RB GLOBAL INC.
For the period ended Jun 30, 2025. Filed Aug 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.
Jun 30, 2025 · Filed Aug 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 2025-03-31; filed 2025-05-07.
0001628280-25-023159
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 173 previous paragraphs and 197 current paragraphs.
100 unchanged; 48 reworded; 42 added; 23 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 27 previous and 29 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
•our ability to integrate acquisitions, including the recently acquired J.M. Wood;
Current report
Acquisition of J.M. Wood
Current 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.
Current report
Transaction to jointly provide vehicle parts and dismantling services
Current 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.
Current 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.
Current 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.
Current report
For the second quarter of 2025 as compared to the second quarter of 2024:
Current report
•Total GTV increased 2% to $4.2 billion
Current report
•Total revenue increased 8% to $1.2 billion
Current report
◦Service revenue increased 3% to $887.2 million
Current report
◦Inventory sales revenue increased 26% to $298.8 million
Current report
•Net income decreased 1% to $109.7 million
Current report
•Net income available to common stockholders decreased 1% to $99.5 million
Current report
•Diluted adjusted EPS available to common stockholders increased 14% to $1.07 per share
Current 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.
Current report
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 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.
Current 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.
Current report
1 Total GTV and total lots sold in the other sector exclude the results from LKQ SYNETIQ from June 21 2025, the date of its deconsolidation from the Company.
Current 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%.
Current report
Transactional seller revenue decreased 4% driven by lower unit volume and slightly softer seller commission rates in our CC&T sector, partially offset by growth in our automotive sector.
Current report
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 report
Marketplace services revenue decreased 10%, driven by lower fees earned from a decrease in transportation services provided in our CC&T sector, as discussed above.
Current report
Transactional seller revenue decreased 6%, driven by the decrease in service GTV of 3% and a lower commission rate primarily driven by a shift in asset mix.
Current report
Inventory sales revenue increased 26% in the second quarter of 2025, driven primarily by a shift in contract mix in our CC&T sector, across all regions, and most notably within our enterprise accounts in the United States. We also saw higher inventory GTV from a large auction event held in Australia this quarter and a large customer contract in the construction sector in Canada.
Current report
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 report
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 report
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 report
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 report
For the first six months of 2025, selling, general and administrative expenses increased 5% to $427.2 million, primarily for the same reasons as discussed above.
Current report
On June 29, 2025 the Government of Canada announced that it intends to rescind the DST and that legislation will soon be brought forward to rescind the DST Act. At June 30, 2025, the Company continues to accrue DST given that the legislation to rescind the DST Act has not yet been enacted.
Current report
In the second quarter of 2025, acquisition-related and integration costs decreased 34% to $2.7 million, primarily due to lower severance and integration costs in connection with the acquisition of IAA, partially offset by an increase in transaction costs incurred in connection with the recent J.M. Wood acquisition.
Current report
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 report
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 report
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 report
Adjusted net income available to common stockholders increased 15% at $200.5 million in the second quarter of 2025.
Current report
Adjusted EBITDA increased 7% to $364.5 million in the second quarter of 2025.
Current report
On July 14, 2025, we completed the acquisition of J.M. Wood for consideration of approximately $235.0 million, subject to certain adjustments, plus approximately $8 million for inventory held for auction at the time of closing. We paid approximately 67% of the purchase price, net of certain closing adjustments, on closing using cash on hand with the remainder to be paid in equal installments on the first, second, and third anniversaries of the closing date, which we expect to fund by using either cash on hand or borrowing under our revolving credit facilities, or a combination of both.
Current report
•$19.7 million relating to the completed agreement with LKQ Europe to jointly provide vehicle parts dismantling and distribution services through LKQ SYNETIQ, and primarily includes the loss on deconsolidation of $15.5 million and $1.7 million write down of inventory included in cost of goods sold, and $2.5 million of related transaction costs.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Removed paragraphs (23)
Previous report
•our ability to integrate acquisitions;
Previous report
Proposed Acquisition
Previous 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.
Previous 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.
Previous report
•Total GTV decreased 6% to $3.8 billion
Previous report
•Total revenue increased 4% to $1.1 billion
Previous report
◦Service revenue remained flat at $852.5 million
Previous report
◦Inventory sales revenue increased 19% to $256.1 million
Previous report
•Net income increased 5% to $113.3 million
Previous report
•Net income available to common stockholders increased 6% to $102.9 million
Previous report
•Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share
Previous report
Other Company Developments
Previous 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.
Previous report
Total GTV decreased 6% to $3.8 billion in the first quarter of 2025.
Previous 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.
Previous report
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 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.
Previous report
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 report
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 report
Adjusted net income available to common stockholders remained flat at $165.2 million in the first quarter of 2025.
Previous report
Adjusted EBITDA decreased 1% to $327.9 million in the first quarter of 2025.
Previous report
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Previous report
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Reworded paragraphs (48)
Previous wording
•the effect of any tariffs on our results of operations; and
Current wording
•the effect of any current, proposed or future tariffs on our results of operations; and
Previous wording
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“US 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.
Current wording
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 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).
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 33-38).
Previous wording
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 wording
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 wording
We have a global presence, primarily with operations in the United States, Canada and across Europe, and employ more than 7,900 full-time employees worldwide, of which approximately 67% are located in the United States.
Current wording
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 wording
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 wording
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 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.
Current 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.
Previous 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.
Current wording
Transactional seller revenue includes pre-negotiated and fixed commissions, 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
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 wording
Transactional buyer revenue includes buyer transaction fees based on a tiered structure earned from buyers 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 fees, salvage buyer platform registration and other administrative processing charges.
Previous wording
Marketplace services revenue include fees earned from various optional 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 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.
Previous wording
Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences. Completed straight commission, fixed commission or guarantee commission contracts result in the commission being recognized as service revenue based on a percentage of gross transaction value 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 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.
Previous wording
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 wording
Various macroeconomic conditions and trends, such as continued inflationary pressures, the potential impact of current, proposed or future tariffs, and interest rate volatility, impact our business, GTV and operating costs. Our GTV is also impacted by the combination of unit volume growth and fluctuations in average selling prices from changes in market conditions.
Previous 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.
Current 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.
Previous wording
•Diluted earnings per share (“EPS”) available to common stockholders increased 4% to $0.55 earnings per share
Current wording
•Diluted earnings per share (“EPS”) available to common stockholders decreased 2% to $0.53 earnings per share
Previous wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% to $327.9 million
Current wording
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 7% to $364.5 million
Previous wording
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 wording
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 wording
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 purchasers on the sale of inventory or consigned equipment, and revenues earned from our marketplace services.
Current wording
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 wording
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 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.
Previous 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.
Current wording
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.
Previous 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%.
Current wording
In the first six months of 2025, total service revenue increased 2%, with transactional buyer revenue increasing 8%, partially offset by marketplace services revenue decreasing 10%, and transactional seller revenue decreasing 6%.
Previous wording
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 wording
In the second quarter of 2025, cost of inventory sold increased 29% to $286.4 million, primarily in line with a 26% increase in inventory sales revenue. Our inventory rate declined 190 basis points year over year to 4.1%, attributable to softer performances in all sectors.
Previous wording
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 wording
In the second quarter of 2025, selling, general and administrative expenses increased 7% to $222.2 million, driven by higher employee compensation expenses, higher professional fees, as well as an increase in technology expenses. We saw higher employee compensation expenses driven by an increase in share-based payment expense, as well as higher payroll costs primarily driven by higher headcount to support our IT technology initiatives. We also incurred higher professional fees for the refinancing of our Credit Agreement in April 2025, higher consulting expenses in connection with strategic initiatives, and higher legal costs. Technology expenses also increased mainly due to higher cloud service costs and the increase in the amortization of implementation costs associated with the recent development of our new payroll and finance cloud computing systems. These increases were partially offset by the non-repeat of an accrual for the new digital services tax ("DST") in Canada on certain in-scope revenues earned for the period from January 1, 2022 to June 30, 2024 implemented in the prior period, and lower expense from the termination of the Bolton lease arrangement in Ontario, Canada at the beginning of the year.
Previous 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.
Current wording
For the first six months of 2025, acquisition-related and integration costs decreased 66% to $5.8 million primarily due to lower costs incurred in connection with the acquisition of IAA.
Previous 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.
Current 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.
Previous wording
For the first quarter of 2025 as compared to the first quarter of 2024:
Current wording
For the second quarter of 2025, income tax expense decreased slightly by 2% to $35.8 million, and our effective tax rate decreased 20 bps to 24.6%, as compared to the second quarter of 2024. For the six months of 2025, income tax expense decreased 5% to $65.4 million, and our effective tax rate decreased 130 bps to 22.7% as compared to the first six months of 2024.
Previous 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.
Current wording
In the second quarter of 2025, net income attributable to controlling interests decreased 1% to $109.8 million, primarily driven by the decrease in operating income, as discussed above, partially offset by lower interest expense due to lower long-term debt levels driven by repayments of principal and lower interest rates partly as a result of the recent refinancing of our Credit Agreement.
Previous 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.
Current wording
Diluted EPS available to common stockholders decreased 2% to $0.53 per share for the second quarter of 2025, compared to $0.54 per share for the second quarter of 2024. The decrease is primarily due to an increase in the diluted weighted average shares outstanding and the decrease in net income attributable to controlling interests, as discussed above.
Previous 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.
Current wording
In the second quarter of 2025, foreign exchange had a small unfavorable impact on total revenue and a minimal impact on expenses when compared to the prior year quarter. The unfavorable impact on total revenue was primarily due to the fluctuations in the Canadian dollar, partially offset by the Euro, relative to the U.S. dollar.
Previous wording
Diluted adjusted EPS available to common stockholders decreased 1% to $0.89 per share in the first quarter of 2025.
Current wording
Diluted adjusted EPS available to common stockholders increased 14% to $1.07 per share in the second quarter of 2025.
Previous wording
Refer to the non-GAAP measures section below on pages 29-34 for further information.
Current wording
Refer to the non-GAAP measures section below on pages 33-38 for further information.
Previous 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
Current 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").
Previous 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.
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 beginning on September 30, 2025, with the balance payable at maturity.
Previous 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.
Current 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.
Previous wording
We were in compliance with all financial and other covenants applicable to our credit facilities at March 31, 2025.
Current wording
We were in compliance with all financial and other covenants applicable to our Credit Agreement at June 30, 2025.
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, 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.
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 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.
Previous wording
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 wording
On December 3, 2024, the Canada Revenue Agency ("CRA") issued the Company a Notice of Assessment and Statement of Interest (“NOA”) for C$79.1 million ($58.1 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, we filed a Notice of Objection with the CRA, and in June 2025 we filed a Notice of Appeal with the Tax Court of Canada, as we believe we are and has been in full compliance with Canadian tax laws. To begin the appeal process, we paid a required deposit of 50% of the assessed amount, or C$39.5 million ($29.0 million) to the CRA. In the event our tax filing position is not upheld, we 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 us. 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. As at June 30, 2025, we have not received a NOA relating to the 2016 to 2020 taxation years. For more information on the matter, see "Item 1 – Financial Statements: Note. 7 Income Taxes" in our consolidated financial statements.
Previous 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.
Current wording
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.
Previous 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.
Current 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.
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 $691.0 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 $988.7 million, is sufficient to fund our current and planned operating activities.
Previous 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.
Current 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.
Showing the first 40 of 48 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Recognized in the second quarter of 2025
Current report — wording carried from elsewhere
•$25.2 million share-based payments expense.
Current report — wording carried from elsewhere
•$2.7 million of acquisition-related and integration costs, primarily relating to costs associated with the acquisition of J.M. Wood, and integration activities in connection with the acquisition of IAA.
Current report — wording carried from elsewhere
•$0.2 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 — wording carried from elsewhere
•$3.1 million of executive transition costs, primarily legal costs, associated with the departure of our former CEO in August 2023.
Current report — wording carried from elsewhere
•$4.3 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes consulting fees in connection with strategic initiatives, certain legal costs, severance from certain restructuring activities and the wind-down of our Xcira business, partially offset by lower non-income tax related expenses.
Current report — wording carried from elsewhere
•$68.3 million amortization of acquired intangible assets from past acquisitions, primarily IAA.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.