RB GLOBAL INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
RBA$93.52-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001628280-25-038323
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001046102-25-000009
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 197 previous paragraphs and 171 current paragraphs.
69 unchanged; 56 reworded; 42 added; 68 removed; 4 previous and 4 current paragraphs rearranged.
Tables are not compared: 29 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (42)
Current report
Recent Developments
Current report
On October 28, 2025, an Australian subsidiary of the Company entered into a definitive agreement to purchase all of the outstanding shares of Smith Broughton Pty Ltd, an Australia based auction company for A$57.5 million ($38.0 million), subject to adjustments for working capital, inventory, and other items. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2025.
Current report
For the third quarter of 2025, as compared to the third quarter of 2024:
Current report
•Total GTV increased 7% to $3.9 billion
Current report
•Total revenue increased 11% to $1.1 billion
Current report
◦Service revenue increased 8% to $845.0 million
Current report
◦Inventory sales revenue increased 23% to $247.7 million
Current report
•Net income increased 25% to $95.2 million
Current report
•Net income available to common stockholders increased 21% to $80.7 million
Current report
•Diluted adjusted EPS available to common stockholders increased 31% to $0.93 per share
Current report
GTV increased 7% in the third quarter of 2025, driven by growth in all regions and sectors.
Current report
Automotive sector GTV increased 6% in the third quarter of 2025 primarily due to market share gains and higher volume from existing partners, partially offset by a decrease in average price per lot sold due to a shift in customer mix, with a greater proportion of remarketed vehicles relative to insurance vehicles.
Current report
CC&T sector GTV increased 9% in the third quarter of 2025 partially due to by the inclusion of J.M. Wood following its acquisition by the Company on July 14, 2025. Excluding the impact of this acquisition, CC&T sector GTV increased due to a higher average price per lot sold, attributable to improved mix. CC&T sector GTV also increased due to higher volumes in Canada and International, partially offset by lower volume in the United States, primarily due to the non-repeat of certain significant customer contracts.
Current report
The following table presents service revenue disaggregated by type for the periods indicated:
Current report
Transactional seller revenue increased 4% in the third quarter of 2025, primarily due to service GTV growth in the automotive and CC&T sectors, as discussed above, partially offset by a slightly lower average seller commission rate.
Current report
Marketplace services revenue decreased 1% in the third quarter of 2025, primarily due to the non-repeat of transportation fees related to a significant customer contract in the United States, partially offset by increased value-added services revenue.
Current report
Transactional seller revenue decreased 3% in the first nine months of 2025, primarily due to a slightly lower average seller commission rate and slightly lower GTV.
Current report
Marketplace services revenue decreased 7% in the first nine months of 2025, primarily due to the non-repeat of transportation fees related to a significant customer contract in the United States.
Current report
Inventory sales revenue increased 23% in the third quarter of 2025, primarily due to the inclusion of J.M. Wood and a large customer in the CC&T sector in the United States. These increases were partially offset by a decline in automotive sector inventory sales revenue as result of the deconsolidation of LKQ SYNETIQ in the second quarter of 2025.
Current report
Cost of inventory sold increased 22% in the third quarter of 2025, in line with the 23% increase in inventory sales revenue.
Current report
Inventory rate expanded 50bps to 4.7% in the third quarter of 2025, attributable to stronger performance in the CC&T sector, primarily in the United States.
Current report
Inventory rate declined 80bps to 5.6% in the first nine months of 2025, attributable to softer performance in all sectors.
Current report
Selling, general and administrative expenses increased 22% in the third quarter of 2025, primarily due to increases in employee compensation costs, professional fees, restructuring costs, technology expenses, and the inclusion of J.M. Wood. Employee compensation and restructuring costs increased primarily due to increased share-based payment expense and severance costs associated with the leadership and organizational changes announced in the third quarter of 2025. Professional fees increased primarily due to increased legal costs and increased consulting expenses related to strategic initiatives, including the organizational changes discussed above. Technology expenses increased primarily due to higher cloud service costs and increased amortization of cloud computing implementation costs associated with recently implemented payroll and finance systems. These increases were partially offset by lower expense from the termination of the Bolton lease arrangement in Ontario, Canada, at the beginning of the year.
Current report
Selling, general and administrative expenses increased 10% in the first nine months of 2025 for the same reasons discussed above, partially offset by the non-repeat of the initial accrual for Canadian digital services tax for the period of January 1, 2022 to June 30, 2024.
Current report
Acquisition-related and integration costs decreased 33% and 57% in the third quarter of 2025 and the first nine months of 2025, respectively, primarily due to a decrease in integration and severance costs related to the IAA acquisition, offset by an increase in acquisition-related costs related to the J.M. Wood acquisition completed in the third quarter of 2025.
Current report
Income tax expense decreased 37% and the effective tax rate decreased 1,080 bps in the third quarter of 2025.
Current report
Income tax expense decreased 14% and the effective tax rate decreased 400 bps in the first nine months of 2025.
Current report
Net income available to common stockholders increased 21% in the third quarter of 2025, primarily due to the decrease in income tax expense, as discussed above, and lower interest expense due to principal repayments and lower interest rates, due in-part to the Credit Agreement amendment completed in the second quarter of 2025. These increases were partially offset by the adjustment of redeemable non-controlling interests described in Item 1 – Financial Statements: Note. 16 Temporary Equity, Equity and Dividends.
Current report
Foreign exchange did not have a material impact on total revenue and expenses in the third quarter of 2025, when compared to the prior year quarter.
Current report
Adjusted EBITDA
Current report
Recognized in the third quarter of 2025
Current report
•$21.6 million share-based payments expense.
Current report
•$10.2 million of restructuring costs, primarily severance relating to organizational changes.
Current report
•$72.7 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
Current report
•$4.7 million of executive transition costs, primarily legal costs associated with the departure of our former CEO in August 2023.
Current report
•$7.4 million of other legal, advisory and non-income tax expenses, which primarily includes certain legal costs, consulting fees in connection with strategic initiatives and settlements of unusual legal claims.
Current report
•$0.7 million accretion of the deferred consideration liability relating to the J.M Wood acquisition.
Current report
•$5.0 million adjustment of redeemable non-controlling interest to its estimated redemption value relating to a put/call agreement with one of the minority unitholders of VeriTread.
Current report
•$1.1 million of restructuring costs, primarily severance relating to organizational changes and the wind-down of our Xcira business.
Current report
•$68.3 million amortization of acquired intangible assets from completed acquisitions, primarily IAA.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (68)
Previous report
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Except for Gross Transaction Value (“GTV”)1, 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.
Previous report
In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with U.S. GAAP. Certain of these data are considered “non-GAAP financial measures” under the SEC rules. The definitions of and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable U.S. GAAP financial measures are included either with the first use thereof or in the Non-GAAP Measures section within this document (refer to pages 33-38).
Previous report
Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding and IAA, Inc. ("IAA"), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands include Rouse Services ("Rouse"), which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip Inc. ("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers ("OEMs") and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport. On July 14, 2025, we also completed the acquisition of J.M. Wood Auction Co., Inc. ("J.M. Wood"), an auction business located in Alabama, United States.
Previous report
Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers. 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.
Previous report
Our customers primarily include automotive insurance companies, as well as end users, dealers, fleet owners, and OEMs of commercial assets and vehicles. We also serve customers in the agriculture, energy, and natural resources sectors, as well as government entities.
Previous report
We have a global presence, primarily with operations in the United States, Canada and across Europe, and employ more than 8,000 full-time employees worldwide, of which approximately 70% are located in the United States.
Previous report
Acquisition of J.M. Wood
Previous report
On July 14, 2025, we completed the acquisition of J.M. Wood, for consideration of approximately $235 million, plus approximately $8 million for inventory held for auction at the time of closing. Approximately 67% of the purchase price, net of certain closing adjustments, was paid on closing with the remainder to be paid in equal installments on the first, second, and third anniversaries of the closing date.
Previous report
J.M. Wood was founded in 1973 and has evolved from a family run operation into a leading auction house in the southeastern United States. The company is recognized for its exceptional customer service, with deep local relationships and experience with municipal customers, and delivers consistent operating results. The acquisition of J.M. Wood is expected to enhance our geographical coverage and expand the Company's customer base in the United States, combining extensive experience in heavy equipment auctions with shared values, deep industry knowledge and customer focus. J.M. Wood will keep its headquarters in Montgomery, Alabama, where its live auction format and leadership team reside.
Previous report
Transaction to jointly provide vehicle parts and dismantling services
Previous report
On June 21, 2025, the Company, through our wholly-owned subsidiary SYNETIQ Ltd., entered into an agreement with LKQ Europe to jointly provide vehicle parts dismantling and distribution services through the newly created venture LKQ SYNETIQ. To prepare for the transaction, the Company moved the net assets to be used in the operations of the joint venture to a newly created entity, and pursuant to the agreement, the Company retained a 40% equity interest and LKQ Europe acquired a 60% equity interest in the new entity in exchange for proceeds of £8.0 million (approximately $11.0 million) to be paid in equal installments on the third, fourth, and fifth anniversaries of the closing date.
Previous report
LKQ Europe is a distributor of automotive aftermarket parts for cars, commercial vans and industrial vehicles in Europe. LKQ SYNETIQ will combine LKQ Europe’s distribution reach and data-driven logistics network with its dismantling, reuse and remanufacturing expertise. The strategic venture is a key building block in expanding the vehicle parts dismantling business and channel across Europe, put sustainable and affordable mobility within reach of workshops and body shops, and further enhance our strategical goals to maximize the environmental and financial potential of every vehicle by providing customers with choice over whether to reduce the carbon footprint of repair.
Previous report
We also provided LKQ SYNETIQ certain loans, subleased certain premises, and entered into a transitional services and vehicle supply contract. The arrangements allow LKQ SYNETIQ to obtain access to certain premises required to conduct operations, obtain access to our auction platform to continue to generate a supply of vehicles, and receive certain transitional services to support its operations.
Previous report
Service Offerings
Previous report
Contract Options
Previous report
We offer consignors several contract options to meet their individual needs and sale objectives for selling assets, which include:
Previous report
•Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;
Previous report
•Fixed fee commission contracts, where the consignor receives the gross proceeds from the sale less a fixed flat fee; and
Previous report
•Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level.
Previous report
We also offer our customers the option to enter into inventory contracts, where we purchase assets before they are resold in the auctions or marketplaces. We may also sell consigned assets or purchased inventory in private sales transactions.
Previous report
Value-added Services
Previous report
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, including refurbishment services such as repair, paint and make-ready services, and parts services to connect equipment owners with parts manufacturers, inspection and appraisals, financial services through Ritchie Bros. Financial Services ("RBFS"), loan payoff services through IAA, end-to-end transportation and logistics services, as well as other services such as insights, data intelligence, performance benchmarking solutions, and title and liens processing. We offer equipment listing services under the RitchieList and Boom & Bucket brands in North America and the Mascus brand in Europe to make private selling more efficient and safe for customers, including a secure transaction management service, complete with invoicing. We also provide an innovative technology platform that supports customers' vehicle merchandising and selling.
Previous report
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.
Previous report
We define our key operating metrics as follows:
Previous report
For the second quarter of 2025 as compared to the second quarter of 2024:
Previous report
•Total GTV increased 2% to $4.2 billion
Previous report
•Total revenue increased 8% to $1.2 billion
Previous report
◦Service revenue increased 3% to $887.2 million
Previous report
◦Inventory sales revenue increased 26% to $298.8 million
Previous report
•Net income decreased 1% to $109.7 million
Previous report
•Diluted adjusted EPS available to common stockholders increased 14% to $1.07 per share
Previous report
Total GTV increased 2% to $4.2 billion in the second quarter of 2025 and decreased 2% to $8.0 billion in the first six months of 2025.
Previous report
Total GTV increased year over year in the second quarter of 2025, driven primarily by higher GTV in our automotive sector, partially offset by lower GTV in our CC&T sector. The increase in the automotive sector's GTV was driven by higher unit volumes, resulting from strong growth from existing partners, as well as market share gains. The average price per lot sold in the automotive sector primarily declined slightly due to shifts in asset mix. The decline in our CC&T sector was driven by lower unit volumes, resulting from ongoing market uncertainty, as well as the non-repeat of some significant large customer contracts. The average price per lot sold in the CC&T sector increased due to a shift in asset mix.
Previous report
Total Revenue
Previous report
Total revenue increased 8% to $1.2 billion in the second quarter of 2025 due to a 26% increase in inventory sales revenue and a 3% increase in total service revenue.
Previous report
Total revenue increased 6% to $2.3 billion in the first six months of 2025 due to a 23% increase in inventory sales revenue and a 2% increase in service revenue.
Previous report
Service revenue is comprised of transactional seller revenue, which mainly includes commissions earned on service GTV from our straight, fixed or guarantee commission contracts, transactional buyer revenue, which mainly includes buyer transaction fees earned on total GTV from buyers on the sale of inventory or consigned equipment, and revenues earned from our marketplace services.
Previous report
The following table summarizes key components of total service revenue for the periods indicated:
Previous report
Total service revenue increased in the second quarter of 2025, with transactional buyer revenue increasing 10%, partially offset by marketplace services revenue decreasing 13% and transactional seller revenue decreasing 4%.
Previous report
Marketplace services revenue decreased 13% in the second quarter of 2025, primarily driven by the non-repeat of fees earned in our CC&T sector from transportation services provided to a large consignor contract in the United States.
Showing the first 40 of 68 passages. Open the source sections for the rest.
Reworded paragraphs (56)
Previous wording
•our ability to integrate acquisitions, including the recently acquired J.M. Wood;
Current wording
•our ability to integrate acquisitions, including the recently acquired J.M. Wood Auction Co., Inc. ("J.M. Wood");
Previous wording
While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, which are available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR atwww.sedar.com, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.
Current wording
While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in Part I, Item 1A: Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, which are available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.
Previous wording
Unless otherwise indicated, all amounts in the following tables are in millions, except share and per share amounts.
Current wording
Unless otherwise indicated, all amounts in the following tables are in millions, except per share amounts.
Previous wording
We provide a global marketplace for our partners and customers to buy and sell a variety of asset classes by leveraging our proprietary transaction solutions, services and market insights. We offer various branded solutions to help our partners and customers more efficiently manage their asset lifecycles and improve on their return on investments. For a complete list of our branded solutions, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR atwww.sedar.com.
Current wording
For a complete overview of our business and a list of our branded solutions, please refer to Part I, Item 1: Business of our Annual Report on Form 10-K for the year ended December 31, 2024, which is available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR+ atwww.sedarplus.ca.
Previous wording
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.
Current wording
Gross Transaction Value ("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.
Previous wording
Our revenue is comprised of service revenue and inventory sales revenue. Service revenue includes transactional revenue earned from buyers or sellers who transact in live and online auctions, online marketplaces and private brokerages, and marketplace services revenue, as well as revenue earned from additional value-added services provided to our customers.
Current wording
Our revenue is comprised of service revenue and inventory sales revenue. Service revenue includes transactional buyer and seller revenue and marketplace services revenue.
Previous wording
Marketplace services revenue include fees earned from various optional value-added services provided to buyers, sellers or other third parties, and includes transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.
Current wording
Marketplace services revenue includes fees earned from various optional value-added services provided to buyers, sellers or other third parties, and includes transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.
Previous wording
Our revenue can fluctuate significantly each period, depending on the mix of sales arrangements driven by customer preferences. Completed straight commission, fixed commission or guarantee commission contracts are recognized as service revenue based on a percentage of GTV or based on a fixed value, while completed inventory contracts result in the full GTV of the assets sold being recorded as inventory sales revenue. As a result, a change in the revenue mix between service revenue and revenue from inventory sales can have a significant impact on our revenue growth percentages.
Current wording
Our revenue can fluctuate significantly each period, depending on the mix of service GTV and inventory GTV. Completed straight commission, fixed commission, and guarantee commission contracts are recognized as service revenue based on a percentage of GTV or on a fixed value, while inventory sales result in the full GTV of the assets sold being recorded as inventory sales revenue. As a result, a change in the mix of service and inventory sales transactions can have a significant impact on our revenue growth percentages.
Previous wording
In our CC&T sector, our customers are increasingly delaying decisions over disposition of assets as they continue to evaluate the current business conditions in the face of an uncertain macro environment, global trade tensions and changing trade policies, which negatively has an impact on the unit volume growth of our higher value assets. In addition, market uncertainty in the CC&T end markets is putting pressure on asset prices within the sector. 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 and machinery.
Current wording
In the CC&T sector, our customers are continuing to delay decisions over disposition of assets as they evaluate the current business conditions in the face of an uncertain macro environment and shifting trade policies. 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 and machinery.
Previous wording
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. 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. 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. Despite these positive trends, we have also seen used automotive prices remain fairly flat year over year, as pricing has normalized following the pandemic.
Current wording
In the 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 aggregate number of miles driven. Used automotive prices, 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. 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, driving a favorable environment for salvage.
Previous wording
•Diluted earnings per share (“EPS”) available to common stockholders decreased 2% to $0.53 earnings per share
Current wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 19% to $0.43 per share
Previous wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 7% to $364.5 million
Current wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 16% to $327.7 million
Previous wording
The following table summarizes key components of our results of operations for the periods indicated.
Current wording
The following table presents the key components of our results of operations for the periods indicated.
Previous wording
The following summarizes our total GTV by geography and by sector for the periods indicated:
Current wording
The following tables present total GTV by geography and by sector for the periods indicated:
Previous wording
The following table illustrates the breakdown of total lots sold by sector for the periods indicated:
Current wording
The following table presents total lots sold by sector for the periods indicated:
Previous wording
For the first six months of 2025, total GTV decreased year over year, driven primarily by lower GTV in our CC&T sector due to lower lot volumes in the United States and Canada, partially offset by higher GTV in our automotive sector for the same reasons as discussed above.
Current wording
GTV increased 1% in the first nine months of 2025, primarily due to higher GTV in the automotive sector for the same reasons discussed above, partially offset by lower GTV in the CC&T sector due to lower volumes in the United States and Canada. The decline in CC&T sector GTV was primarily due to lower unit volume and the non-repeat of certain significant customer contracts.
Previous wording
Transactional buyer revenue increased 10%, while total GTV increased 2%, primarily from higher buyer fees within our automotive sector driven by higher GTV and increases in our buyer fee rate structures implemented in late 2024 and early 2025. Partially offsetting these increases, we saw lower buyer fees in our CC&T sector driven primarily by lower GTV and unfavorable asset mix, despite a higher buyer fee rate structure implemented in early 2025.
Current wording
Transactional buyer revenue increased 12% in the third quarter of 2025, while total GTV increased 7%, primarily due to changes to our buyer fee rate structures implemented in late-2024 and early-2025.
Previous wording
Transactional buyer revenue increased 8%, despite a decrease in total GTV of 2%, primarily from higher buyer fees earned in our automotive sector driven by higher GTV sold and higher buyer fee rate structures implemented in late 2024 and early 2025, partially offset by lower buyer fees from lower GTV sold in our CC&T sector.
Current wording
Transactional buyer revenue increased 9% in the first nine months of 2025, despite an increase in total GTV of 1%, primarily due to changes to our buyer fee rate structures implemented in late-2024 and early-2025.
Previous wording
For the first six months of 2025, inventory sales revenue increased 23%, primarily driven by a shift in contract mix within our CC&T sector, across all regions, as discussed above.
Current wording
Inventory sales revenue increased 23% in the first nine months of 2025, primarily due to a shift in contract mix within our CC&T sector, in addition to the reasons discussed above.
Previous wording
In the second quarter of 2025, costs of services increased 1% to $353.9 million, primarily driven by higher costs of services incurred in our automotive sector in line with higher volume, mainly higher tow costs and employee labor expenses. We also saw higher rent expense as a result of an increase of properties under lease to support the volume in our operations. These increases were partially offset by lower costs of services in our CC&T sector, primarily as a result of lower transportation and third-party profit-sharing costs associated with a large customer contract in the prior year.
Current wording
Costs of services increased 4% in the third quarter of 2025, primarily due to automotive sector volume growth resulting in higher tow and employee compensation expenses and higher property costs as a result of an increase in properties under lease. These increases were partially offset by decreasing CC&T sector costs, mainly as a result of lower transportation and third-party profit-sharing costs associated with a significant customer contract in the prior year.
Previous wording
For the first six months of 2025, costs of services increased 2% to $0.7 billion, primarily for the same reasons as discussed above. In addition, we also saw higher employee compensation expenses as a result of changes to our employee benefit plans implemented in the second quarter of 2024.
Current wording
Costs of services increased 3% in the first nine months of 2025, primarily due to the same reasons discussed above. In addition, we saw higher employee compensation expenses as a result of changes to our employee benefit plans implemented in the second quarter of 2024.
Previous wording
For the first six months of 2025, cost of inventory sold increased 24% to $521.4 million, primarily in line with the increase in inventory sales revenue of 23%.
Current wording
Cost of inventory sold increased 24% in the first nine months of 2025, in line with the 23% increase in inventory sales revenue.
Previous wording
For the first six months of 2025, operating income decreased 6% to $378.1 million, primarily driven by higher selling, general and administrative expenses and the loss on deconsolidation, as discussed above, as well as by higher depreciation and amortization expense mainly from an increase in internally developed software and technology assets. These decreases are partially offset by a higher flow-through of service revenue and lower acquisition-related and integration costs.
Current wording
Operating income increased 3% in the third quarter of 2025, primarily due to higher flow-through of service and inventory revenue, as discussed above. These increases were partially offset by the increase in selling, general, and administrative expenses, as discussed above, and higher depreciation and amortization expense related to increase in internally developed software and technology assets and acquired intangible assets.
Previous wording
For the second quarter of 2025, operating income decreased 7% to $188.6 million, primarily driven by the loss on deconsolidation of $15.5 million and related costs in connection with the LKQ SYNETIQ transaction. We also saw higher selling, general and administrative expenses, as discussed above. These decreases are partially offset by a higher flow-through of service revenue.
Current wording
Operating income decreased 3% in the first nine months of 2025, primarily due to higher selling, general and administrative expenses and depreciation and amortization expense, as discussed above, and the loss on deconsolidation and related costs in connection with the LKQ SYNETIQ transaction which occurred in the second quarter of 2025. These decreases were partially offset by a higher flow-through of service revenue and lower acquisition-related and integration costs, as discussed above.
Previous wording
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
Current wording
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent discrete items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
Previous wording
The decrease in the effective tax rate for the first six months of 2025 compared to the first six months of 2024 was primarily due to foreign exchange tax benefits and a higher tax deduction for expenses relating to performance share units and restricted share units that exceeded the related compensation expense. Partially offsetting these decreases was an increase in valuation allowance for certain deferred tax assets relating to the transaction described in Item 1 – Financial Statements: Note. 14 Loss on Deconsolidation and Recognition of Equity Method Investment.
Current wording
The decrease in the effective tax rate for the third quarter of 2025 and for the first nine months of 2025 was primarily due to certain discrete items, a change in estimate regarding certain deductions, and a higher estimate of income taxed in jurisdictions with lower tax rates. Partially offsetting these decreases was an increase in valuation allowance for certain deferred tax assets relating to the transaction described in Item 1 – Financial Statements: Note. 14 Loss on Deconsolidation and Recognition of Equity Method Investment.
Previous wording
•Net income available to common stockholders decreased 1% to $99.5 million
Current wording
Net Income Available to Common Stockholders
Previous wording
For the first six months of 2025, net income attributable to controlling interests increased 2% to $223.2 million, primarily driven by lower interest expense partially offset by a decrease in operating income, as discussed above, as well as lower interest income from lower rates.
Current wording
Net income available to common stockholders increased 7% in the first nine months of 2025, primarily due to lower interest expense and income tax expense, partially offset by a decrease in operating income and the adjustment of redeemable non-controlling interest, as discussed above, as well as lower interest income from lower rates.
Previous wording
Our Credit Agreement is comprised of multicurrency revolving credit facilities (the "Revolving Facility") and the Term Loan A facility (the "TLA Facility"). The TLA Facility is comprised of a facility denominated in U.S. dollars (the "USD TLA Facility"), and a facility denominated in Canadian dollars (the "CAD TLA Facility").
Current wording
Our Credit Agreement is comprised of multi-currency revolving credit facilities (the "Revolving Facility") and the Term Loan A facility (the "TLA Facility"). The TLA Facility is comprised of a facility denominated in U.S. dollars (the "USD TLA Facility"), and a facility denominated in Canadian dollars (the "CAD TLA Facility").
Previous wording
On April 3, 2025, we amended the Credit Agreement to, among other things, increase the aggregate principal amount of the Revolving Facility from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.2 billion to $950.0 million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. The Revolving Facility and TLA Facility loans bear interest at a benchmark rate plus an applicable margin. The TLA Facility loans are subject to quarterly installment payments of 1.25% of principal beginning on September 30, 2025, with the balance payable at maturity.
Current wording
On April 3, 2025, we amended the Credit Agreement to, among other things, increase the aggregate principal amount of the Revolving Facility from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.2 billion to $950.0 million, reduce certain loan margins and fees, adjust certain covenants for more financial flexibility, and extend the maturity of the Credit Agreement from September 21, 2026 to April 3, 2030. The Revolving Facility and TLA Facility loans bear interest at a benchmark rate plus an applicable margin. The TLA Facility loans are subject to quarterly installment payments of 1.25% of principal, which began on September 30, 2025, with the balance payable at maturity.
Previous wording
At June 30, 2025, 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"). Interest on the Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year. The Secured Notes are jointly and severally guaranteed on a senior secured basis and the Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries.
Current wording
At September 30, 2025, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March 15, 2028 (the "Senior Secured Notes"), and (ii) $800.0 million aggregate principal amount of 7.750% senior unsecured notes due March 15, 2031 (the "Senior Unsecured Notes") (collectively, the "Notes"). Interest on the Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year. The Senior Secured Notes are jointly and severally guaranteed on a senior secured basis and the Senior Unsecured Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. The below were our committed and uncommitted revolving credit facilities at September 30, 2025 and December 31, 2024:
Previous wording
We were in compliance with all financial and other covenants applicable to our Credit Agreement at June 30, 2025.
Current wording
The Company was in compliance with all financial and other covenants applicable to its debt agreements at September 30, 2025.
Previous wording
Cash provided by operating activities can fluctuate significantly from period to period. We assess our liquidity based on our ability to generate cash and secure credit to fund operating, investing, and financing activities. Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, our net capital spending 1, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash flow from operations and our unused capacity under our revolving credit facilities of $988.7 million, is sufficient to fund our current and planned operating activities.
Current wording
Our liquidity is primarily affected by fluctuations in cash provided by operating activities, significant acquisitions of businesses, payment of dividends, net capital spending 1, and repayments of debt. We are also committed under various letters of credit and provide certain guarantees in the normal course of business. We believe our principal sources of liquidity, which include cash and cash equivalents, cash flow from operations, and unused capacity under our revolving credit facilities of $1.0 billion, is sufficient to fund our current and planned operating activities. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.
Previous wording
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 of principal and interest on our short 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.
Current wording
Our short-term cash requirements include, among others, (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 installments, (v) payments of principal and interest on 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.
Previous wording
Our long-term cash requirements include purchase consideration for the J.M.Wood acquisition, scheduled principal and interest payments of long-term debt on the TLA Facility of $1.3 billion and the 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. For more information on our debt and leases, see "Item 1 – Financial Statements: Note. 15 Debt" and "Item 1 – Financial Statements: Note. 18 Leases," respectively, in our consolidated financial statements, as well as in our audited consolidated financial statements for the year ended December 31, 2024.
Current wording
Our long-term cash requirements include, among others, (i) scheduled principal and interest payments on long-term debt, (ii) scheduled repayments of operating lease, finance lease, and equipment financing obligations, and (iii) deferred consideration related to the J.M. Wood acquisition. In the event the Company is not successful in its appeal with the Canada Revenue Agency, as described in Item 1 – Financial Statements: Note. 7 Income Taxes, the Company may be required to pay the remaining assessed amounts with interest. For more information on our debt and leases, see Item 1 – Financial Statements: Note. 15 Debt and Item 1 – Financial Statements: Note. 18 Leases, respectively, in our consolidated financial statements, as well as in our audited consolidated financial statements for the year ended December 31, 2024.
Previous wording
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. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common stock. Further, this additional capital may not be available on reasonable terms, or at all.
Current wording
If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through the equity or debt markets. The issuance of additional equity securities may result in dilution to existing shareholders. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common stock. Further, this additional capital may not be available on reasonable terms, or at all.
Previous wording
Net cash provided by operating activities was $483.3 million in the first six months of 2025, as compared to net cash provided by operating activities of $462.1 million in the first six months of 2024. Net cash provided by operating activities increased $21.2 million due to higher net income from operations, partially offset by a higher cash outflow from the net change in operating assets and liabilities of $44.7 million. The higher cash outflow from the net change in operating assets and liabilities was primarily driven by the timing of book overdrafts, higher income tax installments paid driven by timing, payment of the required deposit in connection with the CRA matter, and the timing of advance payments with customers. These increases in cash outflows are partially offset by lower cash outflows from the size and timing of our auctions, lower incentive-based employee compensation costs paid in the current year, and lower prepayment costs given the non-repeat of a large consignor contract in the transportation sector.
Current wording
The decrease in net cash provided by operating activities was primarily due to higher cash outflows from the net change in operating assets and liabilities of $148.5 million, partially offset by higher net income from operations. The higher cash outflow from the net change in operating assets and liabilities was primarily due to the timing of book overdrafts and income tax installment payments, the deposit paid to the CRA, and the timing of advance payments to customers. These increases were partially offset by lower cash outflows related to the timing and size of auctions, and less incentive-based employee compensation costs paid.
Previous wording
Net cash used in investing activities was $227.9 million in the first six months of 2025, as compared to net cash used in investing activities of $131.7 million in the first six months of 2024. The increase in cash outflow is primarily due to higher capital expenditures of property, plant and equipment, mainly relating to the purchase of properties and real estate improvements to support our IAA operations, including expansion of IAA in Australia, as well as due to an increase in lending arrangements resulting in higher issuance of loans receivable within RBFS.
Current wording
The increase in net cash used in investing activities was primarily due to the acquisition of J.M. Wood and increased property, plant and equipment expenditures mainly relating to the purchase of property and real estate improvements to support IAA operations, including the expansion of IAA to Australia.
Previous wording
Net cash used in financing activities was $130.9 million in the first six months of 2025, as compared to net cash used in financing activities of $322.4 million in the first six months of 2024. The decrease in cash outflow is primarily driven by lower net principal repayments on our long-term debt borrowings and lower proceeds from the exercise of stock options. The decrease in cash outflows was partially offset by an increase in short term debt to primarily finance land purchases in Australia to expand our IAA operations, as well as higher withholding taxes paid on the issuance of common stock, higher dividend payments to our common stockholders, and payment of debt issuance costs in connection with our long-term debt refinancing.
Current wording
The decrease in net cash used in financing activities was primarily due to lower net principal repayments on our long-term debt and an increase in net proceeds from short-term debt, primarily used to finance the expansion of IAA to Australia. The decrease in cash outflows was partially offset by lower proceeds from the exercise of stock options and higher dividend payments to common stockholders.
Previous wording
We declared a dividend of $0.29 per common share for each of the quarters ended March 31, 2025, December 31, 2024, September 30, 2024, and June 30, 2024. We have declared, but not yet paid, a dividend of $0.31 per common share for the quarter ended June 30, 2025. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Current wording
We declared a dividend of $0.31 per common share for the quarter ended June 30, 2025, and $0.29 per common share for each of the quarters ended March 31, 2025, December 31, 2024, and September 30, 2024. We have declared, but not yet paid, a dividend of $0.31 per common share for the quarter ended September 30, 2025. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Showing the first 40 of 56 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
At September 30, 2025, there were no material changes in our critical accounting policies, judgments, estimates and assumptions from those disclosed in Part I, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024.
Current report — wording carried from elsewhere
applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
Current report — wording carried from elsewhere
•$4.0 million of acquisition-related and integration costs, primarily relating to costs associated with the acquisition of J.M. Wood.
Current report — wording carried from elsewhere
•$1.2 million gain on disposition of property, plant and equipment and related costs.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
1 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.
Previous report — wording carried elsewhere
Net Income Attributable to Controlling Interests
Previous report — wording carried elsewhere
The below were our committed and uncommitted revolving credit facilities at June 30, 2025 and December 31, 2024:
Previous report — wording carried elsewhere
As part of the amended Credit Agreement, we increased the capacity available for borrowing on our long-term debt. We believe that our existing working capital and availability under our revolving credit facilities are sufficient to satisfy our present operating requirements and contractual obligations. In the current interest rate environment, we will continue to evaluate and pursue the most financially beneficial arrangements to fund future capital expenditures, which may include lease agreements or cash purchases.