to various local zoning requirements with regard to the location of our auction and storage facilities, which requirements vary from location to location. • We are indirectly subject to the regulations of the Consumer Financial Protection Act of 2010 due to our vendor relationships with financial institutions. • We deal with significant amounts of cash in our operations at certain locations and are subject to various reporting and anti-money laundering regulations.
Department of Transportation or similar regulatory agencies in the other countries in which we operate. • In many states and provinces, regulations require that a damaged and total loss vehicle be forever “branded” with a salvage notice in order to notify prospective purchasers of the vehicle’s previous salvage status. • Some state, provincial and local regulations limit who can purchase damaged and total loss vehicles, as well as determine whether a damaged and total loss vehicle can be sold as rebuildable or must be sold for parts or scrap only. • We are subject to various local zoning requirements with regard to the location of our auction and storage facilities, which requirements vary from location to location.
In addition, our Rouse Services business and brand is the leading provider of construction equipment rental metrics, benchmarks, and construction equipment valuations to lenders, RB Global, Inc. 5 Table of Contents rental companies, contractors, and dealers.
In addition, our Rouse Services ("Rouse") and brand is the leading provider of construction equipment rental metrics, benchmarks, and construction equipment valuations to lenders, rental companies, contractors, and dealers.
We also offer our customers a full spectrum of value-added services, such as transportation and logistics, appraisal, inspection, refurbishing, and financial services. • Trusted customer relationships - Our seasoned sales teams boast long-standing customer relationships, acting as trusted advisors.
We also offer our customers a full spectrum of value-added services, such as transportation and logistics, appraisal, inspection, refurbishing, titling, loan payoff, and financial services. • Trusted customer relationships - Our sales teams act as trusted advisors in their long-standing customer relationships.
We are in the development phase of providing our customers a modern unified payment system to process transaction solutions, as well as unite our various auction platforms to provide greater stability and simplify our processes.
We are in the deployment phase of providing our customers a modern unified payment system to process transaction solutions. We are also investing in the development of a new platform to unite our various auction platforms to provide greater stability and simplify our processes for buyers and sellers.
Our risk management process begins with an annual review of all incidents from the prior year to identify trends and assess whether we need to address findings through changes in our policies and procedures.
Our risk management process begins with an annual review of all incidents from the prior year to identify trends and assess whether we need to address findings through changes in our policies and procedures. In 2024, all auction sites completed monthly hazard assessments to identify risks and take the necessary corrective actions.
Our 2023 completion rate for the safety onboarding program was 93.2% (2022: 93.4%). We also have a risk management process to support our safety orientation programs and our health and safety commitment, which ensures that our employees are exposed to the lowest possible level of risk.
We also have a risk management process to support our safety orientation programs and our health and safety commitment, which ensures that our employees are exposed to the lowest possible level of risk.
We collectively refer to guarantee and inventory contracts as underwritten or “at-risk” contracts. Other value-added services We also provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers.
Other value-added services We also provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers.
We also offer the RB Global Ethics Hotline, which is operated by an independent third party and is always available from any location around the world, as a resource through, which anonymous concerns can be raised.
Our Code of Conduct contains guidelines for conducting business with the highest standards of ethical behavior. We also offer the RB Global Ethics Hotline, which is operated by an independent third party and is always available from any location around the world, as a resource through, which anonymous concerns can be raised.
We also periodically hire contractors as needed to support our auctions, various businesses, and other projects. Of our total full-time employees, 4,484 people work onsite at our auction sites to support our global operations and solution services (2022: 966) and 504 employees are focused on sales and solutions for our customers (2022: 421).
Approximately 5,200 of our full-time employees work at our auction and branch sites to support our operations and solution services and approximately 1,200 full-time employees are focused on sales and solutions for our customers. We also periodically hire contractors as needed to support our auctions, various businesses, and other projects.
Environmental, Social & Governance In 2023, RB Global continued to advance its Environmental, Social and Governance ("ESG") framework, which was developed in 2022, and also began to align its strategy with IAA's ESG program, which includes the integration of ESG approaches, resources, and capabilities.
Environmental, Social & Governance In 2024, RB Global continued to advance its Environmental, Social and Governance ("ESG") framework, which was developed in 2022 and subsequently aligned with IAA's ESG program in 2023, and which includes the integration of ESG approaches, resources, and capabilities. Our ESG framework remains instrumental in guiding our actions and driving our ESG progress.
To support our reporting and further meaningful action, we developed a baseline carbon inventory of Scopes 1 and 2 in 2022 and completed our Scope 3 inventory in 2023 using recognized standards such as the Greenhouse Gas ("GHG") protocol.
In 2024, we continued to take the opportunity to comprehensively evaluate our environmental impact, considering the impacts from the acquisition of IAA. In 2023, to support our reporting and take further meaningful action, we developed a baseline carbon inventory of Scopes 1, 2 and 3 inventory using recognized standards such as the Greenhouse Gas ("GHG") protocol.
RB Global, Inc. 6 Table of Contents Solution Brand(s) Description Transaction Solutions RB Auction Onsite and online marketplace for selling and buying used equipment IronPlanet Online marketplace for selling and buying used equipment Marketplace-E Online make offer/buy now format GovPlanet Online marketplace for the sale of government and military assets IAA AuctionNow™ Online auction bidding and buying solution, that features inventory located at physical branches and offsite locations.
RB Global, Inc. 6 Table of Contents Solution Brand(s) Description Transaction Solutions RB Auction Onsite and online marketplace for selling and buying used equipment IronPlanet Online marketplace for selling and buying used equipment Marketplace-E Online make offer/buy now format GovPlanet Online marketplace for the sale of government and military assets SalvageSale Full-service project management and salvage inventory support Ritchie Bros.
Some of our customers, including large fleet owners, may seek private sales instead of third-party transaction solutions. The market is constantly evolving and subject to change from new and existing competitors and technology-enabled selling solutions for sellers. In the automotive sector, our sellers are comprised of insurance and non-insurance customers seeking transaction solutions for their damaged or low-value vehicles.
The market is constantly evolving and subject to change driven by new and existing competitors and technology-enabled selling solutions for sellers. In the automotive sector, our sellers are comprised of primarily insurance companies seeking transaction solutions for their damaged or low-value vehicles.
Financial Services Loan origination service that uses a brokerage model to match loan applicants with appropriate financial lending institutions IAA Loan Payoff™ Service that mitigates the time-consuming process of managing a total loss claim requiring loan payoff and title release Appraisal Services Rouse Appraisals Unbiased, certified appraisal services Inspection Services Ritchie Bros.
Financial Services Loan origination service that uses a brokerage model to match loan applicants with appropriate financial lending institutions Appraisal Services Rouse Appraisals Unbiased, certified appraisal services Inspection Services Ritchie Bros.
ITEM 1: BUSINESS Company Overview RB Global, Inc. and its subsidiaries (collectively referred to as the “RB Global”, the “Company”, “we”, or “us”) (NYSE & TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform we facilitate transactions for customers in primarily the automotive, construction, and commercial transportation sectors.
ITEM 1: BUSINESS Company Overview RB Global, Inc. and its subsidiaries (collectively referred to as “RB Global”, the “Company”, "our", "us", or “we”) (NYSE & TSX: RBA) is a leading global marketplace that provides value-added insights, services, transaction solutions for buyers and sellers of commercial assets and vehicles worldwide.
Governance We believe in doing the right thing for everyone involved in our business and seek to do business with third parties who follow the same core values. This is reflected in our Code of Business Conduct and Ethics, which is delivered through annual training to our employees and supported by our third-party Ethics Hotline.
Governance We believe in doing the right thing for everyone involved in our business and seek to do business with third parties who follow the same core values.
We provide all of our employees access to virtual instructor-led courses as well as access to a library of over 3,000 online courses and resources. Our newsletter, which goes directly to all of our employees, promotes our successes, shares our news stories, highlights our people and encourages internal career opportunities.
We provide all of our employees access to virtual instructor-led courses, as well as access to a library of over 3,000 online courses and resources.
Our objective is to keep our people healthy and safe – to send everyone home, every day, the way they came to work. Our global Environmental, Health, Safety and Security ("EHSS") team is focused on creating a unified approach to policies, procedures and best practices with the goal of keeping our teammates and customers safe.
Our global Environmental, Health, Safety and Security ("EHSS") team is focused on creating a unified approach to policies, procedures and best practices with the goal of keeping our teammates and customers safe. The EHSS team is responsible for introducing operational updates to support our commitment to maintaining the highest level of environmental, health and safety standards.
The EHSS team is responsible for introducing operational updates to support our commitment to maintaining the highest level of environmental, health and safety standards. All new employees are required to complete a safety onboarding training that captures our health and safety programs, our policy statement and provides an overview of our global Employee Health and Safety (“EHS”) policies and expectations.
All new employees are required to complete a safety onboarding training that captures our health and safety programs, our policy statement and provides an overview of our global Employee Health and Safety (“EHSS”) policies and expectations. Our 2024 completion rate for the safety onboarding program was 97% (2023: 93%).
We measure our Total Recordable Injury Rate (“TRIR”), which is the number of reportable incidences per 100 full-time workers during the year. Our annual TRIR goal is to meet or do better by being below the industrial average.
In addition, we also require all of our global employees in operations to complete a mandatory annual safety training curriculum. We measure our Total Recordable Injury Rate (“TRIR”), which is the number of reportable incidences per 100 full-time workers during the year. Our annual TRIR goal is to be lower than the industrial average.
Environmental The Company is regulated by federal, state and international environmental laws governing the protection of the environment, health and safety, the use, transport and disposal of hazardous substances and control of emissions including greenhouse gases into the environment. Compliance with these existing laws has not had a material impact on our capital expenditures, earnings or global competitive position.
RB Global, Inc. 8 Table of Contents Environmental The Company is regulated by federal, state, local jurisdictions, and international environmental laws governing the protection of the environment, health and safety, the use, transport and disposal of hazardous substances and control of emissions including greenhouse gases into the environment.
We serve customers in more than 170 countries across a variety of sectors. • Brand - Our well-established brands are well recognized and have a loyal customer base. The Company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers.
The Company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers.
We continue to look for ways to create on the-job learning opportunities so that our employees feel invested and engaged. Employees are involved in strategic initiatives and finding ways to better serve our customers and each other. Health & Safety Safety is a top priority at RB Global and core to who we are.
Employees are involved in strategic initiatives and in finding ways to better serve our customers, and each other. Health & Safety Safety is a top priority at RB Global and core to who we are. Our objective is to keep our people healthy and safe – to send everyone home, every day, the way they came to work.
Competition We encounter different competitors by region, sector, and service across the entire suite of solutions we offer to our customers. Competition in the commercial construction and transportation sector for transaction solutions is highly fragmented geographically and by transaction format. We compete for sellers against online and physical auctioneers, brokers, OEMs and equipment dealers offering trade-in services.
Competition in our CC&T sector for transaction solutions is highly fragmented geographically and by transaction format. We compete for sellers against online and physical auctioneers, brokers, OEMs and equipment dealers offering trade-in services. Some of our customers, including large fleet owners, may seek private sales instead of third-party transaction solutions.
We also continue to provide opportunities to build engagement and foster connections on-site and within the hybrid world through numerous gatherings and social events across all offices following the acquisition of IAA. Ethical Conduct RB Global is committed to a culture of excellence.
Flexible Workplace We continue to provide flexible work arrangements - on-site, remote and hybrid - to our people based on the needs of our customers and businesses and encourage opportunities to build engagement and foster connections on-site and within the hybrid world through numerous gatherings and social events across all offices.
We accomplish this through building a community with strong values of responsibility and integrity, continued investment in training and development, and by creating an open environment where honest communications are the expectation – not the exception. Our Code of Conduct contains guidelines for conducting business with the highest standards of ethical behavior.
Ethical Conduct We are committed to a culture of excellence. We aim to build a community with strong values of responsibility and integrity, continue to invest in training and development, and to create an open environment where honest communications are the expectation – not the exception.
However, climate change initiatives and changing laws and regulations governing the environment may affect the supply of, the demand for, and the market values of equipment in the future.
Compliance with these existing laws has not had a material impact on our capital expenditures, earnings or global competitive position. However, climate change initiatives and changing laws and regulations governing the environment may affect the supply of, the demand for, and the market values of equipment in the future. Our business enables a circular economy of vehicles and equipment.
We continue our commitment to environmental management by ensuring availability of treatment systems to manage wastewater, a recycling system to promote waste management and air filtration systems when necessary. We also promote environmentally conscious facilities including vehicle electrification and electric vehicle charging stations at our sites and corporate offices.
We continue our commitment to environmental management by ensuring availability of treatment systems to manage wastewater, a recycling system to promote waste management and air filtration systems when necessary. Social Human Capital We employ approximately 7,800 full-time employees and approximately 890 part-time employees worldwide at December 31, 2024.
We take a long-term view, offering unparalleled solutions to simplify their experience and cultivate partnerships that span generations. • Data, insights and services - Rich data and analytics are a cornerstone to the best customer experience. We invest in data science to deliver asset value predictions, generate user leads, prioritize marketing investments, interpret price trends, and more.
We take a long-term view, offering clear transparent communication and unparalleled solutions to simplify our customers' experience and cultivate lasting partnerships. • Data, insights and services - Rich data and analytics are a cornerstone to providing the best customer experience.
The acquisition of IAA in 2023 significantly strengthened our geographic presence and increased the number of locations we have to service our customers. • Flexibility of yard space and teammates - Teammates working in different sectors can come together across multiple locations to meet our customers' needs when necessary.
This proximity helps minimize transportation costs and provides our customers with the choice of care, custody, and control of assets. • Flexibility of yard space and teammates - Teammates working across different businesses and sectors can come together across multiple locations to meet our customers' needs when necessary.
Proprietary algorithmic asset pricing is used internally to set target values and optimize marketplace operations and externally to provide our customers with real-time asset values.
We invest in data science to deliver asset value predictions, generate user leads, prioritize marketing investments, interpret price trends, and more. Proprietary machine vision technology combined with proprietary algorithmic asset pricing are used internally to set target values and optimize marketplace operations and externally to provide our customers with real-time asset values.
With the exception of our CEO, our Board of Directors consists of elected independent members. Oversight of our ESG enterprise strategy is provided by the Nominating and Corporate Governance Committee, while our ESG Steering Committee provides strategic direction and oversight of ESG across key business functions.
Oversight of our ESG enterprise strategy is provided by the Nominating and Corporate Governance Committee, while our global ELT provides strategic direction and oversight of ESG across key business functions. The Role of Technology Building a modern architecture on which we can scale and grow profitably is a core element of our growth strategy.
RB Global, Inc. 9 Table of Contents During 2023, we achieved the following objectives to strengthen the development and engagement of our people: • We continue to hold quarterly performance conversations to drive performance and ongoing engagement, with a simplified year-end review process without performance ratings to allow for more meaningful conversations about accomplishments, values and opportunities. • We began to offer a six week Transition to Leadership Program to newly promoted and first-time managers, so they can gain the practical know-how and confidence needed to inspire, delegate, and communicate effectively in their new role. • We piloted a new Mentorship Program to help provide mentorship support to employees and encourage employees to learn from connections and meaningful relationships with experienced leaders. • We integrated certain training programs as a result of our acquisition of IAA: ◦ a multi-course Customer Experience Program, culminated this year in a 3-tiered accreditation with each tier building on the last in skill level proficiency, and training application positively impacting Net Promoter Scores (NPS), and; ◦ a researched-based Future of Work training program to build a customer centric focus across the organization focused on building role specific skills, tailored to key frontline positions, and developing skills that stand up to our evolving business needs. • We continued to execute our strategy of the sales coverage model, where the sales teams are focused on existing, new, and long-tail customers.
RB Global, Inc. 9 Table of Contents During 2024, we achieved the following objectives to strengthen the development and engagement of our people: • We continue to hold quarterly performance conversations to drive performance and ongoing engagement, with a simplified year-end review process to allow for more meaningful conversations about accomplishments, values and opportunities. • We offer a six-week Leadership Foundations Program to newly promoted and first-time managers, to instill the confidence needed to inspire, delegate, and communicate effectively in their new role. • We launched a new self-service Mentorship Program to support and encourage employees to learn from connections and meaningful relationships with experienced leaders. • We continue to support the sales team's expanded sales coverage initiative through our sales bootcamps.
We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities. Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles.
Our customers are primarily automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles. Gross transaction value in our CC&T sector includes equipment needed for earth moving, lift and material handling, as well as vocational and commercial trucks and trailers. Our automotive sector includes all consumer automotive vehicles.
We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions. We have a global presence, primarily with operations in the United States, Canada and across Europe, and employ more than 7,900 full-time employees worldwide.
We have a global presence, with operations primarily in the United States, Canada, Australia and across Europe, and employ more than 7,800 full-time employees worldwide, of which approximately 67% are located in the United States.
Service revenue includes: (1) commissions where a pre-negotiated commission or fixed fee is earned from our consignors or sellers, (2) buyer fees earned at our auctions, online marketplaces, and private brokerage services, and (3) marketplace services fees earned from various services provided to buyers and sellers, which include ancillary, parts procurement, data, towing, logistics, inspection, appraisal, online listing, financing and title and liens processing services, as well as auction-related services such as documentation and title search services.
Our service revenue is comprised of the following: • Transactional seller revenue which includes commissions earned from consignors on the sale of consigned assets, as well as other fees earned from consignors to facilitate the sale of an asset such as towing to our yards, liens search, title processing and online listing and inspection fees. • Transactional buyer revenue which includes transaction fees based on a tiered structure earned from the purchasers of consigned assets and inventory, as well as other fees earned from buyers to complete the purchase of an asset, such as title processing, late pick-up, vehicle buyer platform registration and other administrative processing charges. • Marketplace services revenue which includes fees earned from various optional services provided to buyers, sellers, or other third-parties, such as transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.
We remain focused on technology enablement to transform the way we compete, the way we work and the way we leverage technology to drive future profitable growth.
In 2024, we also invested and acquired Boom & Bucket Inc, a digital fixed price marketplace which we can add to our portfolio of selling solutions. We remain focused on technology enablement to transform the way we leverage technology to drive future profitable growth.
Our performance against service level agreements and gross returns to drive the best net returns are critical areas of competition, and we are taking decisive steps to improve the consistency of over-delivering against these commitments.
RB Global, Inc. 4 Table of Contents Our performance against service level agreements and gross returns to drive optimal net returns is critical to our success as we compete.
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The Company changed its name from Ritchie Bros. Auctioneers Incorporated to RB Global, Inc. and moved its global headquarters to Westchester, Illinois, United States from Burnaby, British Columbia, Canada after the close of the acquisition of IAA in the first quarter of 2023.
Added
Through our auction sites in 14 countries and digital platforms, we serve customers and partners in approximately 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. We primarily facilitate transactions for customers in the automotive and commercial, construction and transportation ("CC&T") sectors.
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Business Combinations On March 20, 2023, we completed the acquisition of IAA, a leading global digital marketplace connecting vehicle buyers and sellers with operations throughout the United States, Canada, and the United Kingdom.
Added
The other sector primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business. Each respective sector includes salvage and non-salvage transactions.
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IAA facilitates the marketing and sale of total loss, damaged and low-value vehicles for a full spectrum of sellers, including insurance companies, dealerships, fleet lease and rental car companies and charitable organizations. Additionally, IAA serves a global buyer base with vehicles, vehicle rebuild requirements, replacement part inventory or scrap demand.
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Macroeconomic Conditions and Industry Trends Various macroeconomic conditions and trends, such as inflationary pressures and interest rate volatility, impact our business, gross transaction value and operating costs. In addition, our gross transaction value is impacted by the combination of unit volume growth and changes in average selling prices.
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As part of the acquisition, pursuant to the terms of an Agreement and Plan of Merger and Reorganization with IAA, IAA stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned (the “Exchange Ratio”).
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Global supply chain disruptions and strong demand for CC&T assets significantly impacted our customers' transaction behavior in recent years. The COVID-19 pandemic initially led to a shortage of new equipment, driving up prices of used assets in our marketplace and extending asset holding periods.
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As such, we paid approximately $1.7 billion in cash consideration and issued 70.3 million shares of our common stock to complete the acquisition. In addition, we repaid approximately $1.2 billion of IAA’s net debt and $500.0 million principal amount of its senior notes, and therefore acquired IAA debt free.
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This pent-up demand subsequently fueled a surge in transactions in 2023 which normalized in the second half of 2024 creating a challenging comparison for the full year.
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We expect that the acquisition of IAA will accelerate our journey to become the trusted global marketplace for transaction solutions, insights, and services as well as diversify our customer base by providing us with a significant presence in the automotive sector, an industry with strong fundamentals and proven secular growth.
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Our customers and partners continue to experience lower equipment utilization rates, weaker end market demand, a higher interest rate environment, and higher costs to acquire new assets, resulting in delays in replacing or adding assets to their existing asset base. These trends are contributing to a lower need for our customers to transact equipment.
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Additionally, our management team has experience in the automotive and insurance ecosystem, which we expect will improve and shape our customers' experiences. With enhanced scale and an expanded addressable market, we expect to be able to drive additional GTV growth through our platforms and auction sites, and consistently over-deliver on the commitments we make to our customers.
Added
In our automotive sector, the total number of accidents and the number of accidents deemed a total loss influence unit volume growth in the industry. The total number of accidents is a function of the number of vehicles in service and the aggregated number of miles driven.
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On January 3, 2023, we also acquired a 75% controlling interest in VeriTread LLC ("VeriTread") for a total purchase price of $32.4 million. VeriTread is a transportation technology company in the United States that provides an online marketplace solution for open deck transport, connecting shippers and service providers.
Added
Used automotive prices, the age, and the complexity of the design and technology content of vehicles, in combination with the cost of repair, are some of the factors that influence if a vehicle is deemed a total loss.
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The acquisition of VeriTread is also aligned with our growth strategy and we expect to benefit from anticipated synergies from applying their transportation platform, network of carriers, equipment database and services to our customer base.
Added
The current inflation spread between automotive repair and used vehicles is providing a productive environment for a higher number of vehicles deemed a total loss as a percent of total accidents, which is driving industry salvage unit volume growth.
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Further information regarding the business combinations are described in "Part II, Item 8: Financial Statements and Supplementary Data - Note 4 Business Combinations." Macroeconomic Conditions Various macroeconomic factors can impact the behaviors of our customers, our business and our operating results, including inflation, interest rate volatility and foreign currency fluctuations. • Inflation - We continue to experience inflationary pressures on our business through elevated operating costs. • Interest rates - Interest rate volatility may impact our customers' preferences around disposal services and their ability to finance equipment or other assets.
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Despite these positive trends, we have also seen used automotive prices remain fairly flat year over year, as pricing has normalized following the pandemic. Competition We encounter different competitors by region, sector, and service across the entire suite of solutions we offer to our partners and customers.
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We are also exposed to interest rate volatility on approximately $1.7 billion of our long-term debt that has floating rates. RB Global, Inc. 4 Table of Contents • Foreign currency - Foreign currency fluctuations may impact our global customers ability to buy and sell assets on our marketplace impacting our ability to generate revenue.
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We serve customers in approximately 170 countries across a variety of sectors and continuously source and cultivate new buyers around the world. • Brand - Our well-established brands are well recognized and have a loyal customer base.
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Additionally, foreign currency fluctuations could impact our financial results given that we earn revenue and operate globally across multiple countries and in different currencies.
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Growth Strategy The foundation of our growth strategy is to put our partners and customers first and over-deliver on our commitments. By doing this consistently, along with operational excellence, we expect to solidify our position as their trusted global partner for insights, services, and transaction solutions.
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On an annual basis, we expect the impact of fluctuations of currency on our revenues and operating expenses to largely offset and generally act as a natural hedge against exposure to fluctuations in the value of the U.S. dollar, our presentation currency.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe may also be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies in the future. Companies in the internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights.
Biggest changeCompanies in the internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings.
Damage to our reputation could harm our business. One of our founding principles is that we operate a fair and transparent business, and consistently act with integrity. Maintaining a positive reputation is key to our ability to attract and maintain customers, investors and employees. Damage to our reputation could cause significant harm to our business.
One of our founding principles is that we operate a fair and transparent business, and consistently act with integrity. Maintaining a positive reputation is key to our ability to attract and maintain customers, investors and employees. Damage to our reputation could cause significant harm to our business.
The indentures governing the 2023 Notes contain covenants that limit our ability in certain circumstances to: incur additional indebtedness (including guarantees thereof); incur or create liens on their assets securing indebtedness; make certain restricted payments; make certain investments; dispose of certain assets; allow certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; engage in certain transactions with affiliates; and consolidate, amalgamate or merge with or into other companies.
The indentures governing the Notes contain covenants that limit our ability in certain circumstances to: incur additional indebtedness (including guarantees thereof); incur or create liens on their assets securing indebtedness; make certain restricted payments; make certain investments; dispose of certain assets; allow certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; engage in certain transactions with affiliates; and consolidate, amalgamate or merge with or into other companies.
If we are not successful in meeting our customers’ expectations, our customer relationships could be negatively affected and result in a loss of future business, which would adversely affect our operating results and financial condition. IAA’s market position and competitive advantage could be threatened by our competitors and/or disruptive new entrants.
If we are not successful in meeting our customers’ expectations, our customer relationships could be negatively affected and result in a loss of future business, which would adversely affect our operating results and financial condition. Our market position and competitive advantage could be threatened by our competitors and/or disruptive new entrants.
The terms of the Credit Agreement and the 2023 Notes indentures contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our ability to borrow under our Credit Agreement is subject to compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant.
The terms of the Credit Agreement and the Notes indentures contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our ability to borrow under our Credit Agreement is subject to compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant.
Macroeconomic factors, including high fuel prices, high labor costs, rising inflation and changes in used car prices, may have an adverse effect on our revenues and operating results. Macroeconomic factors that affect oil prices and the vehicle and commodity markets can have adverse effects on our revenue and operating results.
Macroeconomic factors, including high fuel prices, high labor costs, inflation and changes in used car prices, may have an adverse effect on our revenues and operating results. Macroeconomic factors that affect oil prices and the vehicle and commodity markets can have adverse effects on our revenue and operating results.
There can be no assurance that IAA’s existing agreements will not be canceled or that we will be able to enter into future agreements on favorable terms with these suppliers. We work to develop strong relationships with our suppliers to better understand their needs.
There can be no assurance that our existing agreements will not be canceled or that we will be able to enter into future agreements on favorable terms with these suppliers. We work to develop strong relationships with our suppliers to better understand their needs.
Like most businesses with global operations, we are subject to the risk of certain global or regional adverse conditions, such as pandemics or other disease outbreaks, including COVID-19, or natural disasters including extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest fires or floods that could hinder our ability to conduct our scheduled auctions, restrict our customers’ travel patterns or their desire to attend auctions or impact our online operations, including disrupting the internet or mobile networks or one or more of our service providers.
Like most businesses with global operations, we are subject to the risk of certain global or regional adverse conditions, such as pandemics or other disease outbreaks, or natural disasters including extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest fires or floods that could hinder our ability to conduct our scheduled auctions, restrict our customers’ travel patterns or their desire to attend auctions or impact our online operations, including disrupting the internet or mobile networks or one or more of our service providers.
Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of licenses, laws and regulations governing auction sites, environmental protection, international trade and other matters.
Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of licenses, laws and regulations governing auction sites, environmental protection, international trade, tariffs and other matters.
We are governed by the CBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.
We are governed by the OBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.
If our ability, or the ability of our third party service partners, cloud computing providers or third party data center hosting facilities, to safeguard the reliability, integrity and confidentiality of our and their information technology systems is compromised, if unauthorized access is obtained to our systems or customers’, suppliers', counterparties' and employees' confidential information, or if authorized access is blocked or disabled, we may incur material reputational harm, legal exposure, or a negative financial impact.
If our ability, or the ability of our third party service partners, cloud computing providers or third party data center hosting facilities, to safeguard the reliability, integrity and confidentiality of our and their IT systems is compromised, if unauthorized access is obtained to our systems or customers’, suppliers', counterparties' and employees' confidential information, or if authorized access is blocked or disabled, we may incur material reputational harm, legal exposure, or a negative financial impact.
Any of these provisions, as well as certain provisions of the CBCA and applicable Canadian securities law, may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. U.S. civil liabilities may not be enforceable against us, our directors, or our officers.
Any of these provisions, as well as certain provisions of the OBCA and applicable Canadian securities law, may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. U.S. civil liabilities may not be enforceable against us, our directors, or our officers.
In addition, our by-laws contain provisions establishing that shareholders must give advance notice to us in circumstances where nominations of persons for election to our board of directors are made by our shareholders other than pursuant to either a requisition of a meeting made in accordance with the provisions of the CBCA or a shareholder proposal made in accordance with the provisions of the CBCA.
In addition, our by-laws contain provisions establishing that shareholders must give advance notice to us in circumstances where nominations of persons for election to our board of directors are made by our shareholders other than pursuant to either a requisition of a meeting made in accordance with the provisions of the OBCA or a shareholder proposal made in accordance with the provisions of the OBCA.
These regulations and laws may cover taxation, tariffs, user privacy, data protection, machine learning and automated decision making, pricing, content, intellectual property rights, electronic contracts, digital marketing communications, consumer protection, and the characteristics and quality of our disposition services.
These regulations and laws may cover taxation, tariffs, user privacy, data protection, machine learning and automated decision making, pricing, transaction processing, content, intellectual property rights, electronic contracts, digital marketing communications, consumer protection, and the characteristics and quality of our disposition services.
The availability and performance of our information technology ("IT") systems and infrastructure is critical to our business and continued growth. The satisfactory performance, reliability and availability of our websites, online bidding service, auction management systems, enterprise resource planning systems, transaction processing systems, network infrastructure and customer relationship management systems are important to our reputation, our business and our continued growth.
The availability and performance of our IT systems and infrastructure is critical to our business and continued growth. The satisfactory performance, reliability and availability of our websites, online bidding service, auction management systems, enterprise resource planning systems, transaction processing systems, network infrastructure and customer relationship management systems are important to our reputation, our business and our continued growth.
For instance, our articles of amalgamation authorize our board of directors to determine the designations, rights and restrictions to be attached to, and to issue an unlimited number of, junior preferred shares and senior preferred shares.
For instance, our articles of continuance authorize our board of directors to determine the designations, rights and restrictions to be attached to, and to issue an unlimited number of, junior preferred shares and senior preferred shares.
Other risks inherent in doing business internationally include, but are not limited to the following: (a) trade barriers, trade regulations, currency controls, import or export regulations, and other restrictions on doing business freely; (b) local labor, environmental, tax, and other laws and regulations, and the potential for adverse changes in such laws and regulations or the interpretations thereof; (c) difficulties in staffing and managing foreign operations; (d) economic, political, social or labor instability or unrest; (e) terrorism, war, hostage-taking, or military repression; (f) corruption; (g) expropriation and nationalization, or difficulties in enforcing or protecting RB Global, Inc. 25 Table of Contents our property rights, including with respect to intellectual property; (h) increased exposure to high rates of inflation; and (i) unpredictability as to litigation in foreign jurisdictions and enforcement of local laws.
Other risks inherent in doing business internationally include, but are not limited to the following: (a) trade barriers, trade regulations, currency controls, import or export regulations, tariffs and other restrictions on doing business freely; (b) local labor, environmental, tax, and other laws and regulations, and the potential for adverse changes in such laws and regulations or the interpretations thereof; (c) difficulties in staffing and managing foreign operations; (d) economic, political, social or labor instability or unrest; (e) terrorism, war, hostage-taking, or military repression; (f) corruption; (g) expropriation and nationalization, or difficulties in enforcing or protecting our property rights, including with respect to intellectual property; (h) increased exposure to high rates of inflation; and (i) unpredictability as to litigation in foreign jurisdictions and enforcement of local laws.
IAA faces significant competition for the supply of damaged and total loss vehicles and the buyers of those vehicles. IAA’s principal sources of competition historically have come from (1) direct competitors, (2) new entrants, including new vehicle remarketing venues, and (3) existing alternative vehicle remarketing venues, including used-vehicle auctions and certain salvage buyer groups.
We face significant competition for the supply of damaged and total loss vehicles and the buyers of those vehicles. IAA’s principal sources of competition historically have come from (1) direct competitors, (2) new entrants, including new vehicle remarketing venues, and (3) existing alternative vehicle remarketing venues, including used-vehicle auctions and certain salvage buyer groups.
If we purchase vehicles, the increased costs associated with acquiring the vehicles could have a material adverse effect on our gross profit margin and operating results. Vehicles sold under purchase agreements were approximately 5.4% of IAA’s vehicles sold both domestically and internationally for fiscal year 2023.
If we purchase vehicles, the increased costs associated with acquiring the vehicles could have a material adverse effect on our gross profit margin and operating results. Vehicles sold under purchase agreements were approximately 4.1% of IAA’s vehicles sold both domestically and internationally for fiscal year 2024.
In some instances, for example with the severe storms in August 2021 and September 2022 known as “Hurricane Ida” and “Hurricane Ian”, these events may result in a sharp influx in the available supply of damaged and total loss vehicles and there can be no assurance that our business will have sufficient resources to handle such extreme increases in supply.
In some instances, for example with the severe storm in September 2022 known as “Hurricane Ian”, these events may result in a sharp influx in the available supply of damaged and total loss vehicles and there can be no assurance that our business will have sufficient resources to handle such extreme increases in supply.
In addition, if we are found to have breached any such laws or regulations, we may be subject to enforcement actions that require us to change our practices, products and services, which may negatively impact our revenue, as well as expose us to liability through new or higher potential penalties and fines for non-compliance, civil and criminal penalties, and litigation for RB Global, Inc. 27 Table of Contents alleged violations, as well as adverse publicity that could cause our customers to lose trust in us and negatively impact our reputation and business in a manner that harms our financial position.
In addition, if we are found to have breached any such laws or regulations, we may be subject to enforcement actions that require us to change our practices, products and services, which may negatively impact our revenue, as well as expose us to liability through new or higher potential penalties and fines for non-compliance, civil and criminal penalties, and litigation for alleged violations, as well as adverse publicity that could cause our customers to lose trust in us and negatively impact our reputation and business in a manner that harms our financial position.
We continue to pursue a long-term growth strategy, including developing and enhancing an appropriate sales strategy, that contemplates upfront investments, including (i) investments in emerging markets that may not generate profitable growth in the near term, (ii) adding new business and information solutions, and (iii) developing our people.
We continue to pursue a long-term growth strategy that contemplates upfront investments, including (i) investments in emerging markets that may not generate profitable growth in the near term, (ii) adding new business and information solutions, and (iii) developing our people.
Due RB Global, Inc. 17 Table of Contents to the increasing use of the Internet and other technology as marketing and distribution channels, we may face increasing competition from online wholesale and retail marketplaces (generally without any meaningful physical presence) and from our own customers, including insurance companies, when they sell directly to end users through such platforms rather than remarket vehicles through our marketplaces.
Due to the increasing use of the Internet and other technology as marketing and distribution channels, we may face increasing competition from online wholesale and retail marketplaces (generally without any meaningful physical presence) and from our own customers, including insurance companies, when they sell directly to end users through such platforms rather than remarket vehicles through our marketplaces.
Governments around the world continue to propose and adopt new, or modify existing, laws and regulations addressing data privacy, data protection, data sovereignty and the processing of data, generally.
Governments and regulators around the world continue to propose and adopt new, or modify existing, laws, regulations and interpretative guidance addressing data privacy, data protection, data sovereignty and the processing of data, generally.
Certain provisions of our articles of amalgamation and by-laws, as well as certain provisions of the Canada Business Corporations Act (the “CBCA”) and applicable Canadian securities law, could discourage potential acquisition proposals, delay or prevent a change in control or materially adversely impact the price that certain investors might be willing to pay for our common shares.
Certain provisions of our articles of continuance and by-laws, as well as certain provisions of the Business Corporations Act (Ontario) (the “OBCA”) and applicable Canadian securities law, could discourage potential acquisition proposals, delay or prevent a change in control or materially adversely impact the price that certain investors might be willing to pay for our common shares.
At December 31, 2023, we have $3.1 billion of total debt outstanding, consisting of: • $1.7 billion under an amended credit agreement (the "Credit Agreement") entered into in December 2022 with a syndicate of lenders; and • $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028, and $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (together the "2023 Notes") There are no current drawings under our foreign credit facility, and we can borrow an additional $724.7 million under the Credit Agreement.
At December 31, 2024, we have $2.7 billion of total debt outstanding, consisting of: • $1.3 billion under an amended credit agreement (the "Credit Agreement") entered into in December 2022 with a syndicate of lenders; and • $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028, and $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (together the "Notes") There are no current drawings under our foreign credit facilities, and we can borrow an additional $705.9 million under the Credit Agreement.
Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for election to the board of directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it to be valid.
Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for RB Global, Inc. 27 Table of Contents election to the board of directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it to be valid.
We may also not be able to improve our systems and controls as a result of RB Global, Inc. 26 Table of Contents increased costs, technological challenges, or lack of qualified employees. A large component of our selling, general and administrative expenses is considered fixed costs that we will incur regardless of any GTV growth.
We may also not be able to improve our systems and controls as a result of increased costs, technological challenges, or lack of qualified employees. A large component of our selling, general and administrative expenses is considered fixed costs that we will incur regardless of any GTV growth.
RB Global, Inc. 30 Table of Contents If commission rates decline, or if our strategy to compete against our many competitors is not effective, our revenues, market share, financial condition and results of operations may be adversely impacted. We may be susceptible to loss of business if competing selling models become more appealing to customers.
If commission rates decline, or if our strategy to compete against our many competitors is not effective, our revenues, market share, financial condition and results of operations may be adversely impacted. We may be susceptible to loss of business if competing selling models become more appealing to customers.
Although we have tested our business continuity plan as part of the implementation, there can be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a significant interruption of our business.
Although we have tested our business continuity plan as part of the implementation, there can be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a significant interruption of our RB Global, Inc. 24 Table of Contents business.
Further, such a breach may require us to incur significant expenses to notify governmental agencies, individuals or other third parties pursuant to various privacy and security laws. The costs of mitigating cybersecurity risks are significant and are likely to increase in the future.
Further, such a breach may require us to incur significant expenses to notify governmental agencies, individuals or other third parties pursuant to various privacy and security laws. RB Global, Inc. 19 Table of Contents The costs of mitigating cybersecurity risks are significant and are likely to increase in the future.
RB Global, Inc. 23 Table of Contents Under some environmental laws, an owner, operator or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage.
Under some environmental laws, an owner, operator or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage.
As a result of this evolution, increasingly we interact with our customers RB Global, Inc. 21 Table of Contents across a variety of different channels, including live auction, online, through mobile technologies, including the Ritchie Bros. mobile app, social media, and inventory management systems.
As a result of this evolution, increasingly we interact with our customers across a variety of different channels, including live auction, online, through mobile technologies, including the Ritchie Bros. mobile app, social media, and inventory management systems.
The growth and performance of our business depends to a significant extent on the efforts and abilities of our employees. Many of our key employees have extensive experience with our business. These employees have knowledge and an understanding of our company and industry that cannot be readily duplicated.
The growth and performance of our business depends to a significant extent on the efforts and abilities of our employees. Many of our key employees have extensive experience with our business. These employees have knowledge and an understanding of our company RB Global, Inc. 20 Table of Contents and industry that cannot be readily duplicated.
As a public company, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal RB Global, Inc. 28 Table of Contents control over financial reporting identified by our management.
As a public company, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting identified by our management.
Such a license may be unavailable or may require us to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
We also might be required to seek a license for third-party intellectual property. Such a license may be unavailable or may require us to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
Our failure to meet our customers’ demands in such situations could negatively affect our relationships with such customers and result in a loss of future business, which would adversely affect our operating results and financial condition.
Our failure to meet our customers’ demands in such situations could negatively affect our relationships with such customers and result in a loss of RB Global, Inc. 15 Table of Contents future business, which would adversely affect our operating results and financial condition.
We are governed by the CBCA and our principal place of business is in Canada. Many of our directors and officers reside outside of the United States, and all or a substantial portion of their assets, as well as a substantial portion of our assets, are located outside the United States.
We are governed by the OBCA and a portion of our business is in Canada. Certain of our directors and officers reside outside of the United States, and all or a substantial portion of their assets, as well as a substantial portion of our assets, are located outside the United States.
A sustained reduction in used-vehicle pricing could result in lower proceeds from the sale of damaged and total loss vehicles and a related reduction in revenue per vehicle, a RB Global, Inc. 19 Table of Contents potential loss of consignors and decreased profitability.
A sustained reduction in used-vehicle pricing could result in lower proceeds from the sale of damaged and total loss vehicles and a related reduction in revenue per vehicle, a potential loss of consignors and decreased profitability.
We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010, or the U.K.
We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA RB Global, Inc. 22 Table of Contents PATRIOT Act, the United Kingdom Bribery Act of 2010, or the U.K.
We regard our proprietary technologies and intellectual property as integral to our success. We protect our proprietary technology through a combination of trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and trademark laws. We are the registered owners of many Internet domain names internationally.
We protect our proprietary technology through a combination of trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and trademark laws. We are the registered owners of many Internet domain names internationally.
In addition, declines in used car prices, especially if they occur faster than anticipated, can lead to a significant gap between pre-accident value and sales price, which IAA recently experienced with respect to its UK business. A significant change in used-vehicle prices could impact the proceeds and revenue from the sale of damaged and total loss vehicles.
In addition, declines in used car prices, especially if they occur faster than anticipated, can lead to a significant gap between pre-accident value and sales price. A significant change in used-vehicle prices could impact the proceeds and revenue from the sale of damaged and total loss vehicles.
RB Global, Inc. 24 Table of Contents Our global operations are subject to tax interpretations, regulations, and legislation in the numerous jurisdictions in which we operate, all of which are subject to continual change.
Our global operations are subject to tax interpretations, regulations, and legislation in the numerous jurisdictions in which we operate, all of which are subject to continual change.
Generally, institutional and dealer suppliers make non-binding long-term commitments to IAA regarding consignment volumes. Changes in the consignment patterns of our key suppliers could have a material adverse effect on our business and operations. There are many factors that can adversely affect volume from suppliers, many of which are beyond our control.
Generally, institutional and dealer suppliers make non-binding long-term commitments with us regarding consignment volumes. Changes in the consignment patterns of our key suppliers could have a material adverse effect on our business and operations. There RB Global, Inc. 13 Table of Contents are many factors that can adversely affect volume from suppliers, many of which are beyond our control.
Most of IAA’s salvage auction vehicle facilities are leased. The termination or expiration of leases at existing facilities may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close the facilities.
The termination or expiration of leases at existing facilities may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close the facilities.
Harm to our reputation could arise in a number of ways, including, but not limited to, employee conduct which is not aligned with our Code of Business Conduct and Ethics (and associated Company policies around RB Global, Inc. 20 Table of Contents behavioral expectations) or our Company’s core values, safety incidents, failure to maintain customer service standards, loss of trust in the fairness of our sales processes, and other technology or compliance failures.
Harm to our reputation could arise in a number of ways, including, but not limited to, employee conduct which is not aligned with our Code of Business Conduct and Ethics (and associated Company policies around behavioral expectations) or our Company’s core values, safety incidents, failure to maintain customer service standards, loss of trust in the fairness of our sales processes, the types of assets that we choose or are obligated to sell, and other technology or compliance failures.
Significant increases in the cost of fuel, whether due to inflationary pressures, the current war between Ukraine and Russia or Israel and Hamas or otherwise, could lead to a reduction in miles driven per car and a reduction in accident rates.
Significant increases in the cost of fuel, whether due to inflationary pressures or otherwise, could lead to a reduction in miles driven per car and a reduction in accident rates.
Additionally, if any of our third-party technology providers violate applicable laws or our contracts or policies, such violations may also put our customers’ information at risk and could in turn have a material and adverse effect on our business. These issues are likely to become costlier as we grow.
Additionally, if any of our third-party technology providers violate applicable laws or our contracts or policies, such violations may also put our customers’ information at risk and could in turn have a material and adverse effect on our business.
We may incur substantial additional indebtedness in the future. The terms of the Credit Agreement and the indentures governing the Notes will limit, but not prohibit, us from incurring additional indebtedness.
The terms of the Credit Agreement and the indentures governing the Notes will limit, but not prohibit, us from incurring additional indebtedness.
RB Global, Inc. 31 Table of Contents We are governed by the corporate laws of Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
We are governed by the corporate laws of Ontario, Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
International bidders and consignors could be deterred from participating in our auctions if governmental bodies impose additional export or import regulations or additional duties, taxes or other charges on exports or imports. Reduced participation by international bidders and consignors could reduce GTV and harm our business, financial condition and results of operations.
International bidders and consignors could be deterred from participating in our auctions if governmental bodies impose additional export or import regulations or additional duties, taxes or other charges on exports or imports.
The outcome and impact of such litigation cannot be predicted with certainty, but regardless of the outcome, these proceedings can have an adverse impact on us because of legal costs, diversion of management resources and other factors.
We are subject to general litigation and other claims that arise in the ordinary course of our business. The outcome and impact of such litigation cannot be predicted with certainty, but regardless of the outcome, these proceedings can have an adverse impact on us because of legal costs, diversion of management resources and other factors.
Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our resources.
Effective patent, copyright, trademark, service mark, trade secret, and domain name protection is time-consuming and expensive to maintain. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our resources.
Our business and results of operations would be particularly harmed if, for any reason, access to our online bidding service was lost or its functionality degraded, especially if such impact to the service prevented internet bidders from effectively participating in one of our auctions.
Our business and results of operations would be particularly harmed if, for any reason, access to our online bidding service was lost or its functionality degraded.
Auctioneers (International) Ltd., asserting that one of its Luxembourg subsidiaries was resident in Canada from 2010 to 2015 and that its worldwide income should be subject to Canadian income taxation.
The CRA is asserting that one of the Company’s Luxembourg subsidiaries which was in operation from 2010 to 2020 was a resident in Canada from 2010 through 2015 and that its worldwide income should be subject to Canadian income taxation.
In addition, in connection with acquisitions, we have assumed, and may assume in connection with future acquisitions, certain potential liabilities. To the extent such liabilities are not identified by us or to the extent indemnifications obtained from third parties are insufficient to cover such liabilities, these liabilities could have a material adverse effect on our business.
To the extent such liabilities are not identified by us or to the extent indemnifications obtained from third parties are insufficient to cover such liabilities, these liabilities could have a material adverse effect on our business. Damage to our reputation could harm our business.
It is not always clear how existing laws governing issues such as property transfers, digital, sales and similar taxes, intellectual property rights, and user privacy and data protection apply to digital commerce and online services. Changes to laws, rules and regulations and unfavorable resolution of these issues may harm our business and results of operations.
It is not always clear how existing laws governing issues such as property transfers, digital, sales and similar taxes, intellectual property rights, and user privacy and data protection apply to digital commerce RB Global, Inc. 18 Table of Contents and online services.
In addition, our leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general.
These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general. We may incur substantial additional indebtedness in the future.
We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operations. Local land use and zoning regulations, environmental regulations and other regulatory requirements may impact our ability to find suitable locations and influence the cost of our operations.
We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operations.
If we are required to indemnify KAR, or if we are not able to collect on indemnification rights from KAR, our financial condition, liquidity or results of operations could be materially and adversely affected. We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result.
If we are required to indemnify KAR, or if we are not able to collect on indemnification rights from KAR, our financial condition, liquidity or results of operations could be materially and adversely affected.
Climate change initiatives, including significant changes to engine emission standards applicable to equipment, may also adversely affect the supply of, demand for our market values of equipment. Risk Related to Our Organization and Governance Our articles, by-laws, shareholder rights plan and Canadian law contain provisions that may have the effect of delaying or preventing a change in control.
Risk Related to Our Organization and Governance Our articles, by-laws, shareholder rights plan and applicable Canadian provincial and federal law contain provisions that may have the effect of delaying or preventing a change in control.
We may not be successful in identifying appropriate acquisition candidates, consummating acquisitions on satisfactory terms or integrating any newly acquired or expanded business with our current operations. Additionally, significant costs may be incurred in connection with any acquisition and our integration of such businesses with our business, including legal, accounting, financial advisory and other costs.
We may not be successful in identifying appropriate acquisition candidates, consummating acquisitions on satisfactory terms or integrating any newly acquired or expanded business with our current operations.
IAA has established long-term relationships with virtually all of the major automobile insurance companies. During fiscal 2023, with the acquisition of IAA, approximately 19% of our consolidated revenues was associated with vehicles supplied by the Company's three largest provider customers. IAA’s agreements with insurance company suppliers are generally subject to cancellation by either party upon 30 to 90 days’ notice.
During fiscal 2024, approximately 22% of our consolidated revenues were associated with vehicles supplied by the Company's three largest supplier customers. Our agreements with insurance company suppliers are generally subject to cancellation by either party upon 30 to 90 days’ notice.
If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated revenues or expenses will result in increased U.S. dollar denominated revenues and expenses.
The results of operations of our foreign subsidiaries are translated from local currency into U.S. dollars for financial reporting purposes. If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated revenues or expenses will result in increased U.S. dollar denominated revenues and expenses.
Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property.
Many potential litigants, including some patent-holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights. Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights.
To the extent we are unable to pass these costs on to our RB Global, Inc. 18 Table of Contents customers, the increase in prices charged by our independent subhaulers and trucking fleet operators and the increase in labor costs could negatively impact our profitability.
To the extent we are unable to pass these costs on to our customers, the increase in prices charged by our independent subhaulers and trucking fleet operators and the increase in labor costs could negatively impact our profitability. Volatility in salvage car prices could have a material adverse effect on our revenues in future periods.
RB Global, Inc. 29 Table of Contents Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of our funded debt.
Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of our funded debt. We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant portion of our outstanding indebtedness.
With the acquisition of IAA, our business depends on suppliers of damaged, total loss and low-value vehicles. Approximately one-third of IAA’s revenue is associated with vehicles supplied by suppliers or sellers. IAA’s vehicle suppliers include insurance companies, used-vehicle dealers, rental car and fleet lease companies, auto lenders and charitable organizations, among others.
Our business depends on suppliers of damaged, total loss and low-value vehicles. Our vehicle suppliers include insurance companies, used-vehicle dealers, rental car and fleet lease companies, auto lenders and charitable organizations, among others. We have established long-term relationships with virtually all of the major automobile insurance companies.
We cannot be certain that we will be able to prevent unauthorized use of our technology or infringement or misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights. Effective patent, copyright, trademark, service mark, trade secret, and domain name protection is time-consuming and expensive to maintain.
We cannot be certain that we will be able to prevent unauthorized use of our technology or RB Global, Inc. 26 Table of Contents infringement or misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights.
We may be required to integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar. Difficulties associated with the integration of acquired businesses could have a material adverse effect on our business.
Integration may also be difficult, unpredictable and subject to delay because of possible company culture conflicts and different opinions on future business development. We may be required to integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar.
We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations. We are subject to general litigation and other claims that arise in the ordinary course of our business.
We cannot guarantee that any future business acquisitions will be pursued, that any acquisitions that are pursued will be consummated, or that we will achieve the anticipated benefits of completed acquisitions. We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations.
In addition, our limited control over our customers may affect the security and integrity of our IT systems and create financial or legal exposure.
There can be no assurance that impacts from these incidents will not be material or significant in the future. In addition, our limited control over our customers may affect the security and integrity of our IT systems and create financial, reputational or legal exposure.
We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets. Although we report our financial results in U.S. dollars, a significant portion of our revenues and expenses are generated outside the U.S., primarily in currencies other than the U.S. dollar.
Although we report our financial results in U.S. dollars, a significant portion of our revenues and expenses are generated outside the U.S., primarily in currencies other than the U.S. dollar. In particular, a significant portion of our revenues are earned, and expenses incurred, in the Canadian dollar and the Euro.
The fact that we operate internationally increases our exposure in this regard given the multiple forms of taxation imposed upon us. Further and more generally, there has been increased political, media and tax authority focus on taxation in recent years; the intent of which appears to be to enhance transparency and address perceived tax avoidance.
Further and more generally, there has been increased political, media and tax authority focus on taxation in recent years; the intent of which appears to be to enhance transparency and address perceived tax avoidance. As such, in addition to tax risk from a financial perspective, our activities may expose us to reputational risk.
Any changes to the estimated payment amount as a result of the settlement of the matter could be material and any such payment or our inability to resolve the dispute in a timely manner may adversely affect our business. See Part II, Item 8: Financial Statements and Supplementary Data - Note 27 Contingencies for further information.
Any changes to the estimated payment amount as a result of the settlement of the matter could be material and any such payment or our RB Global, Inc. 23 Table of Contents inability to resolve the dispute in a timely manner may adversely affect our results of operations.
The Canada Revenue Agency (“CRA”) has been conducting audits for our 2014, 2015, 2018, 2019 and 2020 taxation years. On February 13, 2023, the CRA issued a proposal letter to Ritchie Bros.
The Canada Revenue Agency (“CRA”) has been conducting audits for our 2014, 2015, 2020 and 2021 taxation years.
We have acquired, and may continue to acquire, businesses that have previously operated independently from us. The integration of our operations with those of acquired businesses, including IAA, is intended to result in financial and operational benefits, including certain tax and run-rate synergies.
The integration of our operations with those of acquired businesses, including IAA, is intended to result in financial and operational benefits, including certain tax and run-rate synergies. There can be no assurance, however, regarding when or the extent to which we will be able to realize these and other benefits.
Ransomware attacks are becoming increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of data and income, reputational loss, and diversion of funds.
Ransomware attacks are increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of data and income, reputational loss, and diversion of funds. Further, breaches experienced by other companies may also be leveraged against us and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent.
If we were liable for a significant number of fraudulent transactions or unable to accept payment cards, our results of operations would be materially and adversely affected.
If we were liable for a significant number of fraudulent transactions or unable to accept payment cards, our results of operations would be materially and adversely affected. Bad actors may also create fake websites or misleading communications that mimic our branding, product offerings, or invoicing systems, thereby deceiving customers into making purchases that they believe are legitimate.
In addition, our ability to withstand competitive pressures and to react to changes in our industry, including both the live and online auction industry, could be impaired. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.
In addition, our ability to withstand competitive pressures and to react to changes in our industry, including both the live and online auction industry, could be impaired.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis does not guarantee that future incidents or threats will not RB Global, Inc. 32 Table of Contents have a material impact, or that we or our third-party providers are not currently the subject of an undetected incident or threat that may have such an impact.
Biggest changeThis does not guarantee that future incidents or threats will not have a material impact, or that we or our third-party providers are not currently the subject of an undetected incident or threat that may have such an impact. For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K.
We also continue to invest in dedicated information security resources and technology to strengthen our programs and controls around people and processes. In the event of a cybersecurity incident, we have established an incident response and breach management process led by our Chief Information Security Officer ("CISO") with the support of leaders from our legal, operations, and risk management departments.
We also continue to invest in dedicated information security resources and technology to strengthen our programs and controls around people and processes. In the event of a cybersecurity incident, we have established an incident response and breach management process led by our CISO with the support of leaders from our legal, operations, and risk management departments.
Cybersecurity risks are identified through various means, including internal assessments of information technology initiatives and systems, cybersecurity assessments of third party providers, penetration testing using third party tools and techniques to test technical controls, vulnerability identification and management procedures, and monitoring emerging threat intelligence, as well as emerging laws and regulations.
Cybersecurity risks are identified through various means, including internal assessments of IT initiatives and systems, cybersecurity assessments of third party providers, penetration testing using third party tools and techniques to test technical controls, vulnerability identification and management procedures, and monitoring emerging threat intelligence, as well as emerging laws and regulations.
Our Audit Committee reviews the Company’s cybersecurity strategy and readiness at least annually and receives a quarterly, or more often as needed, briefing from our Chief Product and Technology Officer ("CPTO") and CISO on cybersecurity matters and key performance indicators relating to the security program.
Our Audit Committee reviews the Company’s cybersecurity strategy and readiness at least annually and receives a quarterly, or more often as needed, briefing from our Chief Technology Officer ("CTO") and CISO on cybersecurity matters and key performance indicators relating to the security program.
Additionally, management has established two cross-functional committees made up of appropriate personnel throughout the Company, the Data Privacy Committee ("DPC") and the Security Steering Committee ("SSC"), to frame, review and guide our processes.
RB Global, Inc. 28 Table of Contents Additionally, management has established two cross-functional committees made up of appropriate personnel throughout the Company, the Data Privacy Committee ("DPC") and the Security Steering Committee ("SSC"), to frame, review and guide our processes.
These individuals remain informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity threats and incidents through their participation in, the cybersecurity risk management and strategy processes and their participation in the management committees described above.
He holds an undergraduate degree in accounting and information systems and several designations, including a certification in risk management assurance. These individuals remain informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity threats and incidents through their leadership of the cybersecurity risk management and strategy processes and management committees described above.
For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report on Form 10-K. Governance The Board of Directors and management are actively involved and play an important part in the oversight of cybersecurity threats and incidents.
Governance The Board of Directors and management are actively involved and play an important part in the oversight of cybersecurity threats and incidents.
Removed
At the management level, our cybersecurity risk management and strategy processes are overseen by leaders from our Information Security, Information Technology, Product Management, Risk Management and Legal teams, including our CISO and CPTO. Such individuals have substantial work experience in roles involving information technology, including security, network management, application and systems engineering and architecture.
Added
The SSC is comprised of our Chief Technology Officer ("CTO"), our Chief Information Security Officer ("CISO"), and other IT leaders, as well as representatives from Risk Management, Product Management, Human Resources and Legal.
Added
At the management level, our cybersecurity risk management and strategy processes are overseen by the Company's CTO, CISO and VP, Global Internal Audit and Enterprise Risk Management with ongoing feedback and risk reduction initiative support from the SSC. The committee generally meets quarterly to discuss operational cybersecurity risks and associated remediation efforts.
Added
The Company's CTO and CISO each have substantial work experience in roles involving IT, including security, network management, application and systems engineering and architecture. Our CTO has served in various roles in IT for more than 20 years, including most recently serving as the Sr.
Added
Vice President of Product Engineering from 2021 to 2023, and VP, Digital from 2020 to 2021 at a large public retail company where she played a leading role in the retailer's technology transformation. She holds an undergraduate degree in industrial engineering.
Added
The Company's CISO has served in various roles in IT and information security for more than 20 years across a number of industries, including financial and investment management, human resources consulting, and consumer data intelligence. Most recently, in addition to his role as the Company's CISO, he served as our VP, Information Technology since 2017.
Added
Over the past 5 years, he has sat on various industry CISO advisory boards and currently sits on two advisory boards for companies transforming security operations through artificial intelligence and enriched security data management solutions. He also holds an undergraduate diploma in computer systems networking and telecommunications and several certifications, including a certification in computer hacking forensic investigation.
Added
Our VP, Global Internal Audit and Enterprise Risk Management has 25 years of experience in auditing internal controls and risk management.
Added
Most recently, he served as IAA's VP, Internal Audit since 2022 up until the Company's acquisition of IAA and as Global Director, Finance & Internal Controls from 2020 to 2022 of a large medical waste disposal and RB Global, Inc. 29 Table of Contents secure information destruction business.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and facilities. Capacity at our facilities varies from period to period and by region as a result of various factors, including natural disasters.
Biggest changeWe regularly evaluate our capacity in all markets to ensure our administrative offices and operating facilities continue to meet our varied and extensive needs and allow us to conduct our operations to the best of our abilities. Where appropriate, we will increase our capacity through the acquisition of additional land and facilities, either through purchase or lease.
ITEM 2: PROPERTIES We own and lease various properties globally, primarily in the United States, Canada, United Kingdom, and Australia. We use the properties for our operations, primarily as auction sites and for storage purposes, and as administrative offices, which support our various businesses and brands.
ITEM 2: PROPERTIES We own and lease various properties globally, primarily in the United States, Canada, Australia, and Europe, including in the United Kingdom. We use the properties for our operations, primarily as auction sites, branches and for storage, as well as for administrative offices, which support our various businesses and brands.
Some of our locations are auction sites, and our proximity benefits our sellers who prefer to drop off their assets on the premises where we offer “care, custody and control", and also benefits our buyers who prefer to inspect and interact with the assets prior to bidding.
The close proximity of our locations to large metropolitan areas benefits our sellers who prefer to drop off their assets at our auction sites, where we offer care, custody and control, as well as our buyers who prefer to physically inspect an asset prior to bidding.
After the acquisition of IAA on March 20, 2023, we changed our headquarters from Burnaby, Canada to Westchester, Illinois, United States, which is held through a lease until 2027. We also lease other administrative offices in the United States, Canada and the Netherlands. In total, we lease approximately 639,000 square feet of administrative office space.
We are headquartered in Westchester, Illinois, United States, which is held through a lease until 2027. We also lease other administrative offices primarily in the United States, Canada, and the Netherlands. In total, we lease over 1 million square feet of administrative office space around the world.
To support our customers and our operations in catastrophe events, we also hold agreements that give us the option to lease specific properties within certain timeframes, should a catastrophic weather event occur close to these locations. The total acreage for these agreements is approximately 1,600 acres.
To support our partners, customers and operations during catastrophic events, we also hold agreements that give us the option to lease and use certain properties totaling approximately 2,000 acres within certain timeframes, as necessary.
The table below sets forth a summary of our owned and leased properties for operations, by region and acreage, at December 31, 2023: Location Number of Locations Owned Acreage Leased Acreage United States 242 3,052 6,356 Canada 29 871 353 International 35 748 283 Total 306 4,671 6,992 In addition, we lease two warehouses in the United States to support our GovPlanet operations.
The table below sets forth a summary of our owned and leased properties for operations, by region and acreage, at December 31, 2024: Location Number of Locations Owned Acreage Leased Acreage United States 246 3,704 7,377 Canada 30 884 539 International 35 788 248 Total 311 5,376 8,164 During 2024, primarily in our automotive sector, we opened 5 new operating locations in the United States and Canada and expanded some of our existing locations to support additional operating activities.
In addition, we expect that our wide network of auction sites, and their proximity to major cities, helps enhance our services in the automotive sector by improving our agility to respond during catastrophic events while reducing our incremental costs. We believe that our administrative offices and operating facilities are adequate and suitable to conduct our operations.
Our wide network of auction sites and their proximity to major cities further allows us to respond quickly during catastrophic events, and deliver on our commitments to insurance companies, while reducing our incremental costs.
Removed
We own and lease operating facilities primarily in the United States.
Added
We have operating locations in 50 large metropolitan areas in the United States and Canada, in all 50 states in the United States and in 9 out of the 13 Canadian provinces and territories.
Removed
We generally attempt to establish locations that store commercial assets and vehicles in industrial areas close to major cities.
Added
Additionally, we converted 13 previously leased properties to owned properties, primarily through lease buyouts. To support our GovPlanet operations, we also lease two warehouses in addition to the above.
Removed
RB Global, Inc. 33 Table of Contents In 2023, many of our employees continued to work remotely . The longer-term strategy with respect to our administrative offices and auction sites will reflect on-going review of business and customer needs, as well as consider employee preferences.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCompany / index 2018 2019 2020 2021 2022 2023 RBA (NYSE) $ 100.0 $ 133.9 $ 220.5 $ 197.0 $ 189.3 $ 227.5 Russell 2000 $ 100.0 $ 125.5 $ 150.5 $ 172.7 $ 137.4 $ 160.6 S&P/TSX $ 100.0 $ 122.9 $ 129.8 $ 162.4 $ 153.1 $ 171.2 DJIA $ 100.0 $ 125.3 $ 137.5 $ 166.3 $ 154.9 $ 180.0 RB Global, Inc. 36 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the Company’s equity compensation plans at December 31, 2023.
Biggest changeCompany / index 2019 2020 2021 2022 2023 2024 RBA (NYSE) $ 100.0 $ 164.6 $ 147.1 $ 141.4 $ 169.9 $ 232.3 Russell 2000 $ 100.0 $ 119.9 $ 137.7 $ 109.5 $ 128.0 $ 142.7 S&P/TSX $ 100.0 $ 105.6 $ 132.2 $ 124.6 $ 139.3 $ 169.5 DJIA $ 100.0 $ 109.7 $ 132.7 $ 123.6 $ 143.6 $ 165.1 RB Global, Inc. 32 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the Company’s equity compensation plans at December 31, 2024.
We currently intend to continue to declare and pay a regular quarterly cash dividend on our common shares; however, any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors, after considering our operating results, financial condition, cash requirements, financing agreement restrictions and any other factors our Board of Directors may deem relevant.
We intend to continue to declare and pay a regular quarterly cash dividend on our common shares; however, any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors, after considering our operating results, financial condition, cash requirements, financing agreement restrictions and any other factors our Board of Directors may deem relevant.
Resident Holder who is a beneficial owner of a dividend will generally be subject to Canadian withholding tax at the rate of 15% of the gross amount of such dividend, unless the beneficial owner is a company which owns (or is deemed under the Convention to RB Global, Inc. 38 Table of Contents own) at least 10% of the voting shares of RB Global at that time, in which case the rate of Canadian withholding tax is generally reduced to 5%.
Resident Holder who is a beneficial owner of a dividend will generally be subject to Canadian withholding tax at the rate of 15% of the gross amount of such dividend, unless the beneficial owner is a company which owns (or is deemed under the Convention to own) at least 10% of the voting shares of RB Global at that time, in which case the rate of Canadian withholding tax is generally reduced to 5%.
RB Global, Inc. 35 Table of Contents Comparison of Cumulative Return The following graph compares the cumulative return on a $100 investment in our common shares over the last five fiscal years beginning December 31, 2018 through December 31, 2023, to that of the cumulative return on a $100 investment in the Russell Global Index (“Russell 2000”), the S&P / TSX Composite Index (“S&P/TSX”) and the Dow Jones Industrial Average Index (“DJIA”) for the same period.
RB Global, Inc. 31 Table of Contents Comparison of Cumulative Return The following graph compares the cumulative return on a $100 investment in our common shares over the last five fiscal years beginning December 31, 2019 through December 31, 2024, to that of the cumulative return on a $100 investment in the Russell Global Index (“Russell 2000”), the S&P / TSX Composite Index (“S&P/TSX”) and the Dow Jones Industrial Average Index (“DJIA”) for the same period.
It is assumed that the Tax Proposals will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative practice, whether by judicial, legislative, governmental or administrative decision or action, although no assurance can be given in these respects.
It is assumed that the Tax Proposals will be enacted as currently proposed, and that there will be no other change to any applicable law or the CRA's administrative policies, whether by judicial, legislative, governmental or administrative decision or action, although no assurance can be given in these respects.
This summary is restricted to beneficial owners of common shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the U.S., (ii) is entitled to the full benefits of the Convention, (iii) holds all common shares as capital property, (iv) holds no common shares that are “taxable Canadian property” (within the meaning of the Canadian Tax Act), (v) deals at arm’s length with and is not affiliated with RB Global, (vi) does not and is not deemed to use or hold any common shares in a business carried on in Canada, and (vii) is not an "authorized foreign bank" (as defined in the Canadian Tax Act) or an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S.
This summary is restricted to beneficial owners of common shares each of whom, at all relevant times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the U.S., (ii) is entitled to the full benefits of the Convention, (iii) holds all common shares as capital property, (iv) deals at arm’s length with and is not affiliated with RB Global, (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, and (vi) is not an "authorized foreign bank" (as defined in the Canadian Tax Act) or an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S.
Dividend Policy We currently pay a regular quarterly cash dividend of $0.27 per common share.
Dividend Policy We currently pay a regular quarterly cash dividend of $0.29 per common share.
Series A Senior Preferred Shares represent, as of February 27, 2024, 6,775,252 votes, which is the number of common shares into which the Series A Senior Preferred Shares could be converted as of February 27, 2024. Such number of votes represents approximately 3.6% of the voting rights attached to the Company’s securities as of February 27, 2024.
Series A Senior Preferred Shares represent, as of February 26, 2025, 6,775,252 votes, which is the number of common shares into which the Series A Senior Preferred Shares could be converted as of February 26, 2025. Such number of votes represents approximately 3.5% of the voting rights attached to the Company’s securities as of February 26, 2025.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the CRA will extend the benefits of the Convention in respect of common shares held by such entity. Generally, a U.S.
Members of or holders of an interest in such an entity that holds common shares should consult their own tax advisers regarding the extent, if any, to which the CRA will extend the benefits of the Convention in respect of common shares held by such entity. RB Global, Inc. 33 Table of Contents Generally, a U.S.
Our common shares trade on the NYSE and on the TSX under the symbol “RBA.” On February 28, 2024, there were 1,177 holders of record of our common shares that do not include the shareholders for whom shares are held in a nominee or street name.
Our common shares trade on the NYSE and on the TSX under the symbol “RBA.” On February 25, 2025, there were 1,130 holders of record of our common shares that do not include the shareholders for whom shares are held in a nominee or street name.
For further discussion on the PSUs granted under our Plans, refer to "Part II, Item 8: Financial Statements and Supplementary Data - Note 24 Share-based Payments". (2) Weighted average exercise price does not include the effect of our outstanding share units. The remaining term of our stock options is 5.5 years.
For further discussion on the PSUs granted under our Plans, refer to "Part II, Item 8: Financial Statements and Supplementary Data - Note 24 Share-based Payments." (2) Weighted average exercise price does not include the effect of our outstanding share units.
Resident Holder”). RB Global, Inc. 37 Table of Contents Certain U.S.-resident entities that are fiscally transparent for U.S. federal income tax purposes (including limited liability companies) may not be regarded by the CRA as entitled to the benefits of the Convention.
Resident Holder”). Certain U.S.-resident entities that are fiscally transparent for U.S. federal income tax purposes (including limited liability companies) may not be regarded by the CRA as entitled to the benefits of the Convention.
As of February 27, 2024, each holder of Series A Senior Preferred Shares would be entitled to 0.0139696 vote per Series A Senior Preferred Share held.
As of February 26, 2025, each holder of Series A Senior Preferred Shares would be entitled to 0.0139696 vote per Series A Senior Preferred Share held.
Plan Category Number of securities to be issued upon exercise of options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 4,341,109 (1) $ 59.89 (2) 11,331,020 (3) Equity compensation plans not approved by security holders — — — Total 4,341,109 $ 59.89 11,331,020 _____________________________________________________ (1) Reflects our 2023 Share Incentive Plan, which was approved by the Company's shareholders on May 8, 2023, as well as equity awards granted under our previous plans until expiration or settlement.
Plan Category Number of securities to be issued upon exercise of options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 3,370,692 (1) $ 64.49 (2) 10,265,156 (3) Equity compensation plans not approved by security holders — — — Total 3,370,692 $ 64.49 10,265,156 _____________________________________________________ (1) Reflects our 2023 Share Incentive Plan, which was approved by the Company's shareholders on May 8, 2023, as well as equity awards granted under our previous plans until expiration or settlement.
(3) Consists of 8,511,523 common shares available for issuance under the 2023 Share Incentive Plan and 2,819,497 common shares available for issuance under the 2023 ESPP. Exchange Controls Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.
(3) Consists of 7,958,801 common shares available for issuance under the 2023 Share Incentive Plan and 2,306,355 common shares available for issuance under the 2023 ESPP. Exchange Controls Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.
For the August 2021 and June 2022 PSUs with market conditions, the market vesting condition is based on the total stockholder return performance of the Company relative to the performance of the S&P 500 index members at the date of grant.
For the August 2023 and March 2024 PSUs with market conditions, the market vesting condition is based on the total stockholder return performance of the Company relative to the performance of the Russell 3000 index members at the date of grant.
The August 2021 and June 2022 PSUs with market conditions can result in participants earning between 0% and 300% of the target number granted.
The August 2023 and March 2024 PSUs with market conditions can result in participants earning between 0% and 200% of the target number granted.
Removed
For the August 2023 PSUs with market conditions, the market vesting condition is based on the total stockholder return performance of the Company relative to the performance of the Russell 3000 index members at the date of grant. The August 2023 PSUs with market conditions can result in participants earning between 0% and 200% of the target number granted.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

73 edited+62 added−157 removed21 unchanged
Biggest changeThe following table reconciles adjusted return and adjusted ROIC to net income available to common stockholders and adjusted average invested capital to average invested capital, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements: RB Global, Inc. 58 Table of Contents Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Net income (loss) attributable to controlling interests $ 206.5 $ 319.7 $ 151.9 (35) % 110 % Add: Interest expense 213.8 57.9 37.0 269 % 56 % Interest income (22.0) (7.0) (1.4) 214 % 400 % Interest, net 191.8 50.9 35.6 277 % 43 % Tax on interest, net (46.0) (12.7) (9.1) 262 % 40 % Reported return $ 352.3 $ 357.9 $ 178.4 (2) % 101 % Add: Share-based payments expense 45.5 37.0 23.1 23 % 60 % Acquisition-related and integration costs 216.1 37.3 30.2 479 % 24 % Amortization of acquired intangible assets 226.2 33.4 28.0 577 % 19 % (Gain) on disposition of property, plant and equipment and related costs (0.8) (166.9) (1.4) (100) % 11821 % Change in fair value of derivatives — (1.3) 1.2 (100) % (208) % Remeasurements in connection with business combinations (2.9) — — (100) % — % Prepaid consigned vehicle charges (67.0) — — (100) % — % Other advisory, legal and restructuring costs 2.0 5.1 3.5 (61) % 46 % Executive transition costs 12.0 — — 100 % — % Related tax effects of the above (95.8) (4.0) (20.3) 2295 % (80) % Adjusted return $ 687.6 $ 298.5 $ 242.7 130 % 23 % Short-term debt - opening balance $ 29.1 $ 6.1 $ 29.1 377 % (79) % Short-term debt - ending balance 13.7 29.1 6.1 (53) % 377 % Average short-term debt 21.4 17.6 17.6 22 % — % Long-term debt - opening balance 581.5 1,737.4 636.7 (67) % 173 % Less: long-term debt in escrow — (933.5) — (100) % (100) % Adjusted opening long-term debt 581.5 803.9 636.7 (28) % 26 % Long-term debt - ending balance 3,075.8 581.5 1,737.4 429 % (67) % Less: long-term debt in escrow — — (933.5) — % (100) % Adjusted ending long-term debt 3,075.8 581.5 803.9 429 % (28) % Average long-term debt 1,828.7 1,159.5 1,187.1 58 % (2) % Adjusted average long-term debt 1,828.7 692.7 720.3 164 % (4) % Preferred equity - opening balance — — — — % — % Preferred equity - ending balance 482.0 — — 100 % — % Average preferred equity 241.0 — — 100 % — % Stockholders' equity - opening balance 1,289.6 1,070.7 1,007.2 20 % 6 % Stockholders' equity - ending balance 5,016.7 1,289.6 1,070.7 289 % 20 % Average stockholders' equity 3,153.2 1,180.2 1,039.0 167 % 14 % Average invested capital $ 5,244.3 $ 2,357.3 $ 2,243.7 122 % 5 % Adjusted average invested capital $ 5,244.3 $ 1,890.5 $ 1,776.9 177 % 6 % ROIC 6.7 % 15.2 % 8.0 % (850) bps 720 bps Adjusted ROIC 13.1 % 15.8 % 13.7 % (270) bps 210 bps RB Global, Inc. 59 Table of Contents _____________________________________________________ (1) Please refer to pages 60 - 63 for a summary of adjusting items for the years ended December 31, 2023, 2022, and 2021.
Biggest changeThe following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests and adjusted average invested capital to average invested capital, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements: Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Net income attributable to controlling interests $ 413.1 $ 206.5 $ 319.7 100 % (35) % Add: Interest expense 233.7 213.8 57.9 9 % 269 % Interest income (26.2) (22.0) (7.0) 19 % 214 % Interest, net 207.5 191.8 50.9 8 % 277 % Tax on interest, net (51.3) (46.0) (12.7) 12 % 262 % Reported return $ 569.3 $ 352.3 $ 357.9 62 % (2) % Add: Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Amortization of acquired intangible assets 274.9 226.2 33.4 22 % 577 % (Gain) loss on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % (100) % Change in fair value of derivatives — — (1.3) — % (100) % Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.1 570 % (61) % Executive transition costs 6.7 12.0 — (44) % 100 % Remeasurements in connection with business combinations 1.2 (2.9) — (143) % (100) % Related tax effects of the above (91.4) (95.8) (4.0) (5) % 2295 % Adjusted return $ 853.5 $ 687.6 $ 298.5 24 % 130 % Short-term debt - opening balance $ 13.7 $ 29.1 $ 6.1 (53) % 377 % Short-term debt - ending balance 27.7 13.7 29.1 102 % (53) % Average short-term debt 20.7 21.4 17.6 (3) % 22 % Long-term debt - opening balance 3,075.8 581.5 1,737.4 429 % (67) % Less: long-term debt in escrow — — (933.5) — % (100) % Adjusted opening long-term debt 3,075.8 581.5 803.9 429 % (28) % Long-term debt - ending balance 2,626.2 3,075.8 581.5 (15) % 429 % Less: long-term debt in escrow — — — — % — % Adjusted ending long-term debt 2,626.2 3,075.8 581.5 (15) % 429 % Average long-term debt 2,851.0 1,828.7 1,159.5 56 % 58 % Adjusted average long-term debt 2,851.0 1,828.7 692.7 56 % 164 % Preferred equity - opening balance 482.0 — — 100 % — % Preferred equity - ending balance 482.0 482.0 — — % 100 % Average preferred equity 482.0 241.0 — 100 % 100 % Stockholders' equity - opening balance 5,016.7 1,289.6 1,070.7 289 % 20 % Stockholders' equity - ending balance 5,224.0 5,016.7 1,289.6 4 % 289 % Average stockholders' equity 5,120.4 3,153.2 1,180.2 62 % 167 % Average invested capital $ 8,474.1 $ 5,244.3 $ 2,357.3 62 % 122 % Adjusted average invested capital $ 8,474.1 $ 5,244.3 $ 1,890.5 62 % 177 % ROIC 6.7 % 6.7 % 15.2 % 0bps (850)bps Adjusted ROIC 10.1 % 13.1 % 15.8 % (300)bps (270)bps NM = Not meaningful RB Global, Inc. 49 Table of Contents Adjusting items for the year ended December 31, 2024: Recognized in the fourth quarter of 2024 • $15.2 million share-based payments expense. • $6.1 million of acquisition-related and integration costs, primarily relating to severance and integration activities in connection with the acquisition of IAA. • $68.5 million amortization of acquired intangible assets from acquisitions. • $0.7 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $1.3 million of other legal, advisory, restructuring and non-income tax expenses, including costs incurred with the CRA dispute. • $2.4 million of estimated executive transition costs, primarily estimated settlement and legal amounts associated with the departure of our former CEO on August 1, 2023.
Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions. ROIC is calculated as the reported return divided by average invested capital.
Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions. ROIC is calculated as reported return divided by average invested capital.
(4) Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.
Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.
In the current high interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
In the current interest rate environment, the Company intends to continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Except for GTV, which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in millions of United States (“U.S.”) dollars.
Except for Gross Transaction Value ("GTV"), which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in millions of United States (“U.S.”) dollars.
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of the Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
The definitions and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable US GAAP financial measures are included either with the first use thereof or in the “Non-GAAP Measures” section within “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Established in 1958, RB Global, Inc., formerly known as Ritchie Bros.
The definitions and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable US GAAP financial measures are included either with the first use thereof or in the “Non-GAAP Measures” section within “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview Established in 1958, RB Global, Inc.
(3) Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt and long-term debt in escrow. (4) Adjusted net debt/Adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.
Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt and long-term debt in escrow. Adjusted net debt/Adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.
We have declared, but not yet paid, a dividend of $0.27 per common share for the quarter ended December 31, 2023. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
We have declared, but not yet paid, a dividend of $0.29 per common share for the quarter ended December 31, 2024. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Our long-term cash requirements include scheduled principal repayments of long-term debt relating to the TLA Facility of $1.8 billion and the 2023 Notes of $1.4 billion, repayment of any drawn funds under our revolving credit facilities, as well as scheduled repayments of operating and finance lease obligations relating to the Company’s commercial leases for various auctions sites, branches and offices, operating leases for computer equipment, software, motor vehicles and small office equipment, and finance lease arrangements for certain vehicles, computers, yard equipment, fixtures, and office furniture.
Our long-term cash requirements include scheduled principal repayments of long-term debt upon maturity relating to the TLA Facility and the Notes, repayment of any drawn funds under our revolving credit facilities, as well as scheduled repayments of operating and finance lease obligations relating to the Company’s commercial leases for various auctions sites, branches and offices, operating leases for computer equipment, software, motor vehicles and small office equipment, and finance lease arrangements for certain vehicles, computers, yard equipment, fixtures, and office furniture.
Adjusted Net Income Attributable to Common Stockholders and Diluted Adjusted EPS Attributable to Common Stockholders Reconciliation We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results.
RB Global, Inc. 45 Table of Contents Adjusted Net Income Attributable to Common Stockholders and Diluted Adjusted EPS Attributable to Common Stockholders Reconciliation We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period, and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results.
Adjusted return is defined as reported return, adjusted for items that we do not consider to be part of our normal operating results, and tax effected at the applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
Adjusted return is defined as reported return and adjusted for items that we do not consider to be part of our normal operating results and tax effected at the applicable tax rate. RB Global, Inc. 48 Table of Contents Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
Reported return is defined as net income available to common stockholders, excluding the impact of net interest expense and tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital.
Reported return is defined as net income attributable to controlling interests excluding the impact of net interest expense and tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital.
On March 7, 2023, we declared a special cash dividend of $1.08 per share, contingent on the closing of the acquisition of IAA, payable to stockholders of record at the close of business on March 17, 2023, excluding holders of Series A Senior Preferred Shares (the “Special Dividend”).
On March 7, 2023, we declared a special cash dividend of $1.08 per share, payable to stockholders of record at the close of business on March 17, 2023, excluding holders of Series A Senior Preferred Shares (the “Special Dividend”). The Special Dividend was paid in cash on March 28, 2023, following the acquisition of IAA.
Non-GAAP Measures We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a standardized RB Global, Inc. 53 Table of Contents meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies.
Non-GAAP Measures We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies.
Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to holders of Series A Senior Preferred Shares, (ii) settlement of contracts with consignors and other suppliers, (iii) personnel expenditures, with a majority of bonuses paid annually in the first quarter following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments on short-term debt and long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances against our auction contracts, as well as advance charges paid on a seller's behalf.
Liquidity and Capital Resources Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to preferred equity holders, (ii) settlement of contracts with consignors, partners and other suppliers, (iii) personnel expenditures, with a majority of short-term incentive compensation paid annually in the first quarter following each fiscal year, (iv) income tax payments, primarily paid in quarterly installments, (v) payments on our short-term debt, as well as interest payments on both our short-term and long-term debt, (vi) payment of amounts committed under certain service agreements to build our modern IT architecture, (vii) payments on our operating and finance lease obligations, (viii) other capital expenditures and working capital needs, and (ix) advances.
In connection with the IAA purchase price allocation, the valuation of intangible assets required significant estimates and assumptions, and the valuations of property, plant, and equipment, and operating lease right-of-use assets also required estimates and assumptions.
In connection with the IAA purchase price allocation, which was finalized in the first quarter of 2024, the valuation of intangible assets required significant estimates and assumptions, and the valuations of property, plant, and equipment, and operating lease right-of-use assets also required estimates and assumptions.
(2) Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on pages 60 - 63 .
Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on page 50 .
Book overdrafts are recognized on our consolidated balance sheet within trade and other liabilities. If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through equity markets or additional debt markets. The issuance of additional equity securities may result in dilution to our shareholders.
The excess of such amounts is included within trade and other liabilities in our consolidated balance sheets. If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through equity markets or additional debt markets. The issuance of additional equity securities may result in dilution to our shareholders.
We do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity.
We do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources".
The following table presents the variance in select foreign exchange rates over the comparative reporting periods: % Change Value of one local currency to U.S. dollar 2023 2022 2021 2023 over 2022 2022 over 2021 Period-end exchange rate - December 31, Canadian dollar 0.7558 0.7378 0.7846 2 % (6) % Euro 1.1067 1.0661 1.1322 4 % (6) % British pound sterling 1.2734 1.2054 1.3497 6 % (11) % Australian dollar 0.6826 0.6765 0.7250 1 % (7) % Average exchange rate - Year ended December 31, Canadian dollar 0.7411 0.7690 0.7977 (4) % (4) % Euro 1.0820 1.0543 1.1834 3 % (11) % British pound sterling 1.2434 1.2376 1.3757 — % (10) % Australian dollar 0.6645 0.6949 0.7514 (4) % (8) % In 2023, approximately 29% of our revenues and 30% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 42% and 34%, respectively, in 2022.
The following table presents the variance in select foreign exchange rates over the comparative reporting periods: % Change Value of one local currency to U.S. dollar 2024 2023 2022 2024 over 2023 2023 over 2022 Period-end exchange rate - December 31, Canadian dollar 0.6969 0.7558 0.7378 (8) % 2 % Euro 1.0406 1.1067 1.0661 (6) % 4 % British pound sterling 1.2548 1.2734 1.2054 (1) % 6 % Australian dollar 0.6219 0.6826 0.6765 (9) % 1 % Average exchange rate - Year ended December 31, Canadian dollar 0.7302 0.7411 0.7690 (1) % (4) % Euro 1.0823 1.0820 1.0543 — % 3 % British pound sterling 1.2780 1.2434 1.2376 3 % — % Australian dollar 0.6598 0.6645 0.6949 (1) % (4) % In 2024, approximately 27% of our revenues and 29% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 29% and 30%, respectively, in 2023.
The other sector primarily includes assets and equipment sold in the agricultural, forestry and energy industries, and government surplus assets, as well as smaller consumer recreational transportation items. All sectors include salvage and non-salvage transactions.
Our automotive sector includes all consumer automotive vehicles. The other sector primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business. All sectors include salvage and non-salvage transactions.
(2) Net income available to common stockholders is computed as: net income attributable to controlling interests less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities. (3) Adjusted net income available to common stockholders represents net income available to common stockholders, excluding the effects of adjusting items.
Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.
In addition, we also have scheduled repayments due on our equipment financing obligations. For more information on our debt and leases, see "Part II, Item 8: Financial Statements and Supplementary Data - Note 15 Other Current Assets" and "Item 8: Financial Statements and Supplementary Data - Note 18 Intangible Assets" respectively, in our consolidated financial statements.
In addition, we also have scheduled repayments due on our equipment RB Global, Inc. 42 Table of Contents financing obligations. For more information on our debt and leases, see "Part II, "Item 8: Financial Statements and Supplementary Data - Note 21 Debt" and "Item 8: Financial Statements and Supplementary Data - Note 25 Leases" respectively, in our consolidated financial statements.
If the qualitative assessment indicates it is not more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative impairment test is not required.
If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, a quantitative impairment assessment is performed to identify potential goodwill impairment.
Non-GAAP Measures As part of management’s non-GAAP measures, we may eliminate the financial impact of certain items that we do not consider to be part of our normal operating results. Adjusted operating income increased 127% to $905.3 million, compared to $399.4 million in 2022.
Non-GAAP Measures As part of management’s non-GAAP measures, we may eliminate the financial impact of certain items that we do not consider to be part of our normal operating results. Adjusted net income available to common stockholders increased 29% to $646.8 million, compared to $502.2 million in 2023.
RB Global, Inc. 40 Table of Contents Results of Operations Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Service revenue $ 2,732.5 $ 1,050.6 $ 917.8 160 % 14 % Inventory sales revenue 947.1 683.2 499.2 39 % 37 % Total revenue 3,679.6 1,733.8 1,417.0 112 % 22 % Costs of services 1,007.6 168.1 155.3 499 % 8 % Cost of inventory sold 893.6 608.6 447.8 47 % 36 % Selling, general and administrative 743.7 539.9 456.2 38 % 18 % Acquisition-related and integration costs 216.1 37.3 30.2 479 % 24 % Depreciation and amortization 352.2 97.2 87.9 262 % 11 % Total operating expenses 3,213.2 1,451.1 1,177.4 121 % 23 % Gain on disposition of property, plant and equipment 4.9 170.8 1.4 (97) % 12100 % Operating income 471.3 453.5 241.0 4 % 88 % Net income 206.0 319.8 151.9 (36) % 111 % Net income available to common stockholders 174.9 319.7 151.9 (45) % 110 % Effective tax rate 27.1 % 21.2 % 26.0 % 590bps (480)bps Total GTV $ 13,930.6 $ 6,025.9 $ 5,533.9 131 % 9 % Service GTV 12,983.5 5,342.7 5,034.7 143 % 6 % Inventory GTV 947.1 683.2 499.2 39 % 37 % Inventory return $ 53.5 $ 74.6 $ 51.4 (28) % 45 % Inventory rate 5.6 % 10.9 % 10.3 % (530)bps 60bps Foreign exchange gain (loss) for the years ended 2022 and 2021 have been reclassified from operating income to a separate line below operating income, refer to our consolidated financial statements in "Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies" of this document.
Results of Operations Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Service revenue $ 3,363.6 $ 2,732.5 $ 1,050.6 23 % 160 % Inventory sales revenue 920.6 947.1 683.2 (3) % 39 % Total revenue 4,284.2 3,679.6 1,733.8 16 % 112 % Costs of services 1,415.7 1,007.6 168.1 41 % 499 % Cost of inventory sold 863.8 893.6 608.6 (3) % 47 % Selling, general and administrative 773.9 743.7 539.9 4 % 38 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Depreciation and amortization 444.4 352.2 97.2 26 % 262 % Total operating expenses 3,526.8 3,213.2 1,451.1 10 % 121 % Gain on disposition of property, plant and equipment 3.8 4.9 170.8 (22) % (97) % Operating income 1 761.2 471.3 453.5 62 % 4 % Net income 412.8 206.0 319.8 100 % (36) % Net income available to common stockholders 372.7 174.9 319.7 113 % (45) % Effective tax rate 25.0 % 27.1 % 21.2 % (210)bps 590bps Total GTV $ 15,904.8 $ 13,930.6 $ 6,025.9 14 % 131 % Service GTV 14,984.2 12,983.5 5,342.7 15 % 143 % Inventory GTV 920.6 947.1 683.2 (3) % 39 % Inventory return $ 56.8 $ 53.5 $ 74.6 6 % (28) % Inventory rate 6.2 % 5.6 % 10.9 % 60bps (530)bps 1 Foreign exchange gain (loss) for the year ended 2022 has been reclassified from operating income to a separate line below operating income.
Adoption of New Standards For a discussion of our new and amended accounting standards refer to "Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies" of this Annual Report on Form 10-K.
The matter required management to evaluate the tax technical merits and assess the likelihood of its resolution at appeals or through litigation. Adoption of New Standards For a discussion of our new and amended accounting standards refer to "Part II, Item 8: Financial Statements and Supplementary Data - Note 2 Significant Accounting Policies" of this Annual Report on Form 10-K.
Measures of liquidity are noted under “Liquidity and Capital Resources.” The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements.
The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements. Please refer to page 50 for a summary of adjusting items.
Cash Flows Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Cash provided by (used in): Operating activities $ 544.0 $ 463.1 $ 317.6 17 % 46 % Investing activities (3,108.3) 77.2 (214.1) (4,126) % (136) % Financing activities 2,676.2 (1,258.1) 960.9 (313) % (231) % Effect of changes in foreign currency rates 10.1 (18.8) (8.8) (154) % 114 % Net increase (decrease) in cash, cash equivalents, and restricted cash $ 122.0 $ (736.6) $ 1,055.6 (117) % (170) % Net cash provided by operating activities was $544.0 million in 2023, as compared to net cash provided by operating activities of $463.1 million in 2022.
Cash Flows Year ended December 31, Change (in U.S. dollars in millions) 2024 2023 2022 2024 over 2023 2023 over 2022 Cash provided by (used in): Operating activities $ 932.0 $ 544.0 $ 463.1 $ 388.0 $ 80.9 Investing activities (301.6) (3,108.3) 77.2 2,806.7 (3,185.5) Financing activities (645.5) 2,676.2 (1,258.1) (3,321.7) 3,934.3 Effect of changes in foreign currency rates (24.0) 10.1 (18.8) (34.1) 28.9 Net increase (decrease) in cash, cash equivalents, and restricted cash $ (39.1) $ 122.0 $ (736.6) $ (161.1) $ 858.6 Net cash provided by operating activities was $932.0 million in 2024, as compared to net cash provided by operating activities of $544.0 million in 2023.
The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what management believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value.
The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what management believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. Fair value determinations require considerable judgment and can be sensitive to changes in underlying assumptions.
The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements: Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Net income $ 206.0 $ 319.8 $ 151.9 (36) % 111 % Add: depreciation and amortization 352.2 97.2 87.9 262 % 11 % Add: interest expense 213.8 57.9 37.0 269 % 56 % Less: interest income (22.0) (7.0) (1.4) 214 % 400 % Add: income tax expense 76.4 86.2 53.4 (11) % 61 % EBITDA 826.4 554.1 328.8 49 % 69 % Share-based payments expense 45.5 37.0 23.1 23 % 60 % Acquisition-related and integration costs 216.1 37.3 30.2 479 % 24 % (Gain) on disposition of property, plant and equipment and related costs (0.8) (166.9) (1.4) (100) % 11821 % Remeasurements in connection with business combinations (1.4) — — (100) % — % Prepaid consigned vehicle charges (67.0) — — (100) % — % Change in fair value of derivatives — (1.3) 1.2 (100) % (208) % Other advisory, legal and restructuring costs 2.0 5.0 3.5 (60) % 43 % Executive transition costs 12.0 — — 100 % — % Adjusted EBITDA $ 1,032.8 $ 465.2 $ 385.4 122 % 21 % _____________________________________________________ (1) Please refer to pages 60 - 63 for a summary of adjusting items during the years ended December 31, 2023, 2022, and 2021.
The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements: Year ended December 31, % Change 2024 over 2023 over (in U.S. dollars in millions, except percentages) 2024 2023 2022 2023 2022 Net income $ 412.8 $ 206.0 $ 319.8 100 % (36) % Add: depreciation and amortization 444.4 352.2 97.2 26 % 262 % Add: interest expense 233.7 213.8 57.9 9 % 269 % Less: interest income (26.2) (22.0) (7.0) 19 % 214 % Add: income tax expense 137.3 76.4 86.2 80 % (11) % EBITDA 1,202.0 826.4 554.1 45 % 49 % Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % (Gain) loss on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % NM Change in fair value of derivatives — — (1.3) NM NM Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.0 570 % (60) % Executive transition costs 6.7 12.0 — (44) % NM Remeasurements in connection with business combinations 1.2 (1.4) — NM NM Adjusted EBITDA $ 1,302.7 $ 1,032.8 $ 465.2 26 % 122 % NM = Not meaningful RB Global, Inc. 47 Table of Contents Adjusted Net Debt and Adjusted Net Debt/ Adjusted EBITDA Reconciliation We believe that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods provides useful information about the performance of our operations, as an indicator of the amount of time it would take us to settle both our short and long-term debt.
Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Short-term debt $ 13.7 $ 29.1 $ 6.1 (53) % 377 % Long-term debt 3,075.8 581.5 1,737.4 429 % (67) % Debt 3,089.5 610.6 1,743.5 406 % (65) % Less: long-term debt in escrow — — (933.5) — % (100) % Less: cash and cash equivalents (576.2) (494.3) (326.1) 17 % 52 % Adjusted net debt 2,513.3 116.3 483.9 2061 % (76) % Net income $ 206.0 $ 319.8 $ 151.9 (36) % 111 % Add: depreciation and amortization 352.2 97.1 87.9 263 % 10 % Add: interest expense 213.8 57.9 37.0 269 % 56 % Less: interest income (22.0) (7.0) (1.4) 214 % 400 % Add: income tax expense 76.4 86.2 53.4 (11) % 61 % EBITDA 826.4 554.0 328.8 49 % 68 % Share-based payments expense 45.5 37.0 23.1 23 % 60 % Acquisition-related and integration costs 216.1 37.3 30.2 479 % 24 % (Gain) on disposition of property, plant and equipment and related costs (0.8) (166.9) (1.4) (100) % 11821 % Remeasurements in connection with business combinations (1.4) — — (100) % — % Change in fair value of derivatives — (1.3) 1.2 (100) % (208) % Prepaid consigned vehicle charges (67.0) — — (100) % — % Other advisory, legal and restructuring costs 2.0 5.1 3.5 (61) % 46 % Executive transition costs 12.0 — — 100 % — % Adjusted EBITDA $ 1,032.8 $ 465.2 $ 385.4 122 % 21 % Debt/net income 15.0 x 1.9 x 11.5 x 689 % (83) % Adjusted net debt/adjusted EBITDA 2.4 x 0.3 x 1.3 x 700 % (77) % _____________________________________________________ (1) Please refer to pages 60 - 63 for a summary of adjusting items during the years ended December 31, 2023, 2022, and 2021.
Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Short-term debt $ 27.7 $ 13.7 $ 29.1 102 % (53) % Long-term debt 2,626.2 3,075.8 581.5 (15) % 429 % Debt 2,653.9 3,089.5 610.6 (14) % 406 % Less: cash and cash equivalents (533.9) (576.2) (494.3) (7) % 17 % Adjusted net debt 2,120.0 2,513.3 116.3 (16) % 2061 % Net income $ 412.8 $ 206.0 $ 319.8 100 % (36) % Add: depreciation and amortization 444.4 352.2 97.1 26 % 263 % Add: interest expense 233.7 213.8 57.9 9 % 269 % Less: interest income (26.2) (22.0) (7.0) 19 % 214 % Add: income tax expense 137.3 76.4 86.2 80 % (11) % EBITDA 1,202.0 826.4 554.0 45 % 49 % Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % (Gain) on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % NM Change in fair value of derivatives — — (1.3) NM NM Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.1 570 % (61) % Executive transition costs 6.7 12.0 — (44) % NM Remeasurements in connection with business combinations 1.2 (1.4) — NM NM Adjusted EBITDA $ 1,302.7 $ 1032.8 $ 465.2 26 % 122 % Debt/net income 6.4 x 15.0 x 1.9 x (57) % 689 % Adjusted net debt/adjusted EBITDA 1.6 x 2.4 x 0.3 x (33) % 700 % NM = Not meaningful Adjusted Return and Adjusted ROIC Reconciliation We believe that comparing adjusted ROIC on a trailing twelve-month basis for different financial periods provides useful information about the after-tax return generated by our investments.
Year ended December 31, % Change (in U.S. dollars in millions, except share, per share data, and percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Net income available to common stockholders $ 174.9 $ 319.7 $ 151.9 (45) % 110 % Share-based payments expense 45.5 37.0 23.1 23 % 60 % Acquisition-related and integration costs 216.1 37.3 30.2 479 % 24 % Amortization of acquired intangible assets 226.2 33.4 28.0 577 % 19 % (Gain) on disposition of property, plant and equipment and related costs (0.8) (166.9) (1.5) (100) % 11027 % Prepaid consigned vehicle charges (67.0) — — (100) % — % Loss on redemption of the 2016 and 2021 Notes and certain related interest expense 3.3 9.7 — (66) % 100 % Change in fair value of derivatives — (1.3) 1.2 (100) % (208) % Other advisory, legal and restructuring costs 2.0 5.0 3.5 (60) % 43 % Executive transition costs 12.0 — — 100 % — % Related tax effects of the above (95.8) (4.0) (20.3) 2295 % (80) % Remeasurements in connection with business combinations (2.9) — — (100) % — % Related allocation of the above to participating securities (11.3) — — (100) % — % Adjusted net income available to common stockholders $ 502.2 $ 269.9 $ 216.1 86 % 25 % Weighted average number of dilutive shares outstanding 168,203,981 111,886,025 111,406,830 50 % — % Diluted earnings per share available to common stockholders $ 1.04 $ 2.86 $ 1.36 (64) % 110 % Diluted adjusted earnings per share available to common stockholders $ 2.99 $ 2.41 $ 1.94 24 % 24 % _____________________________________________________ (1) Please refer to pages 60 - 63 for a summary of adjusting items during the years ended December 31, 2023, 2022, and 2021.
The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our consolidated financial statements: Year ended December 31, % Change (in U.S. dollars in millions, except share, per share data, and percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Net income available to common stockholders $ 372.7 $ 174.9 $ 319.7 113 % (45) % Share-based payments expense 56.3 45.5 37.0 24 % 23 % Acquisition-related and integration costs 29.0 216.1 37.3 (87) % 479 % Amortization of acquired intangible assets 274.9 226.2 33.4 22 % 577 % (Gain) on disposition of property, plant and equipment and related costs (1.2) (0.8) (166.9) 50 % (100) % Prepaid consigned vehicle charges (4.7) (67.0) — (93) % NM Loss on redemption of the 2016 and 2021 Notes and certain related interest expense — 3.3 9.7 NM (66) % Change in fair value of derivatives — — (1.3) NM NM Other legal, advisory, restructuring and non-income tax expenses 13.4 2.0 5.0 570 % (60) % Executive transition costs 6.7 12.0 — (44) % NM Remeasurements in connection with business combinations 1.2 (2.9) — NM NM Related tax effects of the above (91.4) (95.8) (4.0) (5) % 2295 % Related allocation of the above to participating securities (10.1) (11.3) — (11) % NM Adjusted net income available to common stockholders $ 646.8 $ 502.2 $ 269.9 29 % 86 % Weighted average number of dilutive shares outstanding 185,254,557 168,203,981 111,886,025 10 % 50 % Diluted earnings per share available to common stockholders $ 2.01 $ 1.04 $ 2.86 93 % (64) % Diluted adjusted earnings per share available to common stockholders $ 3.49 $ 2.99 $ 2.41 17 % 24 % NM = Not meaningful RB Global, Inc. 46 Table of Contents Adjusted EBITDA We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between different financial periods.
We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $729.7 million, is sufficient to fund our current and planned operating activities.
We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $720.9 million, is sufficient to fund our current and planned operating activities. Book overdrafts represent outstanding checks and other pending disbursements, which are in excess of cash account balances with a right of offset.
In addition, for the benefit of the combined business, we also recorded a net $16.3 million expense as settlement for the termination of a non-compete agreement bound by IAA prior to the acquisition. Operating Income Operating income increased 4%, primarily driven by the inclusion of revenues less operating expenses from IAA.
In addition, we recognized a net $16.3 million expense as settlement for the termination of a non-compete agreement bound by IAA prior to the acquisition in the prior year.
We also incurred higher debt issuance costs in connection with the financing of the TLA Facility and the 2023 Notes compared to prior year. Dividend Information We declared and paid a regular cash dividend of $0.27 per common share for the quarters ended September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022 and September 30, 2022.
Dividend Information We declared and paid a regular cash dividend of $0.29 per common share for the quarters ended September 30, 2024, and June 30, 2024, and $0.27 per common share for the quarters ended March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023.
We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies. We define our key operating metrics as follows: Gross transaction value : Represents total proceeds from all items sold at the Company’s auctions and online marketplaces.
We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.
Adjusting items for the year ended December 31, 2023: Recognized in the fourth quarter of 2023 • $13.8 million share-based payments expense. • $20.5 million of acquisition-related and integration costs primarily relating to the acquisition of IAA. • $69.6 million amortization of acquired intangible assets, which includes $61.9 million of amortization relating to the acquired intangible assets from IAA since its acquisition, $0.7 million from the acquisition of VeriTread, as well as amortization of acquired intangible assets from past acquisitions of SmartEquip and Rouse, completed in 2022 and 2021, respectively. • $0.2 million loss on disposition of property, plant and equipment and related costs, which primarily includes a $0.7 million non-cash cost in the quarter relating to the adjustment made to recognize the Bolton property sale proceeds at fair value when calculating the $169.1 million gain on the Bolton property in the first quarter of 2022, partially offset by a $0.5 million gain on the disposition of property, plant and equipment. • $7.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA, which do not have a future benefit at acquisition, and therefore has created a favorable reduction to our cost of services in the quarter. • $0.7 million of other advisory, legal, and restructuring costs, including costs associated with the Canada Revenue Agency’s (“CRA”) investigation. • $2.2 million of estimated executive transition costs associated with the departures of certain executives on August 1, 2023 and related costs.
Recognized in the first quarter of 2024 • $13.3 million share-based payments expense. • $12.8 million of acquisition-related and integration costs primarily relating to the acquisition of IAA. • $69.6 million amortization of acquired intangible assets from past acquisitions, of which $61.9 million related to the acquired intangible assets from the acquisition of IAA. • $1.8 million gain on disposition of property, plant and equipment and related costs, primarily driven by a $2.2 million gain on a lease modification, offset by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative costs. • $2.1 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA, which do not have a future benefit at acquisition, and therefore has created a favorable reduction to our cost of services in the quarter.
The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions, including assumptions as to the occurrence of future events.
The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions, including assumptions as to the occurrence of future events. The discount rates used to discount expected cash flows to present values were derived from a weighted average cost of capital analysis and adjusted to reflect inherent risks.
Debt Covenants We were in compliance with all financial and other covenants applicable to our credit facilities at December 31, 2023. Our ability to borrow under our syndicated revolving credit facility is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio.
Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio.
Total lots sold : A single asset to be sold, or a group of assets bundled for sale as one unit. Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.” Historically, we reported total lots sold excluding lots sold in our GovPlanet business.
Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.” Historically, we presented GTV from the sale of parts in our vehicle dismantling business within our automotive sector and excluded the number of parts sold from our total lots sold metric.
Recognized in the third quarter of 2023 • $12.7 million share-based payments expense. • $23.1 million of acquisition-related and integration costs primarily relating to the acquisition of IAA. • $63.9 million amortization of acquired intangible assets, which includes $56.1 million of amortization relating to the acquired intangible assets from IAA since its acquisition, $0.7 million from the acquisition of VeriTread, as well as amortization of acquired intangible assets from past acquisitions of SmartEquip and Rouse, completed in 2022 and 2021, respectively. • $0.5 million loss on disposition of property, plant and equipment and related costs, which primarily includes a $1.0 million non-cash cost in the quarter relating to the adjustment made to recognize the Bolton property sale proceeds at fair value when calculating the $169.1 million gain on the Bolton property in the first quarter of 2022, partially offset by a $0.5 million gain on the disposition of property, plant and equipment. • $7.6 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA, which do not have a future benefit at acquisition, and therefore has created a favorable reduction to our cost of services in the quarter. • $0.6 million of other advisory, legal, and structuring costs, which includes $0.5 million of terminated and ongoing transaction costs and $0.1 million of legal and other consulting costs associated with the CRA's investigation. • $9.8 million of estimated executive transition costs associated with the departures of certain executives on August 1, 2023, which includes severance, estimated settlement amounts, less recapture of previously expensed share-based compensation of the former CEO upon resignation.
Recognized in the third quarter of 2024 • $9.7 million share-based payments expense. • $6.0 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA. • $67.9 million amortization of acquired intangible assets from past acquisitions. • $0.2 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative cost, partially offset by a $0.5 million gain on the disposition of property, plant and equipment. • $0.6 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $2.2 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes an estimated accrual for the settlement amount of an unusual legal claim recorded in other income (loss), as well as terminated and ongoing transaction costs recorded in selling, general and administrative costs. • $0.6 million of estimated executive transition costs, primarily legal costs, associated with the departure of our former CEO on August 1, 2023. • $1.2 million of remeasurements in connection with a business combination which relates to the revaluation of a contingent consideration liability for IAA's acquisition of Marisat, Inc. in 2021.
Adjusted Operating Income Reconciliation We believe that adjusted operating income provides useful information about the growth or decline of our operating income for the relevant financial period and eliminates the financial impact of adjusting items that we do not consider to be part of our normal operating results.
Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results.
Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items, which we refer to as “adjusting items.” On February 1, 2023, we sold $485.0 million of participating Series A Senior Preferred Shares, convertible into common shares of the Company at an initial conversion price of $73.00 per share, and $15.0 million of common shares of the Company.
Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the effects of adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items.
Diluted earnings per share (“EPS”) available to stockholders decreased 64% to $1.04 from $2.86 per share. Diluted adjusted EPS available to stockholders increased 24% to $2.99 per share in 2023 as compared to $2.41 per share in 2022.
Diluted EPS Diluted EPS available to stockholders increased 93% to $2.01 per share compared to $1.04 in 2023.
These impacts were mainly due to the fluctuations in the Euro, Australian dollar and the Canadian dollar exchanges rates relative to the U.S. dollar during the year. Key Operating Metrics We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions.
RB Global, Inc. 35 Table of Contents Key Operating Metrics We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions.
On March 15, 2023, to finance the acquisition of IAA, we completed the offering of two series of senior notes: (i) $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (together the “2023 Notes”).
At December 31, 2024, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 (the "Secured Notes"), and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (the "Unsecured Notes") (collectively, the "Notes").
("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport. On March 20, 2023, we completed the acquisition of IAA for a total purchase price of approximately $6.6 billion.
("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport. Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers.
Debt Credit Facilities We have a credit agreement (the "Credit Agreement"), which is comprised of multicurrency revolving facilities (the “Revolving RB Global, Inc. 47 Table of Contents Facilities”) and a delayed-draw term loan facility (the “DDTL Facility”), and the Term Loan A facility (the “TLA Facility” and together with the Revolving Facilities and DDTL Facility, the “Facilities”).
Debt We have a credit agreement (the "Credit Agreement"), which is comprised of multicurrency revolving facilities and the Term Loan A facility (the “TLA Facility”). The TLA Facility is comprised of a facility denominated in US dollars (the "USD TLA Facility"), and a facility denominated in Canadian dollars (the "CAD TLA Facility").
Net cash provided by operating activities increased $80.9 million mainly due to net cash generated by the inclusion of IAA income from operations, partially offset by a net cash outflow from the change in operating assets and liabilities of $294.9 million.
The increase of $388.0 million is mainly due to an increase in net income, as discussed above, and a lower cash outflow from the net change in operating assets and liabilities of $43.9 million.
Ritchie Bros. reporting unit goodwill For the year ended December 31, 2023, we performed a qualitative assessment of the Ritchie Bros. reporting unit and we concluded there were no indicators of impairment.
In addition, at December 31, 2024, we performed goodwill impairment testing for our Ritchie Bros. reporting unit using a qualitative approach and for our IAA reporting unit using a quantitative approach, and also concluded that there was no impairment.
We also saw higher tax payments relating to the timing of installments paid, as well as higher taxable income, and taxes paid in 2023 for the gain on the sale of the Bolton property. As a result of the inclusion of IAA, we also saw higher outflows relating to prepaid consigned vehicle charges.
The decrease in cash outflow from the net change in operating assets and liabilities was primarily driven by an increase in book overdrafts, due to timing, prepaid consigned vehicle charges due to the inclusion of IAA, and lower tax payments due to the non-repeat of taxes paid in 2023 for the taxable gain portion on the sale of the Bolton property.
RB Global, Inc. 44 Table of Contents We recognized $1.8 million in foreign exchange losses in 2023 and $1.0 million of gains in 2022. Foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses.
We recognized $1.9 million in foreign exchange losses in 2024 and $1.8 million of losses in 2023. Foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses. These impacts were mainly due to the fluctuations in the Canadian dollar, British pound sterling, and Australian dollar exchanges rates relative to the U.S. dollar during the year.
Recognized in the third quarter of 2022 • $8.8 million share-based payments expense. • $2.0 million of acquisition-related and integration costs primarily relating to the share-based continuing employment costs for the acquisitions of Rouse and SmartEquip. • $8.2 million amortization of acquired intangible assets primarily from the acquisitions of IronPlanet, SmartEquip, and Rouse. • $0.9 million loss on disposition of property, plant and equipment and related costs includes a $1.3 million non-cash cost in the quarter relating to the adjustment made to recognize the Bolton property sale proceeds at fair value when calculating the $169.1 million gain on the Bolton property in the first quarter of 2022, offset by $0.3 million gain on disposition of property, plant and equipment in the quarter. • $1.5 million of other advisory, legal and restructuring costs, which include $1.1 million of terminated and ongoing transaction and legal costs relating to mergers and acquisition activity, $0.3 million of severance and retention costs in connection with the RB Global, Inc. 61 Table of Contents restructuring of our information technology team during the first quarter of 2022, driven by our strategy to build a new digital technology platform, and $0.1 million of advisory costs relating to a cybersecurity incident detected in the fourth quarter of 2021.
Recognized in the second quarter of 2024 • $18.1 million share-based payments expense. • $4.1 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA. • $69.0 million amortization of acquired intangible assets from past acquisitions. • $0.4 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative costs. • $1.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition. • $7.7 million of other legal, advisory, restructuring and non-income tax expenses, which includes an estimated accrual for a new digital services tax in Canada on certain in-scope revenues earned for the period from January 1, 2022 to June 30, 2024, legal costs in connection with the settlement of an unusual legal claim accrued in the first quarter of 2024, as well as terminated and ongoing transaction costs. • $2.0 million of estimated executive transition costs associated with the departure of our former CEO on August 1, 2023, which includes estimated settlement amounts and related costs.
Costs of Services Costs of services increased 499% to $1.0 billion mainly due the inclusion of IAA, which accounted for 95% of the increase. IAA's cost of services includes direct expenses incurred for regular weekly auction events, primarily relating to tow costs, employee compensation, and operating lease costs for auction sites, as well as costs to provide title search.
Costs of Services Costs of services increased 41% to $1.4 billion, primarily due to the full quarter inclusion of IAA in the first quarter of 2024 compared to the 11-day stub period in the the first quarter of 2023, which contributed 85% of the increase, and primarily relates to costs to provide towing services to buyers, building and facility costs including operating lease costs for auction sites, as well as employee compensation expenses.
RB Global, Inc. 49 Table of Contents We believe that our existing working capital and availability under our credit facilities are sufficient to satisfy our present operating requirements and contractual obligations.
For more information on the matter, see "Part II, Item 8: Financial Statements and Supplementary Data - Note 8 Income Taxes" in our consolidated financial statements. We believe that our existing working capital and availability under our credit facilities are sufficient to satisfy our present operating requirements and contractual obligations, including the CRA matter noted above.
This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the fair value of the reporting unit to which goodwill belongs is less than its carrying value.
Goodwill We test goodwill for impairment as at December 31, or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have the option to first perform a qualitative assessment of a reporting unit by assessing qualitative factors.
Further, we received $496.9 million of net proceeds from the issuance of $485.0 million of participating Series A Senior Preferred Shares and $15.0 million of common stock in the first quarter of 2023, net of issuance costs.
The change is primarily driven by higher cash inflows in the prior period, as we raised $3.1 billion in debt to fund the acquisition of IAA through the TLA Facility and the Notes, net of debt issuance costs, and received $496.9 million in net proceeds from the issuance of the Series A Senior Preferred Shares and common stock.
Acquisition-related and Integration Costs Acquisition-related and integration costs increased 479% to $216.1 million, primarily given the significant investment banking, consulting, legal and financing costs incurred to effect the acquisition of IAA.
Acquisition-related and Integration Costs Acquisition-related and integration costs decreased 87% to $29.0 million, primarily given the significant investment banking, consulting, financing, legal and other acquisition-related costs incurred in the prior year to complete the acquisition of IAA on March 20, 2023. We have also incurred lower severance and integration costs as integration activities and restructuring is being completed.
Excluding IAA, total revenue increased 11% to $1.9 billion in 2023, with total service revenue increasing by 16% and inventory sales revenue increasing by 2%.
RB Global, Inc. 38 Table of Contents Total Revenue Total revenue increased 16% to $4.3 billion in 2024 as compared to 2023, with total service revenue increasing by 23% and partially offset by a 3% decrease in inventory sales revenue.
We also repaid $654.4 million of long-term debt relating to the redemption of our 2016 Notes and repayment of $150.0 million on our USD TLA Facility, as compared to $1.1 billion of debt repaid in 2022. In addition, we received cash inflows from higher proceeds from the exercise of employee stock options, and from financing certain equipment purchases.
In addition, we repaid $600.0 million of long-term debt in the first half of 2023 for the redemption of our 2016 Notes and $100.0 million repayment of debt on our USD TLA Facility, as 1 We calculate net capital spending as property, plant and equipment additions plus intangible asset additions less proceeds on disposition of property, plant and equipment.
RB Global, Inc. 50 Table of Contents Net cash used in investing activities was $3.1 billion in 2023, as compared to net cash provided by investing activities of $77.2 million in 2022. Net cash used in investing activities increased $3.2 billion primarily due to approximately $2.8 billion of cash outflow for the acquisitions of IAA and VeriTread.
These decreases were offset by an increase in cash outflow of approximately $8.6 million for the acquisition of Boom & Bucket. Net cash used in financing activities was $645.5 million in 2024, as compared to net cash provided by financing activities of $2.7 billion in 2023.
Auctioneers Incorporated (NYSE and TSX: RBA), is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide.
(NYSE and TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform, we facilitate transactions for customers primarily in our commercial, construction and transportation ("CC&T") and automotive sectors.
Listings Services reporting unit goodwill For the year ended December 31, 2023 we performed a qualitative assessment of the Listings Services reporting unit and we concluded there were no indicators of impairment.
As the Company reorganized its reporting structure as at December 31, 2024, we performed goodwill impairment testing immediately before (Listings Services and Rouse reporting units using a qualitative approach, and SmartEquip and VeriTread reporting units using a quantitative approach that utilizes both income and market approaches) and after the reorganization of the reporting units that were impacted by performing a qualitative assessment, and concluded that there were no impairment indicators.
For the year ended December 31, 2023, as compared to the year ended December 31, 2022: • Total GTV increased 131% to $13.9 billion, mainly due to the inclusion of $7.0 billion from IAA • Total revenue increased 112% to $3.7 billion, mainly due to the inclusion of $1.8 billion from IAA. ◦ Service revenue increased 160% to $2.7 billion, mainly due to the inclusion of $1.5 billion from IAA. ◦ Inventory sales revenue increased 39% to $947.1 million, mainly due to the inclusion of $246.9 million from IAA. • Net income decreased 36% to $206.0 million. • Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) increased 122% to $1.0 billion. • Cash on hand at December 31, 2023 was $747.9 million, of which $576.2 million was unrestricted.
Performance Overview and Consolidated Results For the year ended December 31, 2024, as compared to the year ended December 31, 2023: • Total GTV increased 14% to $15.9 billion. • Total revenue increased 16% to $4.3 billion. ◦ Service revenue increased 23% to $3.4 billion. ◦ Inventory sales revenue decreased 3% to $920.6 million. • Net income increased 100% to $412.8 million. • Net income available to common stockholders increased 113% to $372.7 million. • Diluted earnings per share (“EPS”) available to stockholders increased 93% to $2.01 per share. • Diluted adjusted EPS available to stockholders increased 17% to $3.49 per share. • Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 26% to $1.3 billion.
Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2023 2022 2021 2023 over 2022 2022 over 2021 Automotive $ 6,551.2 $ 186.0 $ 158.8 3,422 % 17 % Commercial construction and transportation 5,449.8 4,252.9 3,941.3 28 % 8 % Other 1,929.6 1,587.0 1,433.8 22 % 11 % $ 13,930.6 $ 6,025.9 $ 5,533.9 131 % 9 % In 2023, total GTV compared to 2022 increased by 3,422% in the automotive sector, due to the inclusion of IAA.
The following summarizes our total GTV by geography and by sector for the periods indicated: Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 United States $ 11,966.4 $ 10,266.1 $ 3,432.4 17 % 199 % Canada 2,688.1 2,460.8 1,707.1 9 % 44 % International 1,250.3 1,203.7 886.4 4 % 36 % Total GTV $ 15,904.8 $ 13,930.6 $ 6,025.9 14 % 131 % Year ended December 31, % Change (in U.S. dollars in millions, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Automotive $ 8,277.6 $ 6,531.2 $ 186.0 27 % 3,411 % CC&T 5,805.8 5,446.5 4,252.9 7 % 28 % Other 1,821.4 1,952.9 1,587.0 (7) % 23 % Total GTV $ 15,904.8 $ 13,930.6 $ 6,025.9 14 % 131 % The following table illustrates the breakdown of total lots sold by sector for the periods indicated: Year ended December 31, % Change (in '000's of lots sold, except percentages) 2024 2023 2022 2024 over 2023 2023 over 2022 Automotive 2,297.2 1,788.4 21.0 28 % 8,416 % CC&T 432.3 314.5 181.5 37 % 73 % Other 617.3 591.1 415.3 4 % 42 % Total Lots Sold 3,346.8 2,694.0 617.8 24 % 336 % In 2024, total GTV and lots sold increased primarily due to the full quarter inclusion of IAA in the first quarter of 2024, compared to the 11-day stub period in the first quarter of 2023.
Credit facilities at December 31, 2023 and 2022 were as follows: (in U.S. dollars in millions, except percentages) December 31, 2023 December 31, 2022 % Change Committed DDTL Facility $ — $ 85.5 (100) % Term Loan A Facility (denominated in Canadian dollars) 83.1 — 100 % Term Loan A Facility (denominated in US dollars) 1,675.0 — 100 % Revolving credit facilities 750.0 750.0 — % Uncommitted Revolving credit facilities 5.0 10.0 (50) % Total credit facilities $ 2,513.1 $ 845.5 197 % Unused Revolving credit facilities 729.7 709.8 3 % Total credit facilities unused $ 729.7 $ 709.8 3 % Revolving Credit Facilities At December 31, 2023, of the $755.0 million in revolving credit facilities, $750.0 million relates to our syndicated credit facility and $5.0 million relates to a foreign demand credit facility.
The below were our committed and uncommitted revolving credit facilities at December 31, 2024 and 2023: (in U.S. dollars in millions) December 31, 2024 December 31, 2023 Committed Multicurrency revolving credit facilities $ 750.0 $ 750.0 Uncommitted Foreign demand revolving credit facilities 15.0 5.0 Total revolving credit facilities $ 765.0 $ 755.0 Unused Multicurrency revolving credit facilities $ 705.9 $ 724.7 Foreign demand revolving credit facilities 15.0 $ 5.0 Total credit facilities unused $ 720.9 $ 729.7 Debt Covenants We were in compliance with all financial and other covenants applicable to our credit facilities at December 31, 2024.
GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements. Total service revenue take rate : Total service revenue divided by total GTV. Inventory return : Inventory sales revenue less cost of inventory sold. Inventory rate : Inventory return divided by inventory sales revenue.
We define our key operating metrics as follows: GTV : Represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements.
Recognized in the first quarter of 2023 • $6.7 million share-based payments expense. • $126.2 million of acquisition-related and integration costs primarily relating to the acquisition of IAA.
Operating Income Operating income increased 62% to $761.2 million, primarily driven by the significant decrease in acquisition-related and integration costs and the inclusion of IAA operating income in the first quarter of 2024 for a full quarter compared to the 11-day stub period in the first quarter of 2023.
The decrease was primarily due to higher interest expense from higher debt to fund the acquisition of IAA and a rise in interest rates, partially offset by higher interest income, also due to a rise in interest rates, and lower income tax expense, as discussed above.
Net Income Net income attributable to controlling interests increased 100% to $413.1 million, compared to $206.5 million in 2023. The increase was primarily driven by higher operating income, partially offset by higher income tax expense and higher interest expense due to an increase in long-term debt from funding the IAA acquisition on March 20, 2023.
Adjusted net income available to common stockholders increased 86%, to $502.2 million, compared to $269.9 million in 2022. Diluted adjusted EPS available to common stockholders increased 24% to $2.99 per share, compared to $2.41 per share in 2022. Adjusted EBITDA increased 122% to $1.0 billion, compared to $465.2 million in 2022. U.S.
Diluted adjusted EPS available to common stockholders increased 17% to $3.49 per share, compared to $2.99 per share in 2023. Adjusted EBITDA increased 26% to $1.3 billion, compared to $1.0 billion in 2023. Refer to the non-GAAP measures section below on pages 45 - 51 for further information.
Removed
Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc.
Added
We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, Inc.
Removed
IAA's stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned. As such, we paid approximately $1.7 billion in cash consideration and issued 70.3 million shares of our common stock. In addition, we repaid $1.2 billion of IAA's net debt.
Added
Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and original equipment manufacturers (“OEMs”) of commercial assets and vehicles. We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities.
Removed
IAA facilitates the marketing and sale of total loss, damaged and low-value vehicles for a full spectrum of sellers, including insurance companies, dealerships, fleet lease and rental car companies and charitable organizations. IAA serves a global buyer base with vehicles, vehicle rebuild requirements, replacement part inventory or scrap demand.
Added
We have a global presence, primarily with operations in the United States, Canada, Australia and across Europe, and employ more than 7,800 full-time employees worldwide, of which approximately 67% are located in the United States.
Removed
IAA maintains operations in the United States, Canada and the United Kingdom, with more than 210 facilities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on our exposures to foreign currency transactions at December 31, 2023 , and assuming all other variables remain constant, a 10% change in the Canadian dollar, GBP and Euro against the U.S. dollar would result in a foreign currency translation adjustment of approximately $113.0 million in our consolidated comprehensive income.
Biggest changeBased on our exposures to foreign currency exchange rate risk at December 31, 2024 , and assuming all other variables remain constant, a 10% change in the Canadian dollar, GBP and Euro against the U.S. dollar would have resulted in an additional foreign currency translation adjustment of approximately $113.0 million within consolidated other comprehensive income (loss).
Our foreign currency translation adjustment, which is recorded as a component of consolidated comprehensive income, arises from the translation of our net assets denominated in currencies other than the U.S. dollar to the U.S. dollar for reporting purposes.
Our foreign currency translation adjustment, which is recorded as a component of consolidated other comprehensive income (loss) , arises from the translation of our net assets denominated in currencies other than the U.S. dollar to the U.S. dollar for reporting purposes.
We continue to monitor our exposure to interest rate risk, and while we have not adopted a long-term hedging strategy to protect against interest rate fluctuations associated with our variable rate debt, we may consider hedging specific borrowings if we deem it appropriate in the future. RB Global, Inc. 63 Table of Contents
We continue to monitor our exposure to interest rate risk, and while we have not adopted a long-term hedging strategy to protect against interest rate fluctuations associated with our variable rate debt, we may consider hedging specific borrowings if we deem it appropriate in the future. RB Global, Inc. 51 Table of Contents
As such, after consideration of the effect of foreign exchange contracts in place at December 31, 2023, a 10% foreign currency exchange rate change would not have a significant impact on our net income.
As such, after consideration of the effect of foreign exchange contracts in place at December 31, 2024 , a 10% foreign currency exchange rate change would not have a significant impact on our net income.
Interest Rate Risk Loans under our syndicated and foreign credit facility bear interest, at our option, at a rate equal to either a base rate (or Canadian prime rate for certain Canadian dollar borrowings) or floating rate customarily used by the syndicate and depending on the borrowing currency, including SOFR, SONIA, €STR, EURIBOR, and TIBOR.
Interest Rate Risk Loans under our syndicated and foreign credit facilities bear interest, at our option, at a rate equal to either a base rate (or Canadian prime rate for certain Canadian dollar borrowings) or floating rate customarily used by the syndicate and depending on the borrowing currency, including SOFR, SONIA, €STR, EURIBOR, TIBOR, CORRA, and BBSY.
Based on the amount owing at December 31, 2023, and assuming all other variables remain constant, a change in the interest rate by 100 bps would result in an increase/decrease of approximately $17.7 million in the pre-tax interest we accrue per annum.
Based on the amount owing at December 31, 2024, and assuming all other variables remain constant, a change in the interest rate by 100 bps would result in an increase/decrease of approximately $13.3 million in the pre-tax interest we accrue per annum.
In either case, an applicable margin is added to the rate. At December 31, 2023, we had a total of $1.8 billion in loans (facilities drawn and term loans) bearing floating rates of interest, as compared to $114.6 million at December 31, 2022.
In either case, an applicable margin is added to the rate. At December 31, 2024, we had a total of $1.3 billion in loans (facilities drawn and term loans) bearing floating rates of interest, as compared to $1.8 billion at December 31, 2023.
The proportion of revenues denominated in currencies other than the U.S. dollar in a given period will differ from the annual proportion for the year ended December 31, 2023, which was 29%, and depends on the size and location of auctions held during the period.
The proportion of revenues denominated in currencies other than the U.S. dollar in a given period may differ from the annual proportion for the year ended December 31, 2024, which was 27%, and depends on the size and location of auctions held during the period.
On an annual basis, we expect fluctuations in revenues and operating expenses to largely offset and generally act as a natural hedge against exposure to fluctuations in the value of the U.S. dollar. During 2023, we recorded a foreign currency translation adjustment increase of $41.1 million, compared to a decrease of $29.1 million in 2022.
On an annual basis, we expect fluctuations in revenues and operating expenses to largely offset and generally act as a natural hedge against exposure to fluctuations in the value of the U.S. dollar. During 2024, we recorded a foreign currency translation adjustment loss of $80.8 million, compared to income of $41.1 million in 2023.
At December 31, 2023, fixed rate debt (the 2023 Secured Notes, and the 2023 Unsecured Notes) represents 44% of our long-term debt and bears interest at a fixed rate of 6.750% per annum for the 2023 Secured Notes and 7.750% per annum for the 2023 Unsecured Notes.
At December 31, 2024, fixed rate debt on our senior secured and unsecured notes represents 51% of our long-term debt and bears interest at a fixed rate of 6.750% per annum for the senior secured notes and 7.750% per annum for the senior unsecured notes.

Other RBA 10-K year-over-year comparisons