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目录
美国
证券交易委员会
华盛顿特区20549
表格 10-Q
x根据1934年证券交易法第13或15(d)节的季度报告
截至季度结束日期的财务报告2024年9月30日
或者
o根据1934年证券交易法第13或15(d)节的转型报告书
过渡期从________到________
委托文件号码：001-13425
RB Logo.jpg
Rb全球货币，公司.
（依据其宪章指定的注册名称）
加拿大
98-0626225
（设立或组织的其他管辖区域）（纳税人识别号码）
             Two Westbrook Corporate Center, Suite 500,
Westchester, 伊利诺伊州, 美国
60154
(主要领导机构的地址)(邮政编码)
(708) 492-7000
（注册人的电话号码，包括区号）
在法案第12(b)条的规定下注册的证券：
每一类的名称交易标志在其上注册的交易所的名称
普通股RBA请使用moomoo账号登录查看New York Stock Exchange
普通股份购买权N/A请使用moomoo账号登录查看New York Stock Exchange
请用复选标记指示：（1）在过去12个月内是否提交了根据1934年证券交易法第13或15（d）条要求提交的所有报告（或对注册人必须提交此类报告的更短期间），以及（2）在过去90天内是否要求遵守这些提交要求。 Yes x 否 o
请勾选方框，以表明注册人是否在过去12个月内（或其要求提交此类文件的较短期限内）提交了每份交互式数据文件，其提交是根据规则405号第S-T条（本章第232.405条）要求提交的。Yes x 否 o
勾选以下选框，指示申报人是大型加速评估提交人、加速评估提交人、非加速评估提交人、小型报告公司或新兴成长型公司。关于“大型加速评估提交人”、“加速评估提交人”、“小型报告公司”和“新兴成长型公司”的定义，请参见《交易所法规》第12亿.2条。
大型加速报告人
x
加速报告人
o
非加速报告人
o
小型报告公司
o
新兴成长公司
o
如果是新兴成长型公司，请用复选标记表明注册人是否选择不使用延长的过渡期来遵守根据《交易法》第13（a）条规定的任何新的或修订的财务会计准则。 o
请勾选以下事项：是否为外壳公司（根据交易所法规12b-2的定义）：
是的 o 否 x
请说明发行人各类普通股的流通股数，截至最近可行的日期： 184,414,894 普通股份，无面值，截至2024年10月31日仍未偿还。

目录
Rb全球货币公司。
10-Q表格
指数
1
2
3
4
6
7

目录
第一部分 - 财务信息
项目1： 简明综合财务报表
简明合并利润表
(以百万美元表示，股份和每股数据除外)
(未经审计)
三个月结束
9月30日,		九个月结束
9月30日,
2024202320242023
营业收入：
服务收入$779.9 $773.8 $2,488.1 $1,923.4 
存货销售收入201.9 246.0 654.5 715.3 
总收入981.8 1,019.8 3,142.6 2,638.7 
营业费用：    
服务成本339.7 316.8 1,041.5 680.5 
存货销售成本193.5 230.0 612.8 673.4 
销售、一般及行政费用177.8 203.5 584.5 546.2 
收购相关和整合成本6.0 23.1 22.9 195.6 
折旧与摊销111.9 101.1 329.9 246.9 
营业费用总计828.9 874.5 2,591.6 2,342.6 
处置固定资产获得的收益0.5 0.5 3.2 4.4 
营业利润153.4 145.8 554.2 300.5 
利息支出(57.2)(63.7)(181.0)(149.6)
利息收入6.9 4.5 20.3 15.8 
其他收入（损失），净额(1.2)0.4 (2.2)3.0 
汇率期货损益0.3 (0.7)(1.6)(1.4)
税前收入102.2 86.3 389.7 168.3 
所得税费用26.2 23.1 95.3 46.5 
净利润$76.0 $63.2 $294.4 $121.8 
归属于净利润的:    
控股权益$76.1 $63.4 $294.6 $122.2 
可赎回的非控股权益(0.1)(0.2)(0.2)(0.4)
净利润$76.0 $63.2 $294.4 $121.8 
净利润归属控股股东76.1 63.4 294.6 122.2 
A类高级优先股累计股息(6.7)(6.7)(20.1)(17.6)
分配给A类高级优先股的盈余(2.5)(2.0)(9.8)(5.5)
普通股股东可获得的净利润$66.9 $54.7 $264.7 $99.1 
每股收益可供普通股股东使用:    
基本$0.36 $0.30 $1.44 $0.61 
摊薄$0.36 $0.30 $1.43 $0.61 
加权平均股本：
基本184,304,993182,148,717183,752,510161,724,677
摊薄185,499,988183,601,601184,999,899162,916,593
请参见简明合并财务报表的附注。
全球货币Rb 公司。
1
目录
综合所得简化联合财务报表
(以百万美元为单位)
(未经审计)
三个月结束
9月30日,		九个月结束
9月30日,
2024202320242023
净利润$76.0 $63.2 $294.4 $121.8 
其他综合收益（损失），净额所得税后：    
外币翻译调整28.6 (31.4)(6.9)1.6 
综合收益$104.6 $31.8 $287.5 $123.4 
综合收益（损失）所归属的：    
控股权益$104.6 $32.0 $287.6 $123.8 
非控股权益0.1 — 0.1 — 
可赎回的非控股权益(0.1)(0.2)(0.2)(0.4)
综合收益$104.6 $31.8 $287.5 $123.4 
请参见简明合并财务报表的附注。
Rb Global, Inc.
2
目录
汇编的综合资产负债表
（以美元百万计算，除每股数据外）
(未经审计)
9月30日,
2024		12月31日,
2023
资产
流动资产：
现金及现金等价物$650.7 $576.2 
受限现金139.4 171.7 
贸易和其他应收账款净额，扣除拨备金$8.4 和 $6.4，分别
736.3 731.5 
预付委托车辆费用60.7 66.9 
库存163.9 166.5 
其他资产82.4 91.2 
应收所得税款项25.4 10.0 
总流动资产1,858.8 1,814.0 
物业、厂房和设备，净值1,259.5 1,200.9 
经营租赁权使用资产1,431.9 1,475.5 
其他非流动资产96.7 85.6 
无形资产, 净额2,736.5 2,914.1 
商誉4,537.1 4,537.0 
递延所得税资产11.5 10.3 
资产总额$11,932.0 $12,037.4 
负债、临时权益和股东权益
流动负债:
应付拍卖款$546.7 $502.5 
交易和其他负债740.9 685.8 
当前经营租赁负债116.4 118.0 
应付所得税9.3 8.5 
短期债务31.4 13.7 
开多次数4.4 14.2 
流动负债合计1,449.1 1,342.7 
长期经营租赁负债1,326.2 1,354.3 
长期债务2,724.9 3,061.6 
其他非流动负债90.6 86.7 
递延税款负债639.5 682.7 
负债合计6,230.3 6,528.0 
临时股权:
A系列高级优先股；授权股份数目、已发行股份数目和流通股份数目： 485,000,000 (2023年12月31日: 485,000,000)
482.0 482.0 
可赎回非控制权益8.2 8.4 
股东权益:  
优先股和次级优先股，授权无限股份；已发行和流通股份，除了A系列优先股之外： 无 （2023年12月31日： 无)
— — 
普通股，no 面值，授权无限股份；已发行和流通股份： 184,407,685 （2023年12月31日： 182,843,942)
4,140.5 4,054.2 
额外实收资本85.2 88.0 
保留盈余1,034.4 918.5 
累计其他综合损失(51.0)(44.0)
股东权益5,209.1 5,016.7 
非控股权益2.4 2.3 
股东权益合计5,211.5 5,019.0 
总负债、临时权益和股东权益$11,932.0 $12,037.4 
请参阅简明合并财务报表附注。
Rb 全球货币有限公司。
3
目录
暂时股本及股东权益综合变动表
(以美元百万计算，除另有说明者)
(未经查核)
可赎回的
非-
控制
利息		归属于普通股股东Non-
控制
利息		股东权益总额
高级A优先股普通股票额外的
付入
资本金		保留收益
收益		累计
其他
全面性
损失
数量
股份		金额数量
股份		金额
2024年9月30日结束的三个月
2024年6月30日资产负债表485,000,000$482.0 $8.3 184,238,275$4,132.7 $81.9 $1,020.2 $(79.5)$2.3 $5,157.6 
净利润（损失）—— (0.1)—— — 76.1 — — 76.1 
其他综合收益—— — —— — — 28.5 0.1 28.6 
—— (0.1)—— — 76.1 28.5 0.1 104.7 
股票期权行使—— — 116,5086.9 (1.2)— — — 5.7 
与分红派息股单位解冻有关的普通股发行—— — 52,9020.9 (4.3)— — — (3.4)
股份支付费用—— — —— 9.1 — — — 9.1 
归属股本类型的股份单位分红派息—— — —— (0.3)0.3 — — — 
A类优先股参与式分红—— — —— — (2.0)— — (2.0)
A类优先股优先分红—— — —— — (6.7)— — (6.7)
普通股股东所得之股息支付—— — —— — (53.5)— — (53.5)
2024年9月30日结余485,000,000$482.0 $8.2 184,407,685$4,140.5 $85.2 $1,034.4 $(51.0)$2.4 $5,211.5 
截至2023年9月30日止的三个月
2023年6月30日结余485,000,000$482.0 $8.7 181,983,976$3,995.1 $89.7 $887.1 $(52.1)$2.3 $4,922.1 
净利润（损失）—— (0.2)—— — 63.4 — — 63.4 
其他全面损失—— — —— — — (31.4)— (31.4)
—— (0.2)—— — 63.4 (31.4)— 32.0 
股票期权行使—— — 250,27514.5 (2.9)— — — 11.6 
因股份单位解除而发行普通股—— — 15,6010.8 (1.3)— — — (0.5)
与业务组合相关的股票为基础的继续就业成本—— — —0.3 0.4 — — — 0.7 
股份支付费用—— — —— 5.9 — — — 5.9 
归属普通股单位的股息等值—— — —— 0.3 (0.3)— — — 
A系列优先股参与股息—— — —— — (1.8)— — (1.8)
A优先股优先股息—— — —— — (6.7)— — (6.7)
普通股股东所得之股息支付—— — —— — (49.2)— — (49.2)
2023年9月30日的余额485,000,000$482.0 $8.5 182,249,852$4,010.7 $92.1 $892.5 $(83.5)$2.3 $4,914.1 
RB Global, Inc.
4
Table of Contents
Redeemable
non-
controlling
interest		Attributable to common stockholdersNon-
controlling
interest		Total stockholders' equity
Senior A Senior Preferred SharesCommon stockAdditional
paid-In
capital		Retained
earnings		Accumulated
other
comprehensive
loss
Number of
shares		AmountNumber of
shares		Amount
Nine months ended September 30, 2024
Balance, December 31, 2023485,000,000$482.0 $8.4 182,843,942$4,054.2 $88.0 $918.5 $(44.0)$2.3 $5,019.0 
Net income (loss)—— (0.2)—— — 294.6 — — 294.6 
Other comprehensive income (loss)—— — —— — — (7.0)0.1 (6.9)
—— (0.2)—— — 294.6 (7.0)0.1 287.7 
Stock option exercises—— — 979,26656.0 (11.5)— — — 44.5 
Issuance of common stock related to vesting of share units—— — 331,84714.0 (29.6)— — — (15.6)
Issuance of common stock related to ESPP —— — 257,05116.3 (3.2)— — — 13.1 
Share-based continuing employment costs related to business combinations—— — (4,421)— (0.2)— — — (0.2)
Share-based payments expense—— — —— 41.0 — — — 41.0 
Equity-classified share units dividend equivalents—— — —— 0.7 (0.7)— — — 
Participating dividends on Series A Senior Preferred Shares—— — —— — (5.5)— — (5.5)
Preferential dividends on Series A Senior Preferred Shares—— — —— — (20.1)— — (20.1)
Dividends paid to common stockholders—— — —— — (152.4)— — (152.4)
Balance, September 30, 2024485,000,000$482.0 $8.2 184,407,685$4,140.5 $85.2 $1,034.4 $(51.0)$2.4 $5,211.5 
Nine months ended September 30, 2023
Balance, December 31, 2022—$— $— 110,881,363$246.3 $85.3 $1,043.2 $(85.1)$0.5 $1,290.2 
Net income (loss)—— (0.4)—— — 122.2 — — 122.2 
Other comprehensive income—— — —— — — 1.6 — 1.6 
—— (0.4)—— — 122.2 1.6 — 123.8 
Stock option exercises—— — 351,34919.4 (3.8)— — — 15.6 
Issuance of common stock related to vesting of share units—— — 426,25415.9 (33.6)— — — (17.7)
Issuance of common stock related to business combination—— — 70,339,7233,713.2 — — — — 3,713.2 
Share-based continuing employment costs related to business combinations—— — — 0.9 1.4 — — — 2.3 
Replacement of share-based awards in business combination—— — — — 13.1 — — — 13.1 
Share-based payments expense—— — — — 28.5 — — — 28.5 
Equity-classified share units dividend equivalents—— — — — 1.2 (1.2)— — — 
Non-controlling interest acquired in business combination—— 8.9 —— — — — 1.8 1.8 
Issuance of Series A Senior Preferred Shares and common stock, net of issuance costs485,000,000482.0 — 251,16315.0 — — — — 15.0 
Participating dividends on Series A Senior Preferred Shares—— — —— — (5.4)— — (5.4)
Preferential dividends on Series A Senior Preferred Shares—— — —— — (17.6)— — (17.6)
Dividends paid to common stockholders—— — —— — (248.7)— — (248.7)
Balance, September 30, 2023485,000,000$482.0 $8.5 182,249,852$4,010.7 $92.1 $892.5 $(83.5)$2.3 $4,914.1 


See accompanying notes to the condensed consolidated financial statements.
RB Global, Inc.
5
Table of Contents
Condensed Consolidated Statements of Cash Flows
(Expressed in millions of U.S. dollars)
(Unaudited)
Nine months ended September 30,20242023
Cash provided by (used in):
Operating activities:
Net income$294.4 $121.8 
Adjustments for items not affecting cash:
Depreciation and amortization329.9 246.9 
Share-based payments expense45.2 39.9 
Deferred income tax benefit(44.5)(31.4)
Unrealized foreign exchange (gain) loss (0.5)5.4 
Gain on disposition of property, plant and equipment(3.2)(4.4)
Allowance for expected credit losses5.4 — 
Loss on redemption of notes— 3.3 
Gain on remeasurement of investment upon acquisition— (1.4)
Amortization of debt issuance costs9.7 7.1 
Amortization of right-of-use assets114.7 72.9 
Other, net16.1 7.0 
Net changes in operating assets and liabilities(19.7)(260.4)
Net cash provided by operating activities747.5 206.7 
Investing activities:
Acquisition of IAA, net of cash acquired— (2,755.2)
Acquisition of VeriTread, net of cash acquired— (24.7)
Property, plant and equipment additions(110.8)(153.6)
Proceeds on disposition of property, plant and equipment1.5 31.6 
Intangible asset additions(83.7)(83.3)
Proceeds from repayment of loans receivable6.3 2.3 
Issuance of loans receivable(20.8)(18.8)
Other(2.1)(0.6)
Net cash used in investing activities(209.6)(3,002.3)
Financing activities:
Issuance of Series A Senior Preferred Shares and common stock, net of issuance costs— 496.9 
Dividends paid to common stockholders(152.4)(248.7)
Dividends paid to Series A Senior Preferred shareholders(25.6)(21.9)
Proceeds from exercise of options and share option plans57.5 15.5 
Payment of withholding taxes on issuance of shares(14.6)(14.6)
Net increase (decrease) in short-term debt16.4 (23.9)
Proceeds from long-term debt— 3,175.0 
Repayment of long-term debt(353.3)(603.3)
Payment of debt issue costs— (41.7)
Repayment of finance lease and equipment financing obligations(19.7)(13.6)
Proceeds from equipment financing obligations2.0 11.1 
Payment of contingent consideration(1.9)(2.0)
Net cash (used in) provided by financing activities(491.6)2,728.8 
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash(4.1)0.1 
Net increase (decrease) in cash, cash equivalents, and restricted cash42.2 (66.7)
Cash, cash equivalents, and restricted cash, beginning of period747.9 625.9 
Cash, cash equivalents, and restricted cash, end of period$790.1 $559.2 
See accompanying notes to the condensed consolidated financial statements.
RB Global, Inc.
6
Table of Contents
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business and Basis of Preparation
Description of Business
RB Global, Inc. and its subsidiaries (collectively referred to as the “Company”, “RB Global”, "we", "us" or “our”) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. The Company has auction sites in 13 countries and a digital platform to serve customers in more than 170 countries across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture.
The Company's marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles offering online bidding, and IAA, a leading global digital marketplace connecting vehicle buyers and sellers. RB Global's portfolio of brands also includes Rouse Services, which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system, SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers, and VeriTread, an online marketplace for heavy haul transport.
RB Global, Inc. is a company incorporated in Canada under the Canada Business Corporations Act, whose shares are publicly traded on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”).
Basis of Preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of RB Global, Inc. and its subsidiaries from their respective dates of formation, acquisition, or control. All significant intercompany balances and transactions have been eliminated.

Certain information and footnote disclosure required by US GAAP for complete annual financial statements have been omitted and, therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company's most recent annual audited consolidated financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows, and changes in temporary equity and stockholders' equity for the interim periods presented. The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Unless otherwise indicated, all amounts in the following tables are in millions except share and per share amounts.
2. Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require enhanced annual disclosures regarding rate reconciliations and income taxes paid information. The amendments are effective for the Company for fiscal year 2025, with early adoption permitted.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will require enhanced disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"). The amendments are effective for the Company for fiscal year 2024 and for interim periods commencing fiscal year 2025.
RB Global, Inc.
7
Table of Contents
2. Recent Accounting Pronouncements (continued)
The Company is currently evaluating the impact of the adoption of the above ASU's on its consolidated financial statements and related disclosures.
3. Business Combinations
(a)IAA Acquisition
On March 20, 2023, the Company completed its acquisition of IAA, Inc. ("IAA") for a total purchase price of approximately $6.6 billion. The Company acquired IAA to create a leading omnichannel marketplace for vehicle buyers and sellers. IAA stockholders received $12.80 per share in cash and 0.5252 shares of the Company for each share of IAA common stock they owned (the “Exchange Ratio”). As such, the Company paid $1.7 billion in cash consideration and issued 70.3 million shares of its common stock. In addition, the Company repaid $1.2 billion of IAA’s net debt, which included all outstanding borrowings and unpaid fees under IAA’s credit agreement and $500.0 million principal amount of IAA senior notes, at a redemption price equal to 102.75% of the principal amount plus accrued and unpaid interest. IAA’s outstanding equity awards were also cancelled and exchanged into equivalent outstanding equity awards relating to the Company’s common stock, based on the equity award exchange ratio of 0.763139.
The acquisition was accounted for in accordance with ASC 805, Business Combinations. The following table summarizes the final allocation of the purchase price to the fair value of assets acquired and liabilities assumed:
购入价（现金：$1,714.2 百万; 发行普通股的公平价值: $3,712.9 百万; 清偿净债务: $1,157.1 百万; 成本退款: $48.8 百万; 以及交换的股权奖励的公平价值: $13.1 百万）
$6,646.1 
已取得资产 
现金及现金等价物166.6 
贸易及其他应收款项497.3 
存货57.1 
其他流动资产28.0 
所得税应收0.6 
资产、厂房和设备618.5 
营运租赁权使用资产1,289.7 
其他非流动资产34.8 
无形资产 2,712.1 
承担负债 
拍卖收益应付款60.7 
交易及其他负债257.0 
当前经营租赁负债77.5 
应纳所得税款3.5 
长期运营租赁负债1,192.7 
其他非流动负债24.3 
递延所得税负债689.5 
收购可辨识净资产公允价值3,099.5 
购并过程中取得的商誉$3,546.6 
Rb 全球货币有限公司。
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3. 业务组合（续）
以下表格总结了所取得的可识别无形资产的最终公允价值:
资产公允价值
在收购中		加权平均
摊销期
客户关系$2,293.5 15 年
开发出的科技245.2 4 年
商标名称和商标166.6 5 年
正在开发中的软体6.8 — 
总计$2,712.1 13.4 年
商誉是指预期从合并公司的运营、IAA的集合员工和不符合单独认知要求的无形资产中获得的协同效应。预期的协同效应包括增加的营业收入机会及计划整合平台基础设施、设施、人员和系统的成本节省。该交易被视为非课税的业务组合，商誉在税务目的上不可抵扣。
(b)VeriTread 收购
二零二三年一月三日，公司收购 8,889,766 真实读数单位，用于 $25.1 由现有单位持有人提供的百万现金代价，并获得另一笔 1,056,338 通过投资 $ 的单位3.0 百万现金。因此，公司增加了对 Verit 的投资阅读到 75%，并根据 2023 年 1 月 18 日修订的经营协议获得对 VeritRead 的控制权。在收购前，本公司拥有 11VeritRead 的百分比，收购日期公平价值为 $4.3 根据每单位购买价计算百万元，因此，在重新评估其先前持有利息后，该公司录得收益为 $1.4 其他收入数百万，收购时净额。VeritRead 是一家运输技术公司，为开放甲板运输提供在线市场解决方案，连接托运人和服务提供商。
与此同时，公司与VeriTread的少数共同持有人之一签订了看跌/看涨协议，用于剩余单位，另一%的拥有权利。根据该协议，少数共同持有人在特定情况下拥有将其剩余VeriTread单位看跌或卖出给公司的权利，前提是VeriTread达到特定绩效目标并以预定值或公平值进行定值，具体取决于达到目标的时间和目标。当公司在特定整合里程碑达成时，公司也有权以公平值呼叫或购买少数持有人的剩余单位。非控股权益在中期简明的合并资产负债表中归类为暂时性权益。在收购日期，公司确定赎回可赎回的非控制性权益是可能的。在VeriTread持有的%另外非控股权益被分类在权益内，因为该权益不包含看跌/看涨期权。 21根据此协议，少数共同持有人在特定情况下拥有将其剩余VeriTread单位看跌或卖出给公司的权利，前提是VeriTread达到特定绩效目标并以预定值或公平值进行定值，具体取决于达到目标的时间和目标。当公司在特定整合里程碑达成时，公司也有权以公平值呼叫或购买少数持有人的剩余单位。 可赎回 非控股权益在中期简明的合并资产负债表中归类为暂时性权益。在收购日期，公司确定赎回可赎回的非控制性权益是可能的。 4VeriTread持有的%另外非控股权益被分类在权益内，因为该权益不包含看跌/看涨期权。
此购并事项系根据ASC 805准则进行记录。 业务组合. 以下表格概括了将购买价格分配给取得的资产和承担的负债的最终公平价值。
购买价格（现金: $28.1 百万; 以及先前持有的股权公允价值: $4.3 百万）
$32.4 
 
收购可辨识净资产公允价值17.9 
可赎回的非控股权益(8.9)
非控制权益(1.8)
收购时取得的商誉$25.2 
购并后可辨认净资产的最终公允价值包括现金及现金等价物为$3.4 百万，交易及其他应收款项和其他流动资产为$0.9 百万，交易和其他负债为$1.1 百万，确定无形资产为$14.7百万，详情如下表所示：
Rb 全球货币有限公司。
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3. Business Combinations (Continued)
AssetFair value
at acquisition		Weighted average
amortization period
Customer relationships$7.2 5 years
Software and technology assets7.1 7 years
Trade names and trademarks0.4 2 years
Total$14.7 5.9 years
Goodwill relates to benefits expected from the acquisition of VeriTread’s business, its assembled workforce and associated technical expertise, as well as anticipated synergies from applying VeriTread’s transportation platform, network of transport carriers, equipment database and services to the Company’s customer base. This acquisition is expected to accelerate the Company’s marketplace strategy, which brings services, insights, and transaction solutions together to improve the overall customer experience. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes.
4. Segment Information
The Company has one operating and reportable segment which reflects the manner in which the CODM, the Company's Chief Executive Officer, reviews and assesses the performance of the business and allocates resources. The CODM does not evaluate the performance of the Company or allocate resources at any level below the consolidated level or based on the Company's assets or liabilities.
The following table summarizes revenue by geographic area based on the location of the underlying auction activity or rendering of services:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
United States$724.0 $767.1 $2,282.7 $1,881.5 
Canada130.7 126.8 466.4 383.4 
Europe84.9 80.6 248.5 223.1 
Australia27.1 25.0 88.9 90.3 
Other15.1 20.3 56.1 60.4 
Total revenue$981.8 $1,019.8 $3,142.6 $2,638.7 
5. Revenue
In the third quarter of 2024, the Company updated its presentation of disaggregated revenue to be consistent with how management currently evaluates its financial and business performance. The prior year disaggregation of revenue amounts have been recast to conform with current period presentation.
Revenue continues to be disaggregated by service revenue and inventory sales revenue. Total service revenue is further disaggregated 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 by marketplace services revenue; revenue earned from optional value-added services provided to customers. 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 disaggregated revenue presentation, 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, and transactional buyer revenue includes all auction-related fees or charges earned from buyers to complete the purchase of an asset. 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.
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5. Revenue (continued)
The following table summarizes the Company's revenue from the rendering of services and the sale of inventory:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Transactional seller revenue$206.6 $223.2 $695.9 $607.0 
Transactional buyer revenue486.9 476.6 1,522.3 1,104.5 
Marketplace services revenue86.4 74.0 269.9 211.9 
Total service revenue779.9 773.8 2,488.1 1,923.4 
Inventory sales revenue201.9 246.0 654.5 715.3 
Total revenue$981.8 $1,019.8 $3,142.6 $2,638.7 

Transactional seller revenue includes commissions earned from consignors on the sale of consigned assets, as well as other fees earned from consignors to facilitate the sale of an asset such as towing to our yards, liens search, title processing and online listing and inspection fees.

Transactional buyer revenue includes transaction fees based on a tiered structure earned from the purchasers of consigned assets and inventory, as well as other fees earned from buyers to complete the purchase of an asset, such as title processing, late pick-up, salvage buyer platform registration and other administrative processing charges.

Marketplace services revenue includes fees earned from various optional services provided to buyers, sellers, or other third-parties, such as transportation, buyer towing, refurbishment, financing, parts procurement, data and appraisal, and other ancillary services.
In addition, during the three and nine months ended September 30, 2024, approximately 24% and 22%, respectively, of consolidated revenues were associated with vehicles supplied by the Company's three largest provider customers.
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6. Operating Expenses
Acquisition-Related and Integration Costs

Acquisition-related and integration costs consist of operating expenses incurred in connection with business combinations, such as due diligence, advisory, legal, integration, severance, acceleration of share-based payments expense, and share-based continuing employment costs. Integration costs primarily include expenses incurred with third-parties to support integration activities to achieve cost synergies and integration goals relating to recent acquisitions.
The following table summarizes acquisition-related and integration costs by significant acquisition and nature:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
IAA acquisition
Financing$— $— $— $30.0 
Severance2.9 6.6 10.6 29.3 
Integration2.7 11.7 9.7 28.8 
Acceleration of share-based payments expense0.1 0.6 1.0 6.5 
Legal— 0.1 — 12.2 
Investment banking, consulting and other acquisition-related costs0.1 2.9 1.2 67.2 
Settlement of pre-existing contractual arrangement— — — 16.3 
5.8 21.9 22.5 190.3 
Other acquisitions0.2 1.2 0.4 5.3 
Total acquisition-related and integration costs$6.0 $23.1 $22.9 $195.6 
Depreciation and Amortization
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Depreciation$26.2 $24.9 $76.4 $61.9 
Amortization85.7 76.2 253.5 185.0 
$111.9 $101.1 $329.9 $246.9 
7. Income Taxes

Income tax expense for interim periods is based upon an estimate of the annual effective tax rate, adjusted for the effects of any significant and infrequent or unusual items required to be recognized discretely within the current interim period. The estimated income tax expense reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rate fluctuations or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.

The Company's effective tax rate was 25.6% for the three months ended September 30, 2024 and 24.5% for the nine months ended September 30, 2024. The variance from the statutory federal and provincial tax rate in British Columbia, Canada of 27.0% relates primarily to a higher estimate of income taxed in jurisdictions with lower tax rates.

The Company is routinely subject to tax audits and reviews in various jurisdictions around the world. Tax authorities may challenge the manner in which the Company has filed its tax returns and reported its income.

On February 13, 2023, the Canadian Revenue Agency ("CRA") issued a proposal letter to the Company asserting that one of its Luxembourg subsidiaries, which was in operation from 2010 until 2020, was resident in Canada from 2010 through 2015 and that its worldwide income should be subject to Canadian income taxation. The Company responded to the CRA’s proposal letter on June 12,
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7. Income Taxes (continued)
2023 rejecting the assertion regarding Canadian residency. On September 6, 2024, the CRA issued the Company a letter confirming its intention to issue a notice of assessment for the taxation years 2010 through 2015. The Company plans to vigorously defend the notice of assessment as it believes it is and has been in full compliance with Canadian tax laws. As such, the Company plans to file a notice of objection with the CRA at which time the Company will be obligated to deposit at least 50% of the assessed amount to the CRA (which deposit is required by law as part of the CRA's objection process and which would be refunded to the Company in the event that the Company prevailed in its objection or subsequent legal proceedings). In the event that a court of competent jurisdiction makes a final determination that the income of the Luxembourg subsidiary for 2010 through 2015 was subject to Canadian income tax laws, the Company may ultimately be liable for additional total Canadian federal and provincial income tax of approximately $26.0 to $30.0 million, exclusive of interest and penalties, which could be material relative to the size of the tax assessment. If the Company is unsuccessful in appealing the matter, the Company could incur additional income taxes, penalties and interest, which could have a material negative effect on its operations. At September 30, 2024, the Company has not recorded any amounts relating to this matter in the consolidated financial statements because it is the Company’s conclusion that it is more likely than not that the Company’s tax filing position will ultimately be sustained on appeal. During the third quarter of 2024, the CRA has also requested additional information regarding the 2016 to 2020 taxation years.

The Company is unable to predict the ultimate outcome of this matter and the final disposition of any appeals, which could take numerous years to resolve.
8. Earnings Per Share Available to Common Stockholders
The following table details the computation of basic and diluted earnings per share:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Net income available to common stockholders$66.9 $54.7 $264.7 $99.1 
Denominator:
Basic weighted average shares outstanding184,304,993182,148,717183,752,510161,724,677
Weighted average effect of dilutive securities:
Share units590,407875,477617,090655,762
Stock options and employee share purchase plan604,588577,407630,299536,154
Diluted weighted average shares outstanding185,499,988 183,601,601 184,999,899 162,916,593 
Earnings per share available to common stockholders:
Basic$0.36 $0.30 $1.44 $0.61 
Diluted$0.36 $0.30 $1.43 $0.61 
RB Global, Inc.
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9. Supplemental Cash Flow Information
Net Changes in Operating Assets and Liabilities
Nine months ended September 30,20242023
Trade and other receivables$(0.3)$(224.2)
Prepaid consigned vehicle charges6.1 (57.4)
Inventory(8.1)(18.7)
Advances against auction contracts14.3 (4.0)
Prepaid expenses and deposits(5.3)(0.7)
Income taxes receivable(15.5)(38.1)
Auction proceeds payable46.1 152.9 
Trade and other liabilities49.7 60.8 
Income taxes payable1.2 (40.9)
Operating lease obligations(98.9)(89.4)
Other(9.0)(0.7)
Net changes in operating assets and liabilities$(19.7)$(260.4)
Other Supplemental Cash Flow Information
Nine months ended September 30,20242023
Interest paid, net of interest capitalized$201.1 $126.8 
Interest received20.3 15.8 
Net income taxes paid156.0 155.6 
Non-cash purchase of property, plant and equipment under finance lease25.2 10.2 
Non-cash operating right of use assets obtained in exchange for new lease obligations80.5 147.9 
10. Fair Value Measurement
The following table summarizes the fair values and carrying amounts of the Company's financial instruments that are required to be recorded or disclosed at fair value on a recurring basis:
September 30, 2024December 31, 2023
CategoryCarrying
amount		Fair valueCarrying
amount		Fair value
Loans receivableLevel 2$53.3 $53.5 $37.7 $37.6 
Derivative financial assetsLevel 20.1 0.1 0.4 0.4 
Derivative financial liabilitiesLevel 20.1 0.1 — — 
Contingent consideration liabilityLevel 34.7 4.7 5.2 5.2 
Long-term debt
Secured NotesLevel 1544.4 568.6 543.2 565.1 
Unsecured NotesLevel 1790.5 852.0 789.5 848.0 
Term loans Level 21,394.4 1,403.0 1,743.1 1,758.1 
The fair value of loans receivable with a maturity date greater than one year are determined by estimating discounted cash flows using market rates. The fair value of the derivative financial assets, which consist of forward currency contracts, are determined using observable inputs, including foreign currency spot exchange rates and forward pricing curves, and considers the credit risk of the Company and its counterparties. The fair value of the contingent consideration liability, which relates to IAA's acquisition of Marisat, Inc. in 2021, is determined using certain unobservable inputs, including the likelihood of the achievement of volume targets. The fair values of the Secured Notes and Unsecured Notes are determined by reference to a quoted market price traded in an over-the-counter
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10. Fair Value Measurement (Continued)
broker market. The carrying values of the term loans, before deduction of deferred debt issuance costs, approximate their fair values as the interest rates on the loans are short-term in nature.
11. Derivative Financial Instruments
The Company enters into forward currency contracts from time to time to manage its exposure to foreign currency exchange rate fluctuations recognized by its subsidiaries on certain loans receivable and significant intercompany balances. The unrealized gain (loss) on forward currency contracts recognized within foreign exchange gain (loss) is as follows:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Unrealized gain (loss) on forward currency contracts$— $(0.4)$(0.3)$(0.5)
The total gross notional amount of forward currency contracts outstanding as of September 30, 2024 is $47.0 million (December 31, 2023: $33.9 million).
12. Trade and Other Receivables
September 30,
2024		December 31,
2023
Advanced charges receivable$325.3 $374.7 
Trade accounts receivable361.5 315.8 
Consumption taxes receivable18.0 21.1 
Loans receivable34.9 21.8 
Other receivables5.0 4.5 
Trade and other receivables, gross744.7 737.9 
Less: allowance for credit losses(8.4)(6.4)
Trade and other receivables, net$736.3 $731.5 
The Company generally has possession of assets or asset titles collateralizing a significant portion of trade receivables.
The following table presents the activity in the allowance for expected credit losses for the nine months ended September 30, 2024:
Balance at December 31, 2023$6.4 
Current period provision5.4 
Write-offs charged against the allowance(3.4)
Balance at September 30, 2024$8.4 
Loans Receivable
September 30,
2024		December 31,
2023
Loans receivable
Current portion - Trade and other receivables$34.9 $21.8 
Non-current portion - Other non-current assets18.4 15.9 
Total loans receivable$53.3 $37.7 
The Company participates in certain lending arrangements that are fully collateralized and secured by certain equipment, and in some arrangements, also secured by other assets. These arrangements typically have terms of one to five years. In an event of default under these agreements, the Company will take possession of the equipment as collateral or will be entitled to the proceeds of disposition of collateral to recover its loans receivable balance. The allowance for credit losses is not significant.
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13. Trade and Other Liabilities
September 30,
2024		December 31,
2023
Accrued liabilities$209.7 $294.5 
Trade payables140.5 138.9 
Book overdrafts233.3 129.1 
Deferred revenue41.2 17.5 
Taxes payable73.1 63.7 
Current portion of finance leases and equipment financing obligations24.2 24.4 
Share unit liabilities10.4 7.6 
Other payables8.5 10.1 
Trade and other liabilities$740.9 $685.8 
Book overdrafts represent outstanding checks and other outstanding disbursements in excess of funds on deposit. Taxes payable includes value added tax and sales tax.
The Company has also estimated and accrued an immaterial liability, recognized in selling, general and administrative expenses and taxes payable, within trade and other liabilities, for the retroactive impact of the digital services tax for the period from January 1, 2022 to June 30, 2024 arising from Canada’s Digital Services Tax Act, enacted on June 28, 2024. Amounts accrued from July 1, 2024 are recorded within costs of services, as the cost is now considered a direct cost of generating revenues. The estimates are based on the Company’s assessment as to which revenue sources are considered in-scope of the new tax. The Company may determine that additional revenue sources are in-scope as it completes its assessment but does not believe that any additional liability would be material to the consolidated financial statements.
14. Debt
Weighted Average Interest Rate % 1
September 30,
2024		December 31,
2023
Short-term debt7.14 %$31.4 $13.7 
Long-term debt:
Term loans (maturing September 2026):
Term Loan A Facility loan denominated in Canadian dollars, secured7.08 %78.0 83.1 
Term Loan A Facility loan denominated in US dollars, secured7.64 %1,325.0 1,675.0 
Less: unamortized debt issuance costs(8.6)(15.0)
Senior secured and unsecured notes:
6.75% Senior secured notes due in March 2028
550.0 550.0 
Less: unamortized debt issuance costs(5.6)(6.8)
7.75% Senior unsecured notes due in March 2031
800.0 800.0 
Less: unamortized debt issuance costs(9.5)(10.5)
Total long-term debt2,729.3 3,075.8 
Less: current portion of long-term debt4.4 14.2 
Long-term debt$2,724.9 $3,061.6 
1 The weighted average interest rate reflects the rate at the end of the period for the debt outstanding
At September 30, 2024, the Company had unused committed revolving credit facilities aggregating $703.2 million that are available until September 2026, subject to certain covenant restrictions, and unused uncommitted revolving credit facilities aggregating $15.0
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14. Debt (continued)
million with no maturity date. The Company was in compliance with all financial and other covenants applicable to the credit facilities at September 30, 2024.
Term Loans

During 2016, the Company entered into a credit agreement with a syndicate of lenders (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement is comprised of multicurrency revolving facilities (the “Revolving Facilities”) 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”). The Credit Agreement matures on September 21, 2026.
On March 20, 2023, with the closing of the acquisition of IAA, the USD TLA Facility was funded for $1.8 billion and the existing delayed-draw term facility of CAD $115.9 million was refinanced and converted to the CAD TLA Facility. 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. As of September 30, 2024, there are no mandatory principal repayments remaining on the USD TLA Facility until maturity of the debt.
Senior Secured and Unsecured Notes
On March 15, 2023, the Company completed the offering of (i) $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”, and together with the Secured Notes, the “Notes”). The gross proceeds of the Notes were used, along with the TLA Facility, to fund the acquisition of IAA. Interest on the Notes is payable in cash semi-annually in arrears on March 15 and September 15 of each year, and began on September 15, 2023. 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.
15. Temporary Equity, Equity and Dividends
Series A Senior Preferred Shares
The Series A Senior Preferred Shares are convertible into common stock and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions. The conversion price is $71.58 per share as of September 30, 2024. The Series A Senior Preferred Shares carry an initial 5.5% cumulative dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor.
Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at September 30, 2024.
Holders of the Series A Senior Preferred Shares are entitled to vote together with the common shares on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law.
Redeemable Non-controlling Interest
Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company if certain performance targets are met. At September 30, 2024 the Company assessed that redemption of the redeemable non-controlling interest remains probable and that there has been no material change to the estimated redemption value.
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15. Temporary Equity, Equity and Dividends (continued)
Common Stock Dividends
The following table summarizes the details of common stock dividends declared and paid during the nine months ended September 30, 2024 and 2023:
Declaration dateDividend
per share		Record dateTotal
dividends		Payment date
Nine months ended September 30, 2024:
Fourth quarter 2023January 19, 2024$0.27 February 9, 2024$49.3 March 1, 2024
First quarter 2024May 8, 2024$0.27 May 29, 2024$49.6 June 20, 2024
Second quarter 2024August 2, 2024$0.29 August 28, 2024$53.5 September 18, 2024
Nine months ended September 30, 2023:
Special DividendMarch 6, 2023$1.08 March 17, 2023$120.4 March 28, 2023
Fourth quarter 2022January 13, 2023$0.27 February 10, 2023$30.0 March 3, 2023
First quarter 2023May 9, 2023$0.27 May 30, 2023$49.1 June 20, 2023
Second quarter 2023August 2, 2023$0.27 August 23, 2023$49.2 September 13, 2023
Subsequent to September 30, 2024, the Company’s Board of Directors declared a quarterly dividend of $0.29 per common share, payable on December 18, 2024 to common stockholders of record on November 27, 2024.
Foreign Currency Translation Reserve
Foreign currency translation adjustment, a component of other comprehensive income (loss) includes the following:    
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Gains (losses) on intercompany foreign currency transactions of a long-term investment nature$6.0 $(4.9)$(0.1)$(4.3)
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16. Share-based Payments
The following table summarizes the components of share-based payment expense by consolidated income statement classification:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Selling, general and administrative:
Stock option compensation expense$0.7 $1.1 $3.0 $5.4 
Equity-classified share units7.3 10.9 32.9 23.8 
Liability-classified share units0.6 0.1 2.1 0.6 
Employee share purchase plan1.2 1.3 5.8 2.6 
9.8 13.4 43.8 32.4 
Acquisition-related and integration costs:   
Acceleration of share-based payments expense0.1 0.6 1.0 6.5 
Share-based continuing employment costs0.2 0.9 0.4 2.9 
0.3 1.5 1.4 9.4 
$10.1 $14.9 $45.2 $41.8 
Equity-classified and liability-classified share units
The following table summarizes share unit activity for the nine months ended September 30, 2024:
Equity-classifiedLiability-classified
Performance Share Units (Performance Conditions)Performance Share Units (Market Conditions)Restricted Share UnitsDeferred Share Units
NumberWA grant
date fair
value		NumberWA grant
date fair
value		NumberWA grant
date fair
value		NumberWA grant
date fair
value
Outstanding, December 31, 2023415,429$58.35 174,260$74.83 539,671$53.64 100,560$38.36 
Granted161,579 75.93 160,223122.42 322,471 75.76 11,667 72.48 
Vested and settled(114,315)58.79 (58,511)66.08 (232,451)53.47 (3,759)59.05 
Forfeited(15,342)58.10 (9,618)83.59 (26,885)59.15 — — 
Outstanding at September 30, 2024447,351$64.59 266,354$105.06 602,806$65.29 108,468$41.31 

Performance Share Units ("PSUs")
During the nine months ended September 30, 2024 the Company granted PSU's that are equity settled to executives and senior employees, half of which vest based on performance conditions and half of which vest based on market conditions, conditional upon the Company's total shareholder return relative to a peer group. PSU's typically have three year performance and market vesting conditions.
The fair value of PSUs with performance vesting conditions granted during the nine months ended September 30, 2024 were estimated using the closing market price of the Company's common shares listed on the NYSE on the respective grant dates.
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16. Share-based Payments (continued)
The fair value of PSUs with market vesting conditions granted during the nine months ended September 30, 2024 were estimated using a Monte Carlo simulation model on the respective grant dates incorporating the following significant assumptions, presented on a weighted average basis:
Risk free interest rate4.4 %
Expected lives of the PSUs3 years
Expected volatility32.2 %
Average expected volatility of comparable companies48.3 %
Restricted Share Units ("RSUs")
During the nine months ended September 30, 2024 the Company granted RSUs that are equity settled to employees and members of its Board of Directors which vest based on service conditions. RSUs granted to employees typically vest over a three year service period and RSUs granted to directors vest on the earlier of (i) the one year anniversary of the grant date and (ii) the date of the Company's next annual meeting of shareholders. The issuance of shares related to RSUs granted to directors may be deferred at the holder's election.
The fair value of RSUs granted during the nine months ended September 30, 2024 were estimated using the closing market price of the Company's common shares listed on the NYSE on the respective grant dates.
17. Leases
The Company enters into commercial leases for various properties used for auctions or offices, the majority of which are non-cancellable. The Company also has operating leases for computer equipment, motor vehicles and small office equipment. The majority of the Company’s operating leases have a fixed term with a remaining life of one month to 20 years, with renewal options. The leases have varying contract terms, escalation clauses and renewal options.
The Company also enters into finance lease arrangements for certain vehicles, computer and yard equipment, fixtures, and office furniture. The majority of these leases have a fixed term with a remaining life of one month to five years with renewal options.
The following table summarizes the components of lease expense:
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Operating lease cost$60.3 $59.9 $182.2 $132.1 
Finance lease cost
Amortization of leased assets3.4 2.6 9.1 8.5 
Interest on lease liabilities0.6 0.3 1.5 0.9 
Short-term lease cost4.6 4.7 14.6 12.4 
Sublease income(0.2)— (0.6)(0.1)
$68.7 $67.5 $206.8 $153.8 
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18. Contingencies
Legal and Other Claims

On July 31, 2023, Ann Fandozzi informed the Company’s Board of her intention to resign from her position as the Company’s Chief Executive Officer due to a disagreement with the Company regarding her compensation as Chief Executive Officer, as discussed in the Company’s August 2, 2023 press release. The Board accepted her verbal resignation and interpreted her subsequent conduct as affirmation of her resignation. The Company advised Ms. Fandozzi that it was accepting her resignation effective immediately and waiving any written procedural notice requirements under the Employment Agreement by and between Ritchie Bros. Auctioneers (Canada) Ltd. and Ms. Fandozzi, dated December 14, 2019. Ms. Fandozzi disputes that she tendered her resignation. On February 21, 2024, Ms. Fandozzi resigned from the Company’s Board. The matter is currently in arbitration in accordance with the terms of Ms. Fandozzi’s employment agreement.

During the three and nine months ended September 30, 2024, the Company recorded an expense of $0.2 million and $3.3 million, respectively, reflecting changes to the estimated fair value of certain share-based payment awards. Any changes to the estimated payment amount to Ms. Fandozzi as a result of the settlement of the matter could be material.

The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s consolidated balance sheet or consolidated income statement.
Guarantee Contracts
In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.
At September 30, 2024, there were $71.3 million of assets guaranteed under contract, of which 99% is expected to be sold prior to December 31, 2024, with the remainder to be sold by December 31, 2025 (at December 31, 2023: $67.5 million, of which 70% was expected to be sold prior to the end of March 31, 2024, with the remainder expected to be sold by December 31, 2024).
The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.
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ITEM 2:    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements may appear throughout this Quarterly Report on Form 10-Q, including the following section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “confident”, “continue”, “estimate”, “expect”, “intend”, “may”, “remain”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, and may include, among others, statements relating to:
•our future strategy, objectives, targets, projections and performance;
•potential growth and market opportunities;
•potential future mergers and acquisitions;
•our ability to integrate acquisitions;
•the impact of our new initiatives, services, investments, and acquisitions on us and our customers;
•our future capital expenditures and returns on those expenditures; and
•financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs.
While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, which are available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.
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.
Unless otherwise indicated, all amounts in the following tables are in millions, except share and per share amounts.
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).




1 GTV represents total proceeds from all items sold on our auctions and online marketplaces, third-party online marketplaces, private brokerage services and other disposition channels.
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Overview
RB Global, Inc. and its subsidiaries (collectively referred to as “RB Global”, the “Company”, "our", "us", or “we”) (NYSE & TSX: RBA) is a leading global marketplace that connects sellers and buyers of commercial assets and vehicles. Through our omnichannel platform we facilitate transactions for customers primarily in our automotive and commercial construction and transportation ("CC&T") sectors. We also provide our customers value-added marketplace services, technology solutions for vehicle merchandising, platforms for lifecycle management of assets, and a market data intelligence platform to help customers make more informed business decisions.
Our 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.
Our CC&T sector includes heavy equipment such as excavators, dozers, lift and material handling, vocational and commercial trucks and trailers. Our automotive sector includes all consumer automotive vehicles. The other sector primarily includes assets and equipment in the agricultural, forestry and energy industries, government surplus assets, smaller consumer recreational transportation items and parts sold in our vehicle dismantling business. All sectors include salvage and non-salvage transactions.
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.
Service Offerings
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 at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.
Contract Options
We offer consignors several contract options to meet their individual needs and sale objectives for selling used equipment or vehicles, which include:
•Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;
•Fixed commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated fixed commission fee;
•Guarantee commission contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level; and
•Inventory contracts, where we purchase, take custody, and hold used equipment and other assets before they are resold in the ordinary course of business.
We collectively refer to guarantee and inventory contracts as underwritten or “at-risk” contracts.
Value-added Services
We also provide a wide array of value-added services to make the process of selling and buying equipment and vehicles convenient for our customers, 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.
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Revenue Mix Fluctuations
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.
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.
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.
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.

Inventory sales revenue relates to revenue earned through our inventory contracts and is recognized at the GTV of the assets sold, with the related cost recognized in cost of inventory sold.
Our revenue each period can fluctuate significantly based on the mix of sales arrangements, which is driven by customer preferences. 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.
Macroeconomic Conditions and Trends
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.
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.
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.
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.
Key Operating Metrics
We regularly review a number of metrics, including the following key operating metrics, to evaluate our business, measure our performance, identify trends affecting our business, and make operating decisions. We believe these key operating metrics are useful
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to investors because management uses these metrics to assess the growth of our business and the effectiveness of our operational strategies.
We define our key operating metrics as follows:
Gross transaction value ("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.
Inventory return: Inventory sales revenue less cost of inventory sold.
Inventory rate: Inventory return divided by inventory sales revenue.
Total lots sold: A single asset to be sold or a group of assets bundled for sale as one unit. Low value assets are sometimes bundled into a single lot, collectively referred to as “small value lots.”
Historically, we 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.
Performance Overview and Consolidated Results
For the third quarter of 2024 as compared to the third quarter of 2023:
•Total GTV decreased 7% to $3.6 billion
•Total revenue decreased 4% to $981.8 million
◦Service revenue increased 1% to $779.9 million
◦Inventory sales revenue decreased 18% to $201.9 million
•Net income increased 20% to $76.0 million
•Net income available to common stockholders increased 22% to $66.9 million
•Diluted earnings per share (“EPS”) available to common stockholders increased 20% to $0.36 earnings per share
•Diluted adjusted EPS available to common stockholders decreased 1% to $0.71 per share
•Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% to $283.7 million
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Results of Operations
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.
Three months ended September 30,Nine months ended September 30,
% Change% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023202420232024 over 2023
Service revenue$779.9$773.81%$2,488.1$1,923.429%
Inventory sales revenue201.9246.0(18)%654.5715.3(8)%
Total revenue981.81,019.8(4)%3,142.62,638.719%
Costs of services339.7316.87%1,041.5680.553%
Cost of inventory sold193.5230.0(16)%612.8673.4(9)%
Selling, general and administrative177.8203.5(13)%584.5546.27%
Acquisition-related and integration costs6.023.1(74)%22.9195.6(88)%
Depreciation and amortization111.9101.111%329.9246.934%
Total operating expenses828.9874.5(5)%2,591.62,342.611%
Gain on disposition of property, plant and equipment0.50.5—%3.24.4(27)%
Operating income153.4145.85%554.2300.584%
Net income76.063.220%294.4121.8142%
Net income available to common stockholders66.954.722%264.799.1167%
Effective tax rate25.6%26.8%(120)bps24.5%27.6%(310)bps
Total GTV$3,622.2$3,875.4(7)%$11,803.6$9,918.619%
Service GTV3,420.33,629.4(6)%11,149.19,203.321%
Inventory GTV201.9246.0(18)%654.5715.3(8)%
Inventory return$8.4$16.0(48)%$41.7$41.9—%
Inventory rate4.2%6.5%(230)bps6.4%5.9%50bps

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Total GTV
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.
The following summarizes our total GTV by geography and by sector for the periods indicated:

Three months ended September 30,Nine months ended September 30,
% Change% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023202420232024 over 2023
United States $2,822.8 $3,047.6 (7)%$9,015.8 $7,360.0 22 %
Canada 520.4 540.9 (4)%1,917.5 1,723.0 11 %
International279.0 286.9 (3)%870.3 835.6 4 %
Total GTV$3,622.2 $3,875.4 (7)%$11,803.6 $9,918.6 19 %


Three months ended September 30,Nine months ended September 30,
% Change% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023202420232024 over 2023
Automotive$2,031.1 $2,051.1 (1)%$6,143.7 $4,484.8 37 %
Commercial construction and transportation1,217.6 1,352.5 (10)%4,392.1 4,023.7 9 %
Other373.5 471.8 (21)%1,267.8 1,410.1 (10)%
Total GTV$3,622.2 $3,875.4 (7)%$11,803.6 $9,918.6 19 %
The following table illustrates the breakdown of total lots sold by sector for the periods indicated:
Three months ended September 30,Nine months ended September 30,
% Change% Change
(in '000's of lots sold, except percentages)202420232024 over 2023202420232024 over 2023
Automotive553.8 555.0 — %1,686.1 1,215.9 39 %
Commercial construction and transportation103.1 86.6 19 %330.1 227.6 45 %
Other140.8 157.8 (11)%459.9 435.8 6 %
Total Lots Sold797.7 799.4 — %2,476.1 1,879.3 32 %
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.
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.

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Total Revenue
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.
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.
Service Revenue
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.
The following table summarizes key components of total service revenue for the periods indicated:

Three months ended September 30,Nine months ended September 30,
% Change% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023202420232024 over 2023
Transactional seller revenue$206.6 $223.2 (7)%$695.9 $607.0 15 %
Transactional buyer revenue486.9 476.6 2 %1,522.3 1,104.5 38 %
Marketplace services revenue86.4 74.0 17 %269.9 211.9 27 %
Total service revenue$779.9 $773.8 1 %$2,488.1 $1,923.4 29 %
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%.
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.
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.
Transactional seller revenue decreased 7%, primarily in line with the decrease in service GTV of 6%.
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%.
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.
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.
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.
Inventory Sales Revenue
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.
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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.
Costs of Services
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.
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.
Cost of Inventory Sold
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.
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%.
Selling, General and Administrative
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.
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.
Acquisition-related and Integration Costs
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.
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.
Operating Income
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.
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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.
Income Tax Expense and Effective Tax Rate
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
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.
In the third quarter of 2024, the effective tax rate decreased slightly year over year.
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.
Net Income Attributable to Controlling Interests
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.
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.
Diluted EPS
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.
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U.S. Dollar Exchange Rate Comparison
We conduct global operations in various currencies, with our presentation currency being the U.S. dollar. The following table presents the variance in select foreign exchange rates over the comparative reporting periods:
% Change
Value of one local currency to U.S. dollar202420232024 over 2023
Period-end exchange rate - September 30,
Canadian dollar0.73940.7365— %
Euro1.11421.05815 %
British pound sterling1.33801.219810 %
Australian dollar0.69170.64298 %
Average exchange rate - Three months ended September 30,
Canadian dollar0.73290.7455(2)%
Euro1.09901.08861 %
British pound sterling1.30011.26623 %
Australian dollar0.66960.65462 %
Average exchange rate - Nine months ended September 30,
Canadian dollar0.73530.7432(1)%
Euro1.08731.0839— %
British pound sterling1.27671.24413 %
Australian dollar0.66220.6690(1)%
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.
Non-GAAP Measures
As part of management’s non-GAAP measures, we may eliminate the financial impact of certain items that we do not consider to be part of our normal operating results.
Adjusted net income available to common stockholders decreased 1% to $130.8 million in the third quarter of 2024.
Diluted adjusted EPS available to common stockholders decreased 1% to $0.71 per share in the third quarter of 2024.
Adjusted EBITDA decreased 1% to $283.7 million in the third quarter of 2024.
Refer to the non-GAAP measures section below on pages 34-40 for further information.
Debt
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.
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.
At September 30, 2024, the Company also had $550.0 million aggregate principal amount of 6.750% senior secured notes due March
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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.
The below were our committed and uncommitted revolving credit facilities at September 30, 2024 and December 31, 2023:
(in U.S. dollars in millions)September 30, 2024December 31, 2023
Committed
Multicurrency revolving credit facilities$750.0 $750.0 
Uncommitted
Foreign demand revolving credit facilities15.0 5.0 
Total revolving credit facilities$765.0 $755.0 
Unused
Multicurrency revolving credit facilities$703.2 $724.7 
Foreign demand revolving credit facilities15.0 5.0 
Total revolving credit facilities unused$718.2 $729.7 
    
Debt Covenants
We were in compliance with all financial and other covenants applicable to our credit facilities at September 30, 2024.
Our ability to borrow under the Credit Agreement is subject to compliance with financial covenants of a consolidated leverage ratio and a consolidated interest coverage ratio. In the event of sustained deterioration of global markets and economies, we expect the covenants pertaining to our leverage ratio would be the most restrictive to our ability to access funding under our Credit Agreement. We continue to evaluate courses of action to maintain current levels of liquidity and compliance with our debt covenants.
For more information on our debt, see "Item 1 – Financial Statements: Note 14 Debt" in our consolidated financial statements.
Liquidity and Capital Resources
Our short-term cash requirements include (i) payment of quarterly dividends to common shareholders on an as-declared basis, and payment of participating dividends and preferential dividends to preferred equity holders, (ii) settlement of contracts with consignors 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.
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.
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.
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 –
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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.
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 spending1, 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.
Book overdrafts represent outstanding checks and other pending disbursements, which are in excess of cash account balances with a right of offset. The excess of such amounts is included within trade and other liabilities in our consolidated balance sheet.
If we were to consider further acquisitions to deliver on our strategic growth drivers, we may seek financing through equity markets or additional debt markets. The issuance of additional equity securities may result in dilution to our shareholders. Issuance of preferred equity securities could provide for rights, preferences or privileges senior to those of our common stock. Further, this additional capital may not be available on reasonable terms, or at all.
Cash Flows
Nine months ended September 30,
Change
(in U.S. dollars in millions)202420232024 over 2023
Cash provided by (used in):
Operating activities$747.5 $206.7 $540.8 
Investing activities(209.6)(3,002.3)2,792.7 
Financing activities(491.6)2,728.8 (3,220.4)
Effect of changes in foreign currency rates(4.1)0.1 (4.2)
Net decrease in cash, cash equivalents, and restricted cash$42.2 $(66.7)$108.9 
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.
Net cash used in investing activities was $209.6 million in the first nine months of 2024, as compared to net cash used in investing activities of $3.0 billion in the first nine months of 2023. The decrease is primarily due to cash used in the prior period to fund the acquisitions of IAA and VeriTread, as well as lower capital expenditures on property, plant and equipment.
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
1 We calculate net capital spending as property, plant and equipment additions plus intangible asset additions less proceeds on disposition of property, plant and equipment.
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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.
Dividend Information
We declared a dividend of $0.29 per common share for the quarter ended June 30, 2024, and $0.27 per common share for each of the quarters ended March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023. We have declared, but not yet paid, a dividend of $0.29 per common share for the quarter ended September 30, 2024. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Debt over Net Income
Debt at the end of the third quarter of 2024 represented 7.3 times net income at and for the trailing twelve months ended September 30, 2024, compared to 18.7 times net income at and for the trailing twelve months ended September 30, 2023. The decrease in this debt/net income multiplier was primarily due to higher net income from the inclusion of IAA's net income compared to the stub period in the prior year, as well as lower levels of debt driven by repayments of principal on our TLA Facility. The adjusted net debt/adjusted EBITDA was 1.7 times at and for the trailing twelve months ended September 30, 2024, compared to 3.2 times at and for the trailing twelve months ended September 30, 2023. The decrease in this debt/net income multiplier was due to the same reasons as discussed above.
Critical Accounting Policies, Judgments, Estimates and Assumptions
In preparing our consolidated financial statements in conformity with US GAAP, we must make decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances and historical experience. At September 30, 2024, there were no material changes in our critical accounting policies, and there were no material changes in judgments, estimates and assumptions from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Non-GAAP Measures
We reference various non-GAAP measures throughout this Quarterly Report on Form 10-Q. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with US GAAP.
Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders Reconciliation
We believe that adjusted net income available to common stockholders provides useful information about the growth or decline of our net income available to common stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted adjusted EPS available to common stockholders eliminates the financial impact of adjusting items from net income available to common stockholders that we do not consider to be part of our normal operating results. Please refer to page 40 for a summary of adjusting items.
Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the effects of adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items.
Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.
Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.
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The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our consolidated financial statements:
Three months ended September 30,Nine months ended September 30,
% Change% Change
(in U.S. dollars in millions, except share, per share data, and percentages)202420232024 over 2023202420232024 over 2023
Net income available to common stockholders$66.9 $54.7 22 %$264.7 $99.1 167 %
Share-based payments expense9.7 12.7 (24)%41.1 31.7 30 %
Acquisition-related and integration costs6.0 23.1 (74)%22.9 195.6 (88)%
Amortization of acquired intangible assets67.9 63.9 6 %206.5 156.5 32 %
Loss (gain) on disposition of property, plant and equipment and related costs0.2 0.6 (67)%(1.2)(0.9)33 %
Prepaid consigned vehicles charges(0.6)(7.6)(92)%(4.0)(59.7)(93)%
Loss on redemption of the 2016 and 2021 Notes and certain related interest expense— — — %— 3.3 NM
Other legal, advisory, restructuring and non-income tax expenses2.2 0.6 267 %12.1 1.3 831 %
Executive transition costs0.6 9.8 (94)%4.3 9.8 (56)%
Remeasurements in connection with business combinations1.2 — NM1.2 (2.9)NM
Related tax effects of the above(21.0)(22.2)(5)%(69.8)(74.7)(7)%
Related allocation of the above to participating securities(2.3)(2.9)(21)%(7.6)(7.6)— %
Adjusted net income available to common stockholders$130.8 $132.7 (1)%$470.2 $351.5 34 %
Weighted average number of dilutive shares outstanding185,499,988183,601,6011 %184,999,899162,916,59314 %
Diluted earnings per share available to common stockholders$0.36 $0.30 20 %$1.43 $0.61 134 %
Diluted adjusted earnings per share available to common stockholders$0.71 $0.72 (1)%$2.54 $2.16 18 %

NM = Not meaningful
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Adjusted EBITDA
We believe adjusted EBITDA provides useful information about the growth or decline of our net income when compared between different financial periods. We use adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period and it provides management with the ability to monitor its controllable incremental revenues and costs.

Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items as described on page 40.
The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements:
Three months ended September 30,Nine months ended September 30,
% Change% Change
2024 over2024 over
(in U.S. dollars in millions, except percentages)202420232023202420232023
Net income$76.0 $63.2 20 %$294.4 $121.8 142 %
Add: depreciation and amortization111.9 101.1 11 %329.9 246.9 34 %
Add: interest expense57.2 63.7 (10)%181.0 149.6 21 %
Less: interest income(6.9)(4.5)53 %(20.3)(15.8)28 %
Add: income tax expense26.2 23.1 13 %95.3 46.5 105 %
EBITDA264.4 246.6 7 %880.3 549.0 60 %
Share-based payments expense9.7 12.7 (24)%41.1 31.7 30 %
Acquisition-related and integration costs6.0 23.1 (74)%22.9 195.6 (88)%
Loss (gain) on disposition of property, plant and equipment and related costs0.2 0.6 (67)%(1.2)(0.9)33 %
Remeasurements in connection with business combinations1.2 — NM1.2 (1.4)NM
Prepaid consigned vehicles charges(0.6)(7.6)(92)%(4.0)(59.7)(93)%
Other legal, advisory, restructuring and non-income tax expenses2.2 0.6 267 %12.1 1.3 831 %
Executive transition costs0.6 9.8 (94)%4.3 9.8 (56)%
Adjusted EBITDA$283.7 $285.8 (1)%$956.7 $725.4 32 %

NM = Not meaningful
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Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation
We believe that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods provides useful information about the performance of our operations as an indicator of the amount of time it would take us to settle both our short and long-term debt. We do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources.”

Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt and long-term debt in escrow. Adjusted net debt/Adjusted EBITDA is calculated by dividing adjusted net debt by adjusted EBITDA.

The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements.
At and for the twelve months ended September 30,
% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023
Short-term debt$31.4 $4.7 568 %
Long-term debt2,729.3 3,122.2 (13)%
Debt2,760.7 3,126.9 (12)%
Less: cash and cash equivalents(650.7)(428.3)52 %
Adjusted net debt2,110.0 2,698.6 (22)%
Net income$378.6 $167.1 127 %
Add: depreciation and amortization435.2 271.3 60 %
Add: interest expense245.2 159.1 54 %
Less: interest income(26.5)(19.5)36 %
Add: income tax expense125.2 60.1 108 %
EBITDA1,157.7 638.2 81 %
Share-based payments expense54.8 40.8 34 %
Acquisition-related and integration costs43.4 217.8 (80)%
(Gain) loss on disposition of property, plant and equipment and related costs(1.1)— NM
Remeasurements in connection with business combinations1.3 (1.4)NM
Prepaid consigned vehicles charges(11.3)(59.7)(81)%
Other legal, advisory, restructuring and non-income tax expenses12.9 1.5 760 %
Executive transition costs6.5 9.8 (34)%
Adjusted EBITDA$1,264.2 $847.0 49 %
Debt/net income7.3x18.7x(61)%
Adjusted net debt/adjusted EBITDA1.7x3.2x(47)%

NM = Not meaningful

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Adjusted Return and Adjusted ROIC Reconciliation
We believe that comparing adjusted ROIC on a trailing twelve-month basis for different financial periods provides useful information about the after-tax return generated by our investments. Adjusted ROIC is a measure used by management to determine how productively the Company uses its long-term capital to gauge investment decisions.
ROIC is calculated as reported return divided by average invested capital. Reported return is defined as net income attributable to controlling interests excluding the impact of net interest expense, tax effected at the Company’s adjusted annualized effective tax rate. Adjusted ROIC is calculated as adjusted return divided by adjusted average invested capital. Adjusted return is defined as reported return and adjusted for items that we do not consider to be part of our normal operating results, tax effected at the applicable tax rate. Adjusted average invested capital is calculated as average invested capital but excludes any long-term debt in escrow.
The following table reconciles adjusted return and adjusted ROIC to net income attributable to controlling interests and adjusted average invested capital to average invested capital, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:
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At and for the twelve months ended September 30,
% Change
(in U.S. dollars in millions, except percentages)202420232024 over 2023
Net income attributable to controlling interests$378.9 $167.5 126 %
Add:
Interest expense245.2 159.1 54 %
Interest income(26.5)(19.5)36 %
Interest, net218.7 139.6 57 %
Tax on interest, net(53.3)(34.0)57 %
Reported return$544.3 $273.2 99 %
Add:
Share-based payments expense54.8 40.8 34 %
Acquisition-related and integration costs43.4 217.8 (80)%
Amortization of acquired intangible assets276.2 164.7 68 %
(Gain) loss on disposition of property, plant and equipment and related costs(1.1)— NM
Remeasurements in connection with business combinations1.3 (2.9)NM
Prepaid consigned vehicles charges(11.3)(59.7)(81)%
Other legal, advisory, restructuring and non-income tax expenses12.9 1.5 760 %
Executive transition costs6.5 9.8 (34)%
Related tax effects of the above(90.8)(83.6)9 %
Adjusted return$836.2 $561.6 49 %
Short-term debt - opening balance$4.7 $1.6 194 %
Short-term debt - ending balance31.4 4.7 568 %
Average short-term debt18.1 3.2 466 %
Long-term debt - opening balance3,122.2 637.3 390 %
Long-term debt - ending balance2,729.3 3,122.2 (13)%
Average long-term debt2,925.8 1,879.8 56 %
Preferred equity - opening balance482.0 — NM
Preferred equity - ending balance482.0 482.0 — %
Average preferred equity482.0 241.0 100 %
Stockholders' equity - opening balance4,911.8 1,238.8 296 %
Stockholders' equity - ending balance5,209.1 4,911.8 6 %
Average stockholders' equity5,060.5 3,075.3 65 %
Average invested capital$8,486.4 $5,199.3 63 %
ROIC6.4 %5.3 %110bps
Adjusted ROIC9.9 %10.8 %(90)bps

NM = Not meaningful

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Adjusting Items
Recognized in the third quarter of 2024
•$9.7 million share-based payments expense.
•$6.0 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA.
•$67.9 million amortization of acquired intangible assets from past acquisitions.
•$0.2 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative cost, partially offset by a $0.5 million gain on the disposition of property, plant and equipment.
•$0.6 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.
•$2.2 million of other legal, advisory, restructuring and non-income tax expenses, which primarily includes an estimated accrual for the settlement amount of an unusual legal claim recorded in other income (loss), as well as terminated and ongoing transaction costs recorded in selling, general and administrative costs.
•$0.6 million of estimated executive transition costs, primarily legal costs, associated with the departure of our ex-CEO on August 1, 2023.
•$1.2 million of remeasurements in connection with business combination which relates to the revaluation of a contingent consideration liability for IAA's acquisition of Marisat, Inc. in 2021.
Recognized in the second quarter of 2024
•$18.1 million share-based payments expense.
•$4.1 million of acquisition-related and integration costs, primarily relating to the acquisition of IAA.
•$69.0 million amortization of acquired intangible assets from past acquisitions.
•$0.4 million loss on disposition of property, plant and equipment and related costs, primarily driven by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative costs.
•$1.3 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA at acquisition.
•$7.7 million of other legal, advisory, restructuring and non-income tax expenses, which includes an estimated accrual for a new digital services tax in Canada on certain in-scope revenues earned for the period from January 1, 2022 to June 30, 2024, legal costs in connection with the settlement of an unusual legal claim accrued in the first quarter of 2024, as well as terminated and ongoing transaction costs.
•$2.0 million of estimated executive transition costs associated with the departure of our ex-CEO on August 1, 2023, which includes estimated settlement amounts and related costs.
Recognized in the first quarter of 2024
•$13.3 million share-based payments expense.
•$12.8 million of acquisition-related and integration costs primarily relating to the acquisition of IAA.
•$69.6 million amortization of acquired intangible assets from past acquisitions, of which $61.9 million related to the acquired intangible assets from the acquisition of IAA.
•$1.8 million gain on disposition of property, plant and equipment and related costs, primarily driven by a $2.2 million gain on a lease modification, offset by non-cash costs arising from the accounting for the sale of the Bolton property, recorded in selling, general and administrative costs.
•$2.1 million relating to a fair value adjustment made to the prepaid consigned vehicle charges on the opening balance sheet of IAA, which do not have a future benefit at acquisition, and therefore has created a favorable reduction to our cost of services in the quarter.
•$2.2 million of other advisory, legal and restructuring costs, which primarily includes a $1.9 million loss on the settlement of an unusual legal claim recorded in other income, $0.3 million of terminated and ongoing transaction costs and $0.1 million of costs incurred with the Canada Revenue Agency’s (“CRA”) investigation.
•$1.7 million of estimated executive transition costs associated with the departures of certain executives on August 1, 2023, which includes severance, estimated settlement amounts and related costs.
The adjusting items recognized in our prior quarters are discussed in "Part I, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023.
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ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our market risk during the three and nine months ended September 30, 2024 from those disclosed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2023, which is available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.
ITEM 4:    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer ("CFO"), have evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2024. The term “disclosure controls and procedures” means controls and other procedures established by the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based upon their evaluation of the Company’s disclosure controls and procedures, the CEO and the CFO concluded that, as of September 30, 2024, the disclosure controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

On March 20, 2023, the Company completed the acquisition of IAA. Except as it relates to the continued integration of IAA, there were no changes in the Company’s internal control over financial reporting that occurred during the three and nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION
ITEM 1:    LEGAL PROCEEDINGS
We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.
ITEM 1A:    RISK FACTORS
Our business is subject to a number of risks and uncertainties, and our past performance is no guarantee of our performance in future periods. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, which are available on our website at https://investor.rbglobal.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedarplus.com. As of the date of this filing, there have been no material changes to such risk factors. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of the risks occur, our business, financial and results of operations could materially suffer. As a result, the trading price of our common shares could decline, and you may lose all or part of your investment.
ITEM 2:    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3:    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4:    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5:    OTHER INFORMATION

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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ITEM 6:    EXHIBITS
Exhibits
The exhibits listed in below are filed as part of this Quarterly Report on Form 10-Q and incorporated herein by reference.
Exhibit
Number		Document
10.1
10.2
31.1
31.2
32.1
32.2
101
Interactive Data Files Pursuant to Rule 405 of Regulation S-T, for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Changes in Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to the Condensed Consolidated Financial Statements
104
Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RB GLOBAL, INC.
Dated: November 8, 2024
By:/s/ Jim Kessler
Jim Kessler
Chief Executive Officer
Dated: November 8, 2024
By:/s/ Eric J. Guerin
Eric J. Guerin
Chief Financial Officer
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