RB GLOBAL INC.
For the period ended Mar 31, 2025. Filed May 7, 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.
Mar 31, 2025 · Filed May 7, 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 2024-09-30; filed 2024-11-08.
0001628280-24-046505
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001628280-25-023159
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 200 previous paragraphs and 173 current paragraphs.
90 unchanged; 46 reworded; 33 added; 61 removed; 3 previous and 4 current paragraphs rearranged.
Tables are not compared: 31 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 (33)
Current report
•the effect of any tariffs on our results of operations; and
Current 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 also includes 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.
Current report
Proposed Acquisition
Current report
On March 10, 2025, we entered into a definitive equity purchase agreement to acquire J.M. Wood Auction Co., Inc. ("J.M Wood") for approximately $235.0 million in cash consideration, subject to certain adjustments. Under the terms of the agreement, 67% of the estimated purchase price will be paid at closing and the remainder (subject to post-closing adjustments) will be paid in equal installments on the first, second and third anniversaries of the date of closing. In addition to the purchase price, we will pay an agreed upon amount for inventory held for auction at the time of closing.
Current report
Founded in 1973, J.M. Wood focuses on the auction of commercial construction and transportation assets in Alabama and adjacent states and has deep local relationships and experience with municipal customers. The proposed acquisition of J.M. Wood is expected to enhance our geographic coverage, expand our customer base in the United States and bring in deep industry knowledge to further our commitment to putting our partners and customers first. The J.M Wood team will also bring along a hard-working family culture, which is aligned with R.B Global's roots.
Current report
We currently expect the acquisition to be completed in the second or third quarter of 2025, subject to customary closing conditions, including required regulatory clearances.
Current 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.
Current report
Various macroeconomic conditions and trends, such as inflationary pressures, including as a result of tariffs, and interest rate volatility, impact our business, GTV and operating costs. In addition, our GTV is impacted by the combination of unit volume growth and changes in average selling prices.
Current report
•Total GTV decreased 6% to $3.8 billion
Current report
•Total revenue increased 4% to $1.1 billion
Current report
◦Service revenue remained flat at $852.5 million
Current report
•Net income available to common stockholders increased 6% to $102.9 million
Current report
•Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share
Current report
Other Company Developments
Current report
•On April 3, 2025, the Company amended and restated its Credit Agreement dated October 27, 2016, to increase the aggregate principal amount of our multi-currency senior secured revolving credit facilities from $750.0 million to $1.3 billion, and reduce our USD Term Loan A facility aggregate principal amount from $1.2 billion to $950.0 million. As part of the amendment, we also extended the maturity date of the Credit Agreement from September 2026 to April 2030, and reduced our bank spread by approximately 85 basis points and the undrawn revolver fee by approximately 20 basis points.
Current report
Total GTV decreased 6% to $3.8 billion in the first quarter of 2025.
Current report
Total GTV decreased year over year in the first quarter of 2025, driven primarily by lower GTV in our CC&T sector in the United States and Canada. We saw lower GTV as a result of lower lot volumes as consignors are taking a cautious stance amid ongoing market uncertainty, partially offset by a higher average price per lot sold on an improved asset mix. The decrease in GTV was primarily driven by anticipated lower volume within our strategic accounts team, as we benefited in the prior period from certain significant large customer contracts. Partially offsetting the decline in our CC&T sector, we saw higher GTV in our automotive sector due to continued growth from existing partners, as well as year-over-year market share gains, partially offset by a lower average price per lot sold.
Current report
Total revenue increased 4% to $1.1 billion in the first quarter of 2025 primarily due to a 19% increase in inventory sales revenue, while total service revenue remained flat year over year.
Current report
Transactional buyer revenue increased 6%, while total GTV decreased 6%, primarily from higher buyer fees within our automotive sector driven by changes in our buyer fee rate structures implemented in November 2024 and early 2025. Partially offsetting these increases, we saw lower buyer and document fees in line with lower GTV volume in our CC&T sector, despite a higher buyer fee rate structure implemented in early 2025.
Current report
Inventory sales revenue increased 19% in the first quarter of 2025, primarily in our CC&T sector due to contract mix. We saw higher inventory volume driven by a significant inventory contract in the transportation sector in the United States within our strategic accounts, partially offset by lower volume in Canada due to fewer inventory contracts in construction.
Current report
In the first quarter of 2024, cost of inventory sold increased 20% to $235.0 million, primarily in line with a 19% increase in inventory sales revenue. Our inventory rate declined 60 basis points year over year to 8.2%, attributable to weaker performance in all sectors.
Current report
In the first quarter of 2025, selling, general and administrative expenses increased 3% to $205.0 million, primarily due to higher technology costs as part of the development of our new payroll and finance cloud computing systems, higher short-term incentive compensation driven by strong performance, higher professional fees primarily driven by an increase in legal costs associated with the departure of our ex-CEO in 2023 and the CRA matter, partially offset by lower rent expense from the termination of the Bolton lease arrangement in Ontario, Canada at the beginning of the year.
Current report
Adjusted net income available to common stockholders remained flat at $165.2 million in the first quarter of 2025.
Current report
On December 3, 2024, the Canadian Revenue Agency ("CRA") issued the Company a Notice of Assessment and Statement of Interest (“NOA”) for CA $79.1 million (Canadian dollars) (approximately $55.0 million) for additional taxes, interest and penalties with respect to the Company's Luxembourg subsidiary relating to taxation years 2010 through 2015. In February 2025, the Company filed a Notice of Objection with the CRA as it believes it is and has been in full compliance with Canadian tax laws and to begin the appeal process, paid a required deposit of 50% of the assessed amount, or CA$39.5 million (approximately $27.4 million) to the CRA. In the event the Company's tax filing position is not upheld, the Company would be required to pay the remaining 50% of the assessed amount with interest. However, in the event that the Company prevails in its objection or subsequent legal proceedings, the deposit would be refunded with interest to the Company. The matter is expected to take years to resolve. The CRA has also requested information regarding the 2016 to 2020 taxation years for the same matter. For more information on the matter, see "Item 1 – Financial Statements: Note. 7 Income Taxes" in our consolidated financial statements.
Current report
Net cash used in financing activities was $45.0 million in the first three months of 2025, as compared to net cash used in financing activities of $190.9 million in the first three months of 2024. The decrease in cash outflow is primarily driven by the repayment of a $150.0 million debt on our USD TLA Facility in the prior period and higher borrowings on our short-term debt in the current period. These decreases in cash outflow are partially offset by lower proceeds received from the exercise of stock options and higher dividend payments made to common stockholders in the current period.
Current report
Adjusted EBITDA Reconciliation
Current report
NM = Not meaningful
Current report
NM = Not meaningful
Current report
•$14.4 million share-based payments expense.
Current report
•$3.1 million of acquisition-related and integration costs, primarily relating to integration activities in connection with the acquisition of IAA and acquisition-related costs associated with the potential acquisition of J.M Wood.
Current report
•$68.3 million amortization of acquired intangible assets from past acquisitions, primarily IAA.
Current report
•$0.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.
Current report
•$3.9 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes severance associated with the wind-down of our Xcira business, costs incurred for the settlement of remediation costs in connection with a fire at one of our branches, which occurred prior to the acquisition of IAA, as well as costs in connection with the CRA dispute.
Removed paragraphs (61)
Previous report
•Inventory contracts, where we purchase, take custody, and hold used equipment and other assets before they are resold in the ordinary course of business.
Previous report
We collectively refer to guarantee and inventory contracts as underwritten or “at-risk” contracts.
Previous report
In the third quarter of 2024, the Company updated its presentation of disaggregated revenue to align to how management evaluates its financial and business performance. The prior year disaggregation of revenue amounts have been recast in the current quarter to conform with current period presentation.
Previous report
Gross transaction value and operating costs are impacted by various macroeconomic conditions and trends. The combination of unit volume growth and trends in average selling prices impact total gross transaction value.
Previous report
We also see an increase in competitive pressures across all geographies and sectors, continue to experience inflationary pressures on our business through elevated operating costs, and are exposed to interest rate volatility on our variable rate long-term debt totaling approximately $1.4 billion.
Previous report
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. Commencing in the second quarter of 2024, management has begun to review the number of parts sold in our vehicle dismantling business within our other sector and as part of our total lots sold metric.
Previous report
For the third quarter of 2024 as compared to the third quarter of 2023:
Previous report
•Total GTV decreased 7% to $3.6 billion
Previous report
•Total revenue decreased 4% to $981.8 million
Previous report
◦Service revenue increased 1% to $779.9 million
Previous report
◦Inventory sales revenue decreased 18% to $201.9 million
Previous report
•Net income increased 20% to $76.0 million
Previous report
•Net income available to common stockholders increased 22% to $66.9 million
Previous report
•Diluted adjusted EPS available to common stockholders decreased 1% to $0.71 per share
Previous report
Total GTV decreased 7% to $3.6 billion in the third quarter of 2024, and increased 19% to $11.8 billion in the first nine months of 2024.
Previous report
In the third quarter of 2024, total GTV decreased year over year, primarily due to lower average selling prices across all sectors, and mainly in the United States and Canada in our CC&T sector. Average selling prices in our CC&T and other sector experienced unfavorable asset mix as well as price declines. Although we saw lower GTV volume in our CC&T sector, lot volumes in the United States increased primarily due to a large consignor contract in the transportation sector. In addition, volumes decreased due to the non-repeat of several large one-time auction events within our other sector in the United States. In our automotive sector, GTV decreased slightly year over year, driven by International.
Previous report
For the first nine months of 2024, total GTV increased year over year, mainly due to the inclusion of IAA in the first quarter of 2024 for the full quarter, compared to the 11-day stub period in the first quarter of 2023. Excluding the impact of the IAA acquisition in the first quarter, total GTV decreased year over year, primarily driven by lower volumes in our automotive sector in the United States driven by the previously announced shift in assignment volumes from a customer, and due to asset mix and lower price realization within our other and CC&T sectors across North America. These decreases were partially offset by an increase in volume from our strategic accounts within our CC&T sector.
Previous report
Total revenue decreased 4% to $981.8 million in the third quarter of 2024 primarily due to an 18% decrease in inventory sales revenue, partially offset by an 1% increase in total service revenue.
Previous report
Transactional buyer revenue increased 2%, while total GTV decreased 7%, primarily from higher buyer fee rate structures implemented in early 2024 across all sectors. We also saw an increase in buyer fees in our CC&T sector due to a higher proportion of low value lots sold.
Previous report
In the first nine months of 2024, total service revenue increased 29%, with transactional buyer revenue increasing 38%, marketplace services revenue increasing 27%, and transactional seller revenue increasing 15%.
Previous report
Transactional buyer revenue increased 38%, primarily driven by the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023. In addition, transactional buyer revenue increased higher than the 19% increase in total GTV, primarily for the same reasons as discussed above.
Previous report
Marketplace services revenue increased 27%, mainly in our CC&T sector for the same reason as discussed above, as well as due to the increase in fees from the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023.
Previous report
Transactional seller revenue increased 15%, primarily due to the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the first quarter of 2023. In addition, transactional seller revenue increased less than the 21% increase in service GTV, due to softer performances primarily in our guarantee contracts in Canada within our CC&T sector.
Previous report
In the third quarter of 2024, inventory sales revenue decreased 18%, primarily driven by lower volumes in our CC&T sector from softer year over year performances due to lower price realization and contract mix. We also saw a decrease in inventory sales revenue in our automotive sector, driven by lower volumes primarily from an unfavorable contract mix in International and the United States.
Previous report
For the first nine months of 2024, inventory sales revenue decreased 8%, primarily driven by lower volumes in our CC&T sector, mainly in the United States, for the same reasons as discussed above, as well as due to the non-repeat of a large inventory package in the utilities sector in the prior year, partially offset by favorable performances in Canada. In addition, the decreases were also partially offset by the inclusion of inventory sales revenue from IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the prior year.
Previous report
In the third quarter of 2024, costs of services increased 7% to $339.7 million, primarily due to higher costs of services in connection with a large consignor contract in the transportation sector in the United States, which included higher costs to provide transportation services and higher payments to a third party as part of a profit-sharing arrangement. In addition, we saw higher costs of services in our automotive sector as prior year included a benefit related to a fair value adjustment made on the opening balance sheet of IAA at acquisition, as well as due to higher employee compensation expense driven by higher employee benefit costs from changes made to our benefit plans. These increases were partially offset by lower tow costs driven by streamlined processes and improved efficiencies in our automotive sector.
Previous report
For the first nine months of 2024, costs of services increased 53% to $1.0 billion, primarily due to the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the prior year. Cost of services also increased in our CC&T sector as a result of higher costs incurred in providing transportation services in a large consignor contract, as discussed above. We also saw higher prepaid consigned vehicle charges and employee benefit costs in our automotive sector, as discussed above.
Previous report
In the third quarter of 2024, cost of inventory sold decreased 16% to $193.5 million, primarily in line with an 18% decrease in inventory sales revenue. Cost of inventory sold decreased at a lower rate than the decrease in inventory sales revenue mainly due to pricing pressure in both our automotive and CC&T sectors between time of purchase and time of sale.
Previous report
For the first nine months of 2024, cost of inventory sold decreased 9% to $612.8 million, primarily in line with the decrease in inventory sales revenue of 8%.
Previous report
In the third quarter of 2024, selling, general and administrative expenses decreased 13% to $177.8 million, primarily due to lower employee compensation expenses from a decrease in short-term performance-based incentive compensation, lower severance and settlement costs relating to the departure of certain former executives in the prior year, and a decrease in share-based payments expense relating to lower long-term performance-based incentive compensation. In addition, we incurred lower costs for technology consultants in the development of our software and technology platforms, as well as lower travel, advertising and promotion expenses due to strategic cost reduction initiatives.
Previous report
For the first nine months of 2024, selling, general and administrative expenses increased 7% to $584.5 million, mainly due to the inclusion of IAA in the first quarter of 2024 for the full quarter compared to the 11-day stub period in the prior year. We also saw higher employee compensation expense, driven by higher share-based payments expense due to timing, and an increase in the size and fair value of grants. In addition, our costs increased due to a new digital services tax accrual in Canada on certain in-scope revenues which was retroactively applied to the period from January 1, 2022 to June 30, 2024, and higher consulting fees and legal costs. These increases were partially offset by lower short-term incentive-based compensation expense, lower travel, advertising, and promotional expenses, and lower costs due to our strategic cost reduction initiatives.
Previous report
For the first nine months of 2024, acquisition-related and integration costs decreased 88% to $22.9 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. 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.
Previous report
For the first nine months of 2024, operating income increased 84% to $554.2 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 the full quarter compared to the 11-day stub period in the prior year. In addition, we saw a higher flow-through of service revenue, driven by the CC&T sector, partially offset by higher depreciation and amortization driven by the acquisition of IAA.
Previous report
In the third quarter of 2024, the effective tax rate decreased slightly year over year.
Previous report
The decrease in the effective tax rate for the first nine months of 2024 compared to the first nine months of 2023 was primarily due to a decrease in non-deductible expenses. Partially offsetting this decrease was a lower proportionate benefit related to Foreign-Derived Intangible Income (“FDII”) and a lower tax deduction for PSU and RSU share unit expenses that exceeded the related compensation expense.
Previous report
For the first nine months of 2024, net income attributable to controlling interests increased 141% to $294.6 million, primarily driven by higher operating income, as discussed above, 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.
Previous report
Adjusted net income available to common stockholders decreased 1% to $130.8 million in the third quarter of 2024.
Previous report
In order to begin the appeals process, we will be obligated to pay a deposit of at least 50% of any assessed amount to the Canada Revenue Agency ("CRA") when the Company receives a notice of assessment for additional taxes, interest and penalties from the CRA with respect to the Company's Luxembourg subsidiary relating to taxation years 2010 through 2015. Such deposit is required by law as part of the CRA's objection process or subsequent legal proceedings. The notice of assessment is expected to be received in the fourth quarter of 2024. For more information on the matter, see "Item 1 – Financial Statements: Note 7 Income Taxes" in our consolidated financial statements.
Previous report
Net cash used in financing activities was $491.6 million in the first nine months of 2024, as compared to net cash provided by financing activities of $2.7 billion in the first nine months of 2023. 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. 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 compared to $350.0 million repayment on our USD TLA Facility in the current year. We also paid less dividends to common stockholders in the current year, primarily due to the payment of a one-time special dividend
Previous report
in connection with the IAA acquisition in the prior year, and received higher proceeds from the exercise of stock options in the current year, driven by a higher share price.
Showing the first 40 of 61 passages. Open the source sections for the rest.
Reworded paragraphs (46)
Previous wording
•our future capital expenditures and returns on those expenditures; and
Current wording
•our future capital expenditures and returns on those expenditures;
Previous wording
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 34-40).
Current wording
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 29-34).
Previous wording
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.
Current wording
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 wording
We offer our customers multiple distinct, complementary, multi-channel brand solutions that address the range of their buying and selling needs for commercial assets, vehicles and other types of assets. Our global customer base has a variety of transaction options, breadth of services, and the widest selection of used assets available to them. For a complete listing of channels and brand solutions available, please refer to our Annual Report on Form 10-K for the year ended December 31, 2023, which is available on our website athttps://investor.rbglobal.com, on EDGAR atwww.sec.gov, or on SEDAR atwww.sedar.com.
Current 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.
Previous wording
We offer consignors several contract options to meet their individual needs and sale objectives for selling used equipment or vehicles, which include:
Current wording
We offer consignors several contract options to meet their individual needs and sale objectives for selling assets, which include:
Previous wording
•Fixed commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated fixed commission fee;
Current wording
•Fixed fee commission contracts, where the consignor receives the gross proceeds from the sale less a fixed flat fee; and
Previous wording
•Guarantee commission contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level; and
Current wording
•Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level.
Previous wording
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 and 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 brand in North America and Mascus brand in Europe to make private selling more efficient and safer for customers, including a secure transaction management service, complete with invoicing. We also provide an innovative technology platform that supports customers' vehicle merchandising, manages the asset life cycle and integrates procurement with both OEM and dealers.
Current wording
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 wording
Our revenue continues to be comprised of service revenue and inventory sales revenue. Total service revenue includes revenue by customer type, between revenue earned from buyers or sellers who transact in live and online auctions, online marketplaces and private brokerage, as well as marketplace services revenue, revenue earned from optional services provided to our customers.
Current wording
Our revenue continues to be comprised of service revenue and inventory sales revenue. Total service revenue includes revenue by customer type, between revenue earned from buyers or sellers who transact in live and online auctions, online marketplaces and private brokerages, as well as marketplace services revenue, revenue earned from optional services provided to our customers.
Previous wording
Prior to the third quarter of 2024, the Company disaggregated its revenue by commissions earned from its consignors, buyer fees earned from its buyers in each sale transaction, and presented all other fees earned in the rendering of services, whether related to auctions, online marketplaces, private brokerage or other services, within marketplace services revenue. In the current quarter, the Company has updated its presentation of revenue, and as a result transactional seller revenue now includes commissions, pre-negotiated or fixed, as well as certain auction-related fees earned from sellers to complete the sale of an asset, such as towing to our yards, liens search, title processing and online listing and inspection fees. Transactional buyer revenue now includes buyer transaction fees based on a tiered structure earned from purchasers upon purchase of an asset, as well as other auction-related fees earned from buyers to complete the purchase of an asset, such as title processing, late-pick up, salvage buyer platform registration and other administrative processing charges. Accordingly, certain auction-related fees were reclassified from marketplace services revenue to transactional seller or transactional buyer revenue. These changes were made in order to align with how management categorize revenues for internal management purposes.
Current wording
Transactional seller revenue includes commissions, pre-negotiated or fixed, as well as certain auction-related fees earned from sellers to complete the sale of an asset, such as towing to our yards, liens search, title processing and online listing and inspection fees.
Previous wording
In our CC&T sector, the need for transaction solutions following the surge experienced post-pandemic has normalized, and customers are increasingly delaying decisions over disposition of assets as they evaluate the current business conditions in face of an uncertain macro environment, negatively impacting unit volume growth for higher value assets. In addition, macro uncertainty in the construction and transportation end markets is putting pressure on asset prices within the sector. The higher interest rate environment, as well as higher cost of new assets, is driving some customers to delay replacing their existing assets which is contributing to a lower need to transact equipment.
Current wording
In our CC&T sector, the need for transaction solutions following the surge experienced post-pandemic has normalized. Customers are increasingly delaying decisions over disposition of assets as they evaluate the current business conditions in the face of an uncertain macro environment, global trade tensions and changing trade policies, negatively impacting our unit volume growth of higher value assets. In addition, market uncertainty in the construction and transportation 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.
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 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. Used automotive prices are declining following the surge in prices observed during the pandemic.
Current 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.
Previous wording
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. We believe these key operating metrics are useful
Current wording
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. 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.
Previous 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.
Current 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.
Previous wording
Total revenue increased 19% to $3.1 billion in the first nine months of 2024 due to a 29% increase in service revenue, partially offset by an 8% decrease in inventory sales revenue.
Current wording
◦Inventory sales revenue increased 19% to $256.1 million
Previous wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 20% to $0.36 earnings per share
Current wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 4% to $0.55 earnings per share
Previous wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% to $283.7 million
Current wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% to $327.9 million
Previous wording
The following table summarizes key components of our results of operations for the periods indicated. The financial results include IAA from its acquisition on March 20, 2023.
Current wording
The following table summarizes key components of our results of operations for the periods indicated.
Previous wording
In the third quarter of 2024, total service revenue increased 1%, with marketplace services revenue increasing 17%, transactional buyer revenue increasing 2%, primarily offset by transactional seller revenue decreasing 7%.
Current wording
Total service revenue remained flat in the first quarter of 2025, with transactional buyer revenue increasing 6%, offset by transactional seller revenue decreasing 9% and marketplace services revenue decreasing 7%.
Previous wording
Transactional seller revenue decreased 7%, primarily in line with the decrease in service GTV of 6%.
Current wording
Transactional seller revenue decreased 9%, primarily in line with the decrease in service GTV of 7% and a lower commission rate. Although commission rates in both our automotive and CC&T sector increased in the period compared to the prior period, the higher proportion of automotive service GTV in the current quarter led to a lower commission rate overall.
Previous wording
Marketplace services revenue increased 17% in the third quarter of 2024, primarily driven by higher fees earned from transportation services provided to a large consignor contract in the United States in our CC&T sector.
Current wording
Marketplace services revenue decreased 7% in the first 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 and lower fees from electronic title and registration services provided in our automotive sector.
Previous wording
Recognized in the second quarter of 2024
Current wording
In the first quarter of 2025, costs of services increased 3% to $361.9 million primarily driven by higher tow costs from increased activity in our automotive sector and higher employee compensation expenses from changes to our employee benefit plans implemented in the second quarter of 2024 as well as an increase in short-term incentive-based compensation. We also saw an increase in rent expense from the renewal of a lease in California. These increases were partially offset by lower transportation and third-party profit-sharing costs in our CC&T sector due to the non-repeat of a large consignor contract in transportation in the United States.
Previous wording
In the third quarter of 2024, acquisition-related and integration costs decreased 74% to $6.0 million, due to lower integration, severance and other acquisition-related costs in connection with the acquisition of IAA on March 20, 2023.
Current wording
In the first quarter of 2025, acquisition-related and integration costs decreased 76% to $3.1 million, primarily due to lower severance and integration costs in connection with the acquisition of IAA.
Previous wording
For the third quarter of 2024, operating income increased 5% to $153.4 million, driven by a decrease in selling, general and administrative expenses and acquisition-related and integration costs, partially offset by lower flow-through of revenue, as discussed above.
Current wording
For the first quarter of 2025, operating income decreased 5% to $189.5 million, driven by higher depreciation and amortization expense from internally developed software and technology assets, higher selling, general and administrative expenses, as well as lower flow-through of service revenue. These decreases were partially offset by lower acquisition-related and integration costs in connection with the acquisition of IAA and higher flow-through of inventory revenue.
Previous wording
For the third quarter of 2024, income tax expense increased by 13% to $26.2 million, and our effective tax rate decreased 120 bps to 25.6%, as compared to the third quarter of 2023. For the first nine months of 2024, income tax expense increased 105% to $95.3 million, primarily due to the increase in net income before tax, and our effective tax rate decreased 310 bps to 24.5% as compared to the first nine months of 2023.
Current wording
For the first quarter of 2025, income tax expense decreased by 9% to $29.6 million, and our effective tax rate decreased 250 bps to 20.7%, as compared to the first quarter of 2024 primarily due to increased deductions for share-based payments in excess of the related book expense.
Previous wording
In the third quarter of 2024, net income attributable to controlling interests increased 20% to $76.1 million, primarily driven by higher operating income and lower interest expense in the current quarter due to lower long-term debt levels driven by repayments of principal.
Current wording
In the first quarter of 2025, net income attributable to controlling interests increased 5% to $113.4 million, primarily driven by lower interest expense due to lower long-term debt levels driven by repayments of principal in prior year and lower income tax expense from a lower effective tax rate, partially offset by a decrease in operating income, as discussed above.
Previous wording
Diluted EPS available to common stockholders increased 20% to $0.36 per share for the third quarter of 2024, compared to $0.30 per share for the third quarter of 2023. The increase is primarily due to the increase in net income attributable to controlling interests, as discussed above, partially offset by the cumulative dividends and allocated earnings on Series A Senior Preferred Shares.
Current wording
Diluted EPS available to common stockholders increased 4% to $0.55 per share for the first quarter of 2025, compared to $0.53 per share for the first quarter of 2024. The increase is primarily due to the increase in net income attributable to controlling interests, as discussed above.
Previous wording
In the third quarter of 2024, foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses when compared to the prior year quarter. These impacts were primarily due to the fluctuations in the Canadian dollar relative to the U.S. dollar.
Current wording
In the first quarter of 2025, foreign exchange had an unfavorable impact on total revenue and a favorable impact on expenses when compared to the prior year quarter. These impacts were primarily due to the fluctuations in the Canadian dollar relative to the U.S. dollar.
Previous wording
Diluted adjusted EPS available to common stockholders decreased 1% to $0.71 per share in the third quarter of 2024.
Current wording
Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share in the first quarter of 2025.
Previous wording
Adjusted EBITDA decreased 1% to $283.7 million in the third quarter of 2024.
Current wording
Adjusted EBITDA decreased 1% to $327.9 million in the first quarter of 2025.
Previous wording
Refer to the non-GAAP measures section below on pages 34-40 for further information.
Current wording
Refer to the non-GAAP measures section below on pages 29-34 for further information.
Previous wording
We have a 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"). The Credit Agreement matures on September 21, 2026.
Current wording
Our Credit Agreement is comprised of multicurrency revolving facilities and the Term Loan A 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"). On April 3, 2025, the Company amended the Credit Agreement to, among other things, increase the aggregate principal amount of the revolving facilities from $750.0 million to $1.3 billion, reduce the USD TLA Facility from $1.2 billion to $950.0
Previous wording
The TLA Facility loans are subject to quarterly installments of 1.25% of principal, with the balance payable at maturity. During the nine months ended September 30, 2024, the Company repaid $350.0 million of principal on the USD TLA Facility. At September 30, 2024, there are no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt. We continue to seek opportunities to prepay our debt.
Current wording
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 TLA Facility loans are subject to quarterly installment payments of 1.25% of principal, with the balance payable at maturity. As of March 31, 2025, there were no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt; however, with the refinancing completed on April 3, 2025, quarterly installment payments will begin in the third quarter of 2025.
Previous wording
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"). These Notes were used, along with the USD TLA Facility, to fund the acquisition of IAA, and accrue interest to be paid in cash semi-annually in arrears. 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 March 31, 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"). These Notes were used, along with the USD TLA Facility, to fund the acquisition of IAA in March 2023, and accrue interest to be paid in cash semi-annually in arrears. 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.
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 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 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.
Current 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, including interest, on our short-term debt, as well as principal and interest payments on our 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
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. 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.
Current wording
We believe that our existing working capital and availability under our revolving facilities are sufficient to satisfy our present operating requirements and contractual obligations, including to fund the potential acquisition of J.M. Wood, which will be a material cash requirement upon closing. 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.
Previous wording
Our long-term cash requirements include scheduled principal repayments of long-term debt on the TLA Facility of $1.4 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 –
Current wording
Our long-term cash requirements include 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. 14 Debt" and "Item 1 – Financial Statements: Note. 17 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
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 $718.2 million, is sufficient to fund our current and planned operating activities.
Current 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 $691.0 million, is sufficient to fund our current and planned operating activities.
Previous wording
Net cash provided by operating activities was $747.5 million in the first nine months of 2024, as compared to net cash provided by operating activities of $206.7 million in the first nine months of 2023. Net cash provided by operating activities increased $540.8 million mainly due to a lower cash outflow from the net change in operating assets and liabilities of $240.7 million and a decrease in acquisition-related and integration costs in the current year. We also saw a higher net cash inflow from the inclusion of IAA income from operations for a full quarter in the first quarter of 2024 compared to the 11-day stub period in the prior year. These cash inflows were partially offset by higher interest expense. The lower cash outflow from the net change in operating assets and liabilities was primarily driven by the timing, size and number of our auctions, an increase in book overdrafts and prepaid consigned vehicle charges due to the inclusion of IAA, 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, and lower tax prepayments compared to the prior year. In addition, we saw lower cash outflows due to an increase in recovery of advances from customers and reimbursement of leasehold improvements from lessors. The above decreases in cash outflows were partially offset by the timing of higher interest payments on our debt and higher operating lease payments with the inclusion of IAA.
Current wording
Net cash provided by operating activities was $156.8 million in the first three months of 2025, as compared to net cash provided by operating activities of $124.8 million in the first three months of 2024. Net cash provided by operating activities increased $32.0 million partially due to a lower cash outflow from the net change in operating assets and liabilities of $16.4 million, as well as
Previous wording
Recognized in the third quarter of 2024
Current wording
higher net income from operations. The net change in operating assets and liabilities was primarily driven by the timing and size our auctions, higher prepaid costs recognized in the prior period in connection with transportation services provided to a large consignor contract in the United States in our CC&T sector, and lower incentive-based employee compensation costs. These lower cash outflows were partially offset by increases in cash outflows relating to timing of book overdrafts, higher income tax payments as a result of strong performance, the required deposit paid in connection with the CRA matter, and the timing of recovery of advances from customers.
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Transactional buyer revenue includes buyer transaction fees based on a tiered structure earned from purchasers upon purchase of an asset, as well as other auction-related fees earned from buyers to complete the purchase of an asset, such as title processing, late-pick up, salvage buyer platform registration and other administrative processing charges.
Current report — wording carried from elsewhere
For the first quarter of 2025 as compared to the first quarter of 2024:
Current report — wording carried from elsewhere
•Net income increased 5% to $113.3 million
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.
Previous report — wording carried elsewhere
At September 30, 2024, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March
Previous report — wording carried elsewhere
Financial Statements: Note 14 Debt" and "Item 1 – Financial Statements: Note 17 Leases," respectively, in our consolidated financial statements, as well as our audited consolidated financial statements for the year ended December 31, 2023.