Group 1 - Regina Savage leads the North American Industrials practice at Morgan Stanley and is hosting a discussion with RB Global's executives [1] - Participants in the discussion include Eric Guerin, CFO of RB Global, Steve Lewis, COO, and Sameer Rathod, Head of Investor Relations [1] - The session aims to engage in a conversation about RB Global's current activities and future plans [1]

Core Insights - The article compares two Financial Transaction Services stocks, Evertec (EVTC) and RB Global (RBA), to determine which is more attractive to value investors [1] Group 1: Zacks Rank and Earnings Outlook - Evertec has a Zacks Rank of 2 (Buy), indicating a positive earnings outlook, while RB Global has a Zacks Rank of 4 (Sell) [3] - The Zacks Rank system emphasizes companies with positive earnings estimate revisions, suggesting that EVTC is likely experiencing a more favorable earnings outlook [3] Group 2: Valuation Metrics - Evertec has a forward P/E ratio of 9.79, significantly lower than RB Global's forward P/E of 30.39 [5] - The PEG ratio for Evertec is 1.40, while RB Global's PEG ratio is 2.54, indicating that EVTC is expected to grow earnings at a more favorable rate relative to its price [5] - Evertec's P/B ratio is 3.55 compared to RB Global's P/B of 3.96, further supporting the valuation advantage of EVTC [6] Group 3: Overall Value Assessment - Based on various valuation metrics, Evertec holds a Value grade of A, while RB Global has a Value grade of C, indicating that EVTC is currently the superior value option [6]

Core Viewpoint - The comparison between Evertec (EVTC) and RB Global (RBA) indicates that EVTC presents a better value opportunity for investors in the Financial Transaction Services sector [1]. Group 1: Zacks Rank and Earnings Outlook - Evertec has a Zacks Rank of 1 (Strong Buy), while RB Global has a Zacks Rank of 4 (Sell), suggesting that EVTC is likely experiencing a more favorable earnings outlook [3]. - The Zacks Rank focuses on companies with positive earnings estimate revisions, which is a critical factor for investors [2]. Group 2: Valuation Metrics - EVTC has a forward P/E ratio of 10.54, significantly lower than RBA's forward P/E of 30.41, indicating that EVTC may be undervalued [5]. - The PEG ratio for EVTC is 1.50, while RBA's PEG ratio is 2.54, further suggesting that EVTC is a more attractive investment based on expected earnings growth [5]. - EVTC's P/B ratio is 3.82 compared to RBA's P/B of 3.96, reinforcing the notion that EVTC is relatively undervalued [6]. Group 3: Value Grades - Based on various valuation metrics, EVTC holds a Value grade of B, while RBA has a Value grade of C, indicating that EVTC is the preferred choice for value investors [6].

Core Insights - Evertec (EVTC) is currently rated as a Strong Buy with a Zacks Rank of 1, while RB Global (RBA) has a Zacks Rank of 4, indicating a Sell recommendation [3] - Value investors often utilize traditional metrics such as P/E ratio, P/S ratio, earnings yield, and cash flow per share to identify undervalued stocks [4] Valuation Metrics - EVTC has a forward P/E ratio of 10.05, significantly lower than RBA's forward P/E of 28.98, suggesting that EVTC may be undervalued [5] - The PEG ratio for EVTC is 1.43, while RBA's PEG ratio stands at 2.41, indicating that EVTC has a more favorable earnings growth outlook relative to its price [5] - EVTC's P/B ratio is 3.64 compared to RBA's P/B of 3.81, further supporting the notion that EVTC is a more attractive investment based on valuation metrics [6] Investment Recommendation - Based on the Zacks Rank and Style Scores, EVTC is positioned as the better investment option for value investors compared to RBA [7]

Core Viewpoint - RB Global (RBA) reported quarterly earnings of $1.07 per share, exceeding the Zacks Consensus Estimate of $0.95 per share, and showing an increase from $0.94 per share a year ago, representing an earnings surprise of +12.63% [1][2] Financial Performance - The company posted revenues of $1.19 billion for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 5.81%, compared to $1.1 billion in the same quarter last year [2] - Over the last four quarters, RB Global has consistently surpassed consensus EPS estimates four times and topped revenue estimates three times [2] Stock Performance - RB Global shares have increased approximately 21.5% since the beginning of the year, significantly outperforming the S&P 500's gain of 7.1% [3] Future Outlook - The company's earnings outlook will be crucial for assessing future stock performance, including current consensus earnings expectations for upcoming quarters [4] - The current consensus EPS estimate for the next quarter is $0.89 on revenues of $1.03 billion, and for the current fiscal year, it is $3.75 on revenues of $4.46 billion [7] Industry Context - The Financial Transaction Services industry, to which RB Global belongs, is currently ranked in the top 41% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Financial Data and Key Metrics Changes - Adjusted EBITDA increased by 7% on a 2% increase in gross transactional value (GTV) [4][12] - Adjusted earnings per share rose by 14% due to higher operating income, lower net interest expense, and a lower adjusted tax rate [17] - Adjusted EBITDA as a percentage of GTV increased to 8.7% compared to 8.3% the prior year [17] Business Line Data and Key Metrics Changes - Automotive GTV increased by 8%, driven by a 9% increase in unit volumes, partially offset by a decline in the average price per vehicle sold [12][14] - Unit volume growth in the automotive sector was attributed to strong organic growth from existing partners and an increase in market share [12][13] - GTV in the commercial construction and transportation sector decreased by 6%, driven by an 18% decline in lot volumes, partially offset by an increase in average selling price [14][16] Market Data and Key Metrics Changes - U.S. Insurance average selling prices increased approximately 1% year over year [6][12] - The total loss ratio increased by nearly 70 basis points in the second quarter to approximately 22.2% compared to 21.5% in the same period last year [13] - The average price per lot sold in the commercial construction and transportation sector increased due to an improvement in asset mix [16] Company Strategy and Development Direction - The company announced a new joint venture in the UK with LKQ Corporation, enhancing its automotive parts and dismantling business [8][9] - The acquisition of J.M. Wood was highlighted as a strategic enhancement of the company's footprint in Alabama and the broader Southeast United States [10][11] - The company is focused on driving sustainable growth and enhancing operational efficiency through ongoing optimization of its territory manager network [11][19] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the second half of the year, noting macroeconomic uncertainties and a focus on potential mega projects [24][28] - The company is raising its adjusted EBITDA guidance range to $1.34 to $1.37 billion, reflecting confidence in its strategy and ability to drive sustainable long-term growth [19] - Management emphasized the importance of being prepared for potential business surges and maintaining operational excellence [7][28] Other Important Information - The company incurred a one-time loss on deconsolidation of $15.5 million related to the LKQ joint venture [18] - The company is investing in key technological initiatives and optimizing its sales force to improve customer experience [19] Q&A Session Summary Question: Insights on H2 performance and guidance - Management noted cautious optimism for H2, with a focus on macroeconomic factors and potential mega projects impacting guidance [21][24] Question: Update on CCNT side and customer behavior - Management indicated uncertainty in customer decisions regarding equipment, influenced by tariffs and interest rates [25][28] Question: Broader M&A pipeline and future acquisitions - Management highlighted ongoing opportunities in M&A that align with the company's core business and international expansion [31][32] Question: Competitive dynamics in North America - Management emphasized a focus on operational performance and transparency to maintain competitive advantage [40][41] Question: Impact of uninsured motorists on volume - Management stated that while it is a concern, there has not been a significant impact on business volume [45][46] Question: Tax law implications for construction activity - Management expressed optimism about potential construction activity due to recent tax law changes but emphasized the intrinsic value of the business [47][48] Question: GTV guidance and sustainability of improvements - Management acknowledged the impact of cat events on GTV guidance and expressed cautious optimism for continued improvement [51][54] Question: Update on RBFS and recurring revenue - Management indicated confidence in RBFS despite a different interest rate environment, focusing on growth opportunities [69][70]

Financial Data and Key Metrics Changes - Adjusted EBITDA increased by 7% on a 2% increase in gross transactional value (GTV) [4][16] - Adjusted earnings per share rose by 14% due to higher operating income, lower net interest expense, and a lower adjusted tax rate [17] - The service revenue take rate increased by approximately 20 basis points year over year to 21.1% [15][16] Business Line Data and Key Metrics Changes - Automotive GTV increased by 8%, driven by a 9% increase in unit volumes, partially offset by a decline in the average price per vehicle sold [12][13] - Unit volume in the automotive sector increased by 9% year over year [5] - GTV in the commercial construction and transportation sector decreased by 6%, driven by an 18% decline in lot volumes [14] Market Data and Key Metrics Changes - U.S. Insurance average selling prices increased approximately 1% year over year [6][12] - The total loss ratio increased by nearly 70 basis points in the second quarter to approximately 22.2% compared to 21.5% in the same period last year [13] Company Strategy and Development Direction - The company is focused on enhancing operational efficiency and driving sustainable growth through ongoing optimization of its territory manager network [11] - A new joint venture with LKQ Corporation will streamline the distribution of green parts into the repair network [8][9] - The company is investing in key technological initiatives and optimizing its sales force to improve customer experience [19] Management's Comments on Operating Environment and Future Outlook - Management remains cautious about the macroeconomic environment, characterized by higher interest rates and evolving trade policy uncertainty [14][19] - The company expects to be at the lower end of its GTV growth guidance range but is raising its adjusted EBITDA guidance [19] - Management expressed confidence in the strength of their strategy and ability to drive sustainable long-term growth [19] Other Important Information - The company closed the acquisition of J.M. Wood, enhancing its footprint in Alabama and the broader Southeast United States [10] - A one-time loss on deconsolidation of $15.5 million was incurred due to the joint venture with LKQ [18] Q&A Session Summary Question: Insights on H2 performance and guidance - Management noted cautious optimism for the second half, with a focus on potential mega projects and a conservative approach to guidance adjustments [22][24] Question: Update on commercial construction and transportation sector - Management indicated ongoing uncertainty but expressed confidence in the progression of business as they prepare for potential market changes [26][29] Question: Broader M&A pipeline and strategy - The company sees many opportunities in M&A that align with its core business and is focused on complementary acquisitions [32][33] Question: Update on Australia operations - The company is excited about the upcoming processing of its first set of cars in Australia, indicating strong progress in market entry [38][39] Question: Impact of uninsured motorists on volume - Management has not seen a significant impact from uninsured motorists on their business, focusing instead on repairable claims [45][46] Question: Tax law implications for construction activity - Management expressed optimism about the potential for increased construction activity due to recent tax law changes, though timing remains uncertain [47][48] Question: GTV guidance and commercial construction performance - Management acknowledged the complexity of forecasting GTV due to external factors but remains cautiously optimistic about continued improvement [51][52]

Financial Performance - Service revenue increased by 3% due to higher Gross Transaction Value (GTV) and service revenue take rate[10] - Service revenue take rate expanded by 20 basis points, driven by a higher buyer fee rate structure[10] - Adjusted EBITDA increased from $342 million to $365 million[11] - Adjusted Earnings Per Share increased from $0.94 to $1.07[11] Gross Transaction Value (GTV) - Automotive sector achieved solid market share gains[6] - Overall GTV growth was observed in certain sectors, while others experienced declines[7] Strategic Initiatives - Announced a joint venture with LKQ Corporation in the U.K. to streamline the distribution of green parts[6] - Successfully closed the J M Wood Auction Co transaction[6] 2025 Outlook - GTV Growth is expected to be at the lower end of the 0% to 3% range[12] - Adjusted EBITDA is projected to be between $1340 million and $1370 million[12] - Full Year 2025 Tax Rate (GAAP and Adjusted) is forecasted at 24% to 27%[12] - Capital Expenditures are estimated to be between $350 million and $400 million[12]

PART I – FINANCIAL INFORMATION [ITEM 1: Condensed Consolidated Financial Statements](index=3&type=section&id=ITEM%201%3A%20Condensed%20Consolidated%20Financial%20Statements) RB Global's unaudited condensed consolidated financial statements and detailed notes for Q2 and H1 2025 are presented [Condensed Consolidated Income Statements](index=4&type=section&id=Condensed%20Consolidated%20Income%20Statements) This section presents RB Global's condensed consolidated income statements for Q2 and H1 2025 and 2024 Condensed Consolidated Income Statements (Millions USD) | Metric (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (%) | | :-------------------- | :--------------------------- | :--------------------------- | :------------- | :--------------------------- | :--------------------------- | :------------- | | Total Revenue | 1,186.0 | 1,096.1 | 8.2% | 2,294.6 | 2,160.8 | 6.2% | | Operating Income | 188.6 | 201.9 | (6.6%) | 378.1 | 400.8 | (5.7%) | | Net Income | 109.7 | 111.0 | (1.2%) | 223.0 | 218.4 | 2.1% | | Net Income Available to Common Stockholders | 99.5 | 100.7 | (1.2%) | 202.4 | 197.8 | 2.3% | | Basic EPS | 0.54 | 0.55 | (1.8%) | 1.09 | 1.08 | 0.9% | | Diluted EPS | 0.53 | 0.54 | (1.9%) | 1.09 | 1.07 | 1.9% | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section details RB Global's comprehensive income, including foreign currency translation adjustments for Q2 and H1 2025 and 2024 Condensed Consolidated Statements of Comprehensive Income (Millions USD) | Metric (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income | 109.7 | 111.0 | 223.0 | 218.4 | | Foreign Currency Translation Adjustment | 74.5 | (10.5) | 85.0 | (35.5) | | Comprehensive Income | 184.2 | 100.5 | 308.0 | 182.9 | - Foreign currency translation adjustment significantly impacted comprehensive income, turning a loss in Q2 2024 into a gain in Q2 2025, and similarly for the six-month period[9](index=9&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents RB Global's condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Millions USD) | Metric (Millions USD) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total Current Assets | 1,939.2 | 1,714.8 | +224.4 | | Total Assets | 12,157.1 | 11,807.0 | +350.1 | | Total Current Liabilities | 1,516.0 | 1,331.3 | +184.7 | | Total Liabilities | 6,212.1 | 6,090.6 | +121.5 | | Total Stockholders' Equity | 5,455.1 | 5,226.3 | +228.8 | - Cash and cash equivalents increased by **$176.3 million** from December 31, 2024, to June 30, 2025, reaching **$710.2 million**[11](index=11&type=chunk) - Auction proceeds payable increased significantly by **$200.4 million**, from **$378.0 million** to **$578.4 million**[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Temporary%20Equity%20and%20Stockholders'%20Equity) This section outlines changes in RB Global's temporary equity and stockholders' equity for Q2 and H1 2025 and 2024 Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Millions USD) | Metric (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | 109.8 | 111.1 | 223.2 | 218.5 | | Other Comprehensive Income (Loss) | 74.4 | (10.5) | 84.8 | (35.5) | | Share-based Payments Expense | 24.6 | 17.7 | 38.2 | 31.8 | | Issuance of Common Stock | 22.9 | 29.8 | 27.2 | 51.9 | | Common Stock Dividends | (54.1) | (50.1) | (107.9) | (99.8) | - Total stockholders' equity increased from **$5,226.3 million** at December 31, 2024, to **$5,455.1 million** at June 30, 2025[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes RB Global's cash flow activities for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Millions USD) | Cash Flow Activity (Millions USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------- | | Net Cash Provided by Operating Activities | 483.3 | 462.1 | +21.2 | | Net Cash Used in Investing Activities | (227.9) | (131.7) | (96.2) | | Net Cash Used in Financing Activities | (130.9) | (322.4) | +191.5 | | Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | 147.2 | (2.3) | +149.5 | | Cash, Cash Equivalents, and Restricted Cash, End of Period | 856.0 | 745.6 | +110.4 | - The increase in cash used in investing activities was primarily due to higher capital expenditures for property, plant, and equipment, and increased issuance of loans receivable[17](index=17&type=chunk) - The decrease in cash used in financing activities was mainly due to lower net principal repayments on long-term debt, partially offset by increased short-term debt and higher dividend payments[17](index=17&type=chunk) [Note 1. Description of Business and Basis of Preparation](index=13&type=section&id=Note%201.%20Description%20of%20Business%20and%20Basis%20of%20Preparation) This note describes RB Global's business as a global omnichannel marketplace and its basis of financial statement preparation - RB Global, Inc. is a leading omnichannel marketplace for commercial assets and vehicles, operating globally with auction sites in 14 countries and a digital platform serving over 170 countries[20](index=20&type=chunk) - Key marketplace brands include Ritchie Bros. (largest auctioneer) and IAA (leading global digital marketplace for vehicles) Other brands include Rouse Services, SmartEquip, and VeriTread[21](index=21&type=chunk) - The company completed the acquisition of J.M. Wood Auction Co., Inc. on July 14, 2025, an auction business in Alabama, United States[22](index=22&type=chunk) [Note 2. Significant Accounting Policies](index=13&type=section&id=Note%202.%20Significant%20Accounting%20Policies) This note outlines RB Global's significant accounting policies and recent accounting pronouncements - The company accounts for equity method investments where it has significant influence but not control, recognizing its share of income/losses in consolidated income statements[28](index=28&type=chunk) - New accounting pronouncements include ASU 2023-09 (Income Taxes) effective December 31, 2025, and ASU 2024-03 (Expense Disaggregation Disclosures) effective December 31, 2027, which the company is evaluating for impact[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [Note 3. Acquisitions](index=14&type=section&id=Note%203.%20Acquisitions) This note details RB Global's recent acquisition of J.M. Wood Auction Co., Inc. and its expected impact - On July 14, 2025, RB Global acquired J.M. Wood Auction Co., Inc. for approximately **$235 million**, plus **$8 million** for inventory 67% of the purchase price was paid at closing, with the remainder in installments[32](index=32&type=chunk) - The acquisition is expected to expand geographic coverage and combine J.M. Wood's regional expertise with RB Global's global network[32](index=32&type=chunk) - Initial accounting for the J.M. Wood acquisition is incomplete as of the filing date and will be included in the Q3 2025 interim financial statements[33](index=33&type=chunk) [Note 4. Segment Information](index=14&type=section&id=Note%204.%20Segment%20Information) This note clarifies that RB Global operates as a single operating and reportable segment Expense Category Breakdown (Millions USD) | Expense Category (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenue | 1,186.0 | 1,096.1 | 2,294.6 | 2,160.8 | | Costs of Services | 353.9 | 348.8 | 715.8 | 701.8 | | Cost of Inventory Sold | 286.4 | 222.7 | 521.4 | 419.3 | | Selling, General and Administrative | 222.2 | 208.6 | 427.2 | 406.7 | | Acquisition-related and Integration Costs | 2.7 | 4.1 | 5.8 | 16.9 | | Depreciation and Amortization | 116.7 | 110.3 | 231.2 | 218.0 | | Interest Expense | 47.5 | 59.9 | 97.4 | 123.8 | | Income Tax Expense | 35.8 | 36.6 | 65.4 | 69.1 | | Net Income | 109.7 | 111.0 | 223.0 | 218.4 | - The Company operates as a single operating and reportable segment, with the CEO reviewing performance and allocating resources at the consolidated level[34](index=34&type=chunk)[35](index=35&type=chunk) [Note 5. Revenue](index=15&type=section&id=Note%205.%20Revenue) This note provides a detailed breakdown of RB Global's revenue by type and geographic area Revenue by Type (Millions USD) | Revenue Type (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Transactional Seller Revenue | 241.0 | 250.7 | 457.8 | 489.3 | | Transactional Buyer Revenue | 560.6 | 510.0 | 1,117.3 | 1,035.4 | | Marketplace Services Revenue | 85.6 | 98.4 | 164.6 | 183.5 | | Total Service Revenue | 887.2 | 859.1 | 1,739.7 | 1,708.2 | | Inventory Sales Revenue | 298.8 | 237.0 | 554.9 | 452.6 | | Total Revenue | 1,186.0 | 1,096.1 | 2,294.6 | 2,160.8 | Revenue by Geographic Area (Millions USD) | Geographic Area (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | United States | 815.7 | 767.5 | 1,670.4 | 1,558.7 | | Canada | 213.8 | 193.3 | 338.7 | 335.7 | | Europe | 78.6 | 76.5 | 169.2 | 163.6 | | Australia | 53.1 | 34.2 | 70.2 | 61.8 | | Other | 24.8 | 24.6 | 46.1 | 41.0 | | Total Revenue | 1,186.0 | 1,096.1 | 2,294.6 | 2,160.8 | [Note 6. Operating Expenses](index=16&type=section&id=Note%206.%20Operating%20Expenses) This note details RB Global's operating expenses, including acquisition-related costs and depreciation and amortization Operating Expense Breakdown (Millions USD) | Expense Category (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Acquisition-related and Integration Costs | 2.7 | 4.1 | 5.8 | 16.9 | | J.M. Wood | 1.6 | — | 2.4 | — | | IAA | 0.9 | 4.1 | 3.0 | 16.7 | | Depreciation and Amortization | 116.7 | 110.3 | 231.2 | 218.0 | | Depreciation | 26.4 | 25.3 | 52.7 | 50.2 | | Amortization | 90.3 | 85.0 | 178.5 | 167.8 | - Acquisition-related and integration costs decreased significantly, primarily due to lower IAA integration costs, partially offset by new costs for the J.M. Wood acquisition[39](index=39&type=chunk) [Note 7. Income Taxes](index=16&type=section&id=Note%207.%20Income%20Taxes) This note discusses RB Global's effective tax rates and ongoing tax disputes - The effective tax rate for the three months ended June 30, 2025, was **24.6%**, compared to the Canadian statutory rate of **27.0%**, primarily due to income taxed in lower-rate jurisdictions and foreign exchange tax benefits[42](index=42&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **22.7%**, mainly due to lower-tax jurisdictions and deductions for share-based payments[43](index=43&type=chunk) - The company received a C$79.1 million (**$58.1 million**) Notice of Assessment from the CRA for 2010-2015, which it is disputing and has paid a C$39.5 million (**$29.0 million**) deposit No amounts have been recorded in financial statements as the company believes its tax position will be sustained[46](index=46&type=chunk)[47](index=47&type=chunk)[50](index=50&type=chunk) [Note 8. Earnings Per Share Available to Common Stockholders](index=17&type=section&id=Note%208.%20Earnings%20Per%20Share%20Available%20to%20Common%20Stockholders) This note provides details on RB Global's basic and diluted earnings per share for common stockholders Earnings Per Share Available to Common Stockholders | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income Available to Common Stockholders (Millions USD) | 99.5 | 100.7 | 202.4 | 197.8 | | Basic Weighted Average Shares Outstanding | 185,365,576 | 183,887,145 | 185,096,464 | 183,473,233 | | Diluted Weighted Average Shares Outstanding | 186,649,132 | 184,912,584 | 186,502,548 | 184,746,818 | | Basic EPS | 0.54 | 0.55 | 1.09 | 1.08 | | Diluted EPS | 0.53 | 0.54 | 1.09 | 1.07 | [Note 9. Supplemental Cash Flow Information](index=18&type=section&id=Note%209.%20Supplemental%20Cash%20Flow%20Information) This note provides supplemental details on RB Global's non-cash and operating asset/liability changes affecting cash flows Net Changes in Operating Assets and Liabilities (Millions USD) | Net Changes in Operating Assets and Liabilities (Millions USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------------------- | :--------------------------- | :--------------------------- | | Trade and other receivables | (14.2) | (192.1) | | Auction proceeds payable | 186.7 | 154.8 | | Trade and other liabilities | (131.6) | 20.0 | | Net changes in operating assets and liabilities | (117.8) | (73.1) | Other Supplemental Cash Flow Information (Millions USD) | Other Supplemental Cash Flow Information (Millions USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------------ | :--------------------------- | :--------------------------- | | Interest paid, net | 98.5 | 120.4 | | Interest received | 6.9 | 13.4 | | Net income taxes paid | 142.2 | 113.1 | | Non-cash purchase of PP&E under finance lease | 50.2 | 15.7 | | Non-cash operating ROU assets obtained | 59.0 | 66.3 | [Note 10. Fair Value Measurement](index=18&type=section&id=Note%2010.%20Fair%20Value%20Measurement) This note details the fair value measurements of RB Global's financial instruments Financial Instrument Fair Value (Millions USD) | Financial Instrument (Millions USD) | June 30, 2025 Carrying Amount | June 30, 2025 Fair Value | December 31, 2024 Carrying Amount | December 31, 2024 Fair Value | | :---------------------------------- | :---------------------------- | :----------------------- | :-------------------------------- | :----------------------- | | Loans receivable | 85.8 | 87.0 | 53.6 | 53.3 | | Revolving Facility loans | 314.1 | 314.1 | 27.7 | 27.7 | | TLA Facility loans | 1,018.9 | 1,025.4 | 1,290.5 | 1,297.5 | | Secured Notes | 545.6 | 562.7 | 544.8 | 563.8 | | Unsecured Notes | 791.6 | 838.5 | 790.9 | 837.5 | - Fair values of Revolving Facility and TLA Facility loans approximate carrying amounts due to market-based and short-term interest rates[55](index=55&type=chunk) - Fair values of Secured and Unsecured Notes are determined by quoted market prices[55](index=55&type=chunk) [Note 11. Derivative Financial Instruments](index=19&type=section&id=Note%2011.%20Derivative%20Financial%20Instruments) This note describes RB Global's use of derivative financial instruments to manage foreign currency risk - The company uses forward currency contracts to manage foreign currency exchange rate fluctuations on loans receivable and intercompany balances[56](index=56&type=chunk) - The gross notional amount of outstanding forward currency contracts increased to **$63.3 million** at June 30, 2025, from **$48.1 million** at December 31, 2024[56](index=56&type=chunk) [Note 12. Trade and Other Receivables](index=19&type=section&id=Note%2012.%20Trade%20and%20Other%20Receivables) This note provides a breakdown of RB Global's trade and other receivables and the allowance for credit losses Trade and Other Receivables (Millions USD) | Receivables (Millions USD) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Trade accounts receivable | 398.7 | 301.7 | | Advanced charges receivable | 286.7 | 347.3 | | Loans receivable | 59.6 | 35.4 | | Total Trade and other receivables, net | 766.1 | 709.4 | Allowance for Credit Losses (Millions USD) | Allowance for Credit Losses (Millions USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | | Beginning of period | 7.2 | 6.4 | | Provision | 1.5 | 4.9 | | Write-offs | (1.7) | (2.6) | | End of period | 7.0 | 8.7 | - Loans receivable increased from **$53.6 million** at December 31, 2024, to **$85.8 million** at June 30, 2025, primarily collateralized by equipment[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 13. Trade and Other Liabilities](index=21&type=section&id=Note%2013.%20Trade%20and%20Other%20Liabilities) This note details RB Global's trade and other liabilities, including accrued liabilities and book overdrafts Trade and Other Liabilities (Millions USD) | Liabilities (Millions USD) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Accrued liabilities | 239.1 | 237.3 | | Trade payables | 170.6 | 139.7 | | Book overdrafts | 154.6 | 276.5 | | Taxes payable | 48.0 | 63.4 | | Total Trade and other liabilities | 674.9 | 782.0 | - Book overdrafts decreased significantly from **$276.5 million** to **$154.6 million**[61](index=61&type=chunk) - The company continues to accrue Canadian Digital Services Tax (DST) despite the government's intent to rescind the DST Act, as legislation has not yet been enacted[61](index=61&type=chunk) [Note 14. Loss On Deconsolidation and Recognition of Equity Method Investment](index=21&type=section&id=Note%2014.%20Loss%20On%20Deconsolidation%20and%20Recognition%20of%20Equity%20Method%20Investment) This note explains the loss incurred from the deconsolidation of a joint venture with LKQ Europe Deconsolidation Calculation (Millions USD) | Deconsolidation Calculation (Millions USD) | Amount | | :----------------------------------------- | :----- | | Fair value of consideration receivable | 8.7 | | Initial carrying amount of equity method investment | 5.8 | | Carrying amount of net assets derecognized | (30.0) | | Loss on deconsolidation | (15.5) | - On June 21, 2025, RB Global entered a joint venture with LKQ Europe, creating LKQ SYNETIQ for vehicle parts dismantling and distribution services RB Global retained a **40% equity interest** and deconsolidated the entity[62](index=62&type=chunk)[63](index=63&type=chunk) - The transaction resulted in a **$15.5 million** loss on deconsolidation, a **$1.7 million** inventory write-down, and **$2.5 million** in related transaction costs[64](index=64&type=chunk) [Note 15. Debt](index=23&type=section&id=Note%2015.%20Debt) This note provides details on RB Global's debt structure, including short-term and long-term obligations Debt Category (Millions USD) | Debt Category (Millions USD) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Short-term debt | 89.1 | 27.7 | | Long-term debt | 2,529.8 | 2,622.1 | | Total Debt | 2,618.9 | 2,649.8 | - On April 3, 2025, the Credit Agreement was amended to increase the Revolving Facility to **$1.3 billion**, reduce the USD TLA Facility to **$950.0 million**, and extend the maturity to April 3, 2030[70](index=70&type=chunk) - The company had **$973.7 million** in undrawn Revolving Facility commitments and **$15.0 million** in undrawn uncommitted foreign credit facility capacity at June 30, 2025[68](index=68&type=chunk) [Note 16. Temporary Equity, Equity and Dividends](index=24&type=section&id=Note%2016.%20Temporary%20Equity%2C%20Equity%20and%20Dividends) This note outlines RB Global's temporary equity, common stock, and dividend information Common Stock Dividends (Millions USD) | Common Stock Dividends (Millions USD) | Declaration Date | Dividend per Share | Record Date | Total Dividends | Payment Date | | :------------------------------------ | :--------------- | :----------------- | :---------- | :-------------- | :----------- | | Q4 2024 | Jan 17, 2025 | $0.29 | Feb 14, 2025| $53.5 | Mar 3, 2025 | | Q1 2025 | May 6, 2025 | $0.29 | May 29, 2025| $53.8 | Jun 20, 2025 | | Q4 2023 | Jan 19, 2024 | $0.27 | Feb 9, 2024 | $49.3 | Mar 1, 2024 | | Q1 2024 | May 8, 2024 | $0.27 | May 29, 2024| $49.6 | Jun 20, 2024 | - Series A Senior Preferred Shares are convertible into common stock at **$71.58 per share** (as of June 30, 2025) and carry a **5.5%** preferred dividend, plus participating dividends[72](index=72&type=chunk) - Preferred dividends of **$6.7 million** and **$13.4 million** were entitled for the three and six months ended June 30, 2025, respectively[76](index=76&type=chunk) - The redeemable non-controlling interest relates to a put/call agreement for a **21%** interest in VeriTread, assessed as probable for redemption[77](index=77&type=chunk) [Note 17. Share-based Payments](index=25&type=section&id=Note%2017.%20Share-based%20Payments) This note details RB Global's share-based payment expenses and equity award programs Share-based Payment Expense (Millions USD) | Share-based Payment Expense (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Selling, General and Administrative | 25.8 | 20.0 | 41.2 | 34.0 | | Acquisition-related and Integration Costs | 0.2 | — | 0.4 | 1.1 | | Total Share-based Payment Expense | 26.0 | 20.0 | 41.6 | 35.1 | - The company granted Performance Share Units (PSUs) and Restricted Share Units (RSUs) to executives and employees, with vesting periods typically over three years[83](index=83&type=chunk)[85](index=85&type=chunk) [Note 18. Leases](index=27&type=section&id=Note%2018.%20Leases) This note provides a breakdown of RB Global's lease expenses by type Lease Expense (Millions USD) | Lease Expense (Millions USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating Lease Cost | 64.7 | 61.1 | 127.7 | 121.9 | | Finance Lease Cost | 5.7 | 3.5 | 10.4 | 6.6 | | Short-term Lease Cost | 2.6 | 4.6 | 5.9 | 10.0 | | Sublease Income | (0.4) | (0.2) | (0.7) | (0.4) | | Total Lease Expense | 72.6 | 69.0 | 143.3 | 138.1 | [Note 19. Contingencies](index=27&type=section&id=Note%2019.%20Contingencies) This note outlines RB Global's legal contingencies, including arbitration with a former CEO and guaranteed assets - The company is in arbitration with its former CEO, Ann Fandozzi, regarding her resignation and compensation An expense of **$0.6 million** and **$1.7 million** was recorded for Q2 and H1 2025, respectively, for share-based payment awards[88](index=88&type=chunk)[89](index=89&type=chunk) - At June 30, 2025, the company had **$45.3 million** of assets guaranteed under contract, with **96%** expected to be sold by September 30, 2025[92](index=92&type=chunk) [ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202%3A%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes RB Global's financial condition and operational results for Q2 and H1 2025, covering performance, liquidity, and strategic activities [Cautionary Note Regarding Forward-Looking Statements](index=28&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This note advises caution regarding forward-looking statements about RB Global's future strategy, growth, and financial performance - The report contains forward-looking statements about future strategy, growth, acquisitions, capital expenditures, and financing, which are subject to risks and uncertainties[94](index=94&type=chunk)[98](index=98&type=chunk) - Readers are advised to consider risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2024[95](index=95&type=chunk) [Overview](index=29&type=section&id=Overview) This section provides an overview of RB Global's business, market position, and recent strategic transactions - RB Global is a global marketplace connecting buyers and sellers of commercial assets and vehicles, primarily in automotive and commercial construction & transportation (CC&T) sectors[99](index=99&type=chunk) - The company's portfolio includes Ritchie Bros., IAA, Rouse Services, SmartEquip, and VeriTread[100](index=100&type=chunk) - RB Global completed the acquisition of J.M. Wood Auction Co., Inc. on July 14, 2025, and entered a joint venture with LKQ Europe to form LKQ SYNETIQ on June 21, 2025[100](index=100&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk) [Acquisition of J.M. Wood](index=29&type=section&id=Acquisition%20of%20J.M.%20Wood) This section details RB Global's acquisition of J.M. Wood Auction Co., Inc. and its strategic benefits - The acquisition of J.M. Wood was completed on July 14, 2025, for approximately **$235 million**, plus **$8 million** for inventory[103](index=103&type=chunk) - The acquisition is expected to enhance geographical coverage and expand the customer base in the southeastern United States, with J.M. Wood retaining its headquarters in Montgomery, Alabama[104](index=104&type=chunk) [Transaction to jointly provide vehicle parts and dismantling services](index=29&type=section&id=Transaction%20to%20jointly%20provide%20vehicle%20parts%20and%20dismantling%20services) This section describes RB Global's joint venture with LKQ Europe to form LKQ SYNETIQ for vehicle parts dismantling - On June 21, 2025, RB Global formed a joint venture, LKQ SYNETIQ, with LKQ Europe to provide vehicle parts dismantling and distribution services[105](index=105&type=chunk) - RB Global retained a **40%** equity interest in LKQ SYNETIQ, with LKQ Europe acquiring **60%** for **£8.0 million** (approx. **$11.0 million**) paid in installments[105](index=105&type=chunk) - The venture aims to expand the vehicle parts dismantling business across Europe and enhance sustainable mobility[106](index=106&type=chunk) [Service Offerings](index=30&type=section&id=Service%20Offerings) This section outlines RB Global's various contract options and value-added services for consignors - RB Global offers various contract options for consignors, including straight commission, fixed fee commission, and guarantee contracts, as well as inventory contracts[109](index=109&type=chunk)[116](index=116&type=chunk) - Value-added services include refurbishment, parts services, inspection, appraisals, financial services, transportation, and data intelligence[110](index=110&type=chunk) - Revenue is categorized into service revenue (transactional seller, transactional buyer, marketplace services) and inventory sales revenue[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Macroeconomic Conditions and Trends](index=31&type=section&id=Macroeconomic%20Conditions%20and%20Trends) This section discusses the impact of macroeconomic conditions on RB Global's GTV and operating costs - Macroeconomic conditions like inflation, tariffs, and interest rate volatility impact GTV and operating costs[117](index=117&type=chunk) - In the CC&T sector, customers are delaying asset disposition decisions due to market uncertainty, global trade tensions, and higher costs, leading to lower unit volumes and pressure on asset prices[118](index=118&type=chunk) - In the automotive sector, a higher inflation spread between repair costs and used vehicle prices is driving an increase in total loss vehicles, boosting industry salvage unit volume growth[119](index=119&type=chunk) [Key Operating Metrics](index=31&type=section&id=Key%20Operating%20Metrics) This section defines RB Global's key operating metrics used to assess business performance - Key operating metrics include Gross Transaction Value (GTV), Inventory return, Inventory rate, and Total lots sold[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - GTV represents total proceeds from all items sold across various channels and is an operational performance measure, not a financial one[121](index=121&type=chunk) [Performance Overview and Consolidated Results](index=31&type=section&id=Performance%20Overview%20and%20Consolidated%20Results) This section provides a high-level overview of RB Global's consolidated financial performance for Q2 2025 and 2024 Performance Overview and Consolidated Results (Millions USD) | Metric (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | | :-------------------- | :------ | :------ | :------------- | | Total GTV | 4,198.1 | 4,104.1 | 2% | | Total Revenue | 1,186.0 | 1,096.1 | 8% | | Service Revenue | 887.2 | 859.1 | 3% | | Inventory Sales Revenue | 298.8 | 237.0 | 26% | | Net Income | 109.7 | 111.0 | (1)% | | Diluted EPS | 0.53 | 0.54 | (2)% | | Adjusted EBITDA | 364.5 | 342.0 | 7% | [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section presents a detailed analysis of RB Global's operational results for Q2 and H1 2025 and 2024 Results of Operations (Millions USD) | Metric (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | H1 2025 | H1 2024 | YoY Change (%) | | :-------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Total Revenue | 1,186.0 | 1,096.1 | 8% | 2,294.6 | 2,160.8 | 6% | | Total Operating Expenses | 981.9 | 894.5 | 10% | 1,901.4 | 1,762.7 | 8% | | Operating Income | 188.6 | 201.9 | (7)% | 378.1 | 400.8 | (6)% | | Net Income | 109.7 | 111.0 | (1)% | 223.0 | 218.4 | 2% | | Total GTV | 4,198.1 | 4,104.1 | 2% | 8,027.0 | 8,181.5 | (2)% | [Total GTV](index=32&type=section&id=Total%20GTV) This section analyzes RB Global's Gross Transaction Value (GTV) by geography and sector GTV by Geography (Millions USD) | GTV by Geography (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | H1 2025 | H1 2024 | YoY Change (%) | | :------------------------------ | :------ | :------ | :------------- | :------ | :------ | :------------- | | United States | 2,955.2 | 2,931.3 | 1% | 6,016.3 | 6,193.1 | (3)% | | Canada | 906.2 | 843.6 | 7% | 1,395.0 | 1,397.1 | —% | | International | 336.7 | 329.2 | 2% | 615.7 | 591.3 | 4% | | Total GTV | 4,198.1 | 4,104.1 | 2% | 8,027.0 | 8,181.5 | (2)% | GTV by Sector (Millions USD) | GTV by Sector (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | H1 2025 | H1 2024 | YoY Change (%) | | :----------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Automotive | 2,161.5 | 2,007.7 | 8% | 4,306.2 | 4,112.7 | 5% | | Commercial Construction & Transportation | 1,523.2 | 1,613.3 | (6)% | 2,799.9 | 3,174.5 | (12)% | | Other | 513.4 | 483.1 | 6% | 920.9 | 894.3 | 3% | | Total GTV | 4,198.1 | 4,104.1 | 2% | 8,027.0 | 8,181.5 | (2)% | - Q2 2025 Total GTV increased **2%** driven by higher GTV in the automotive sector (**+8%**), partially offset by a decline in the CC&T sector (**-6%**)[130](index=130&type=chunk) [Total Revenue](index=33&type=section&id=Total%20Revenue) This section analyzes RB Global's total revenue performance for Q2 and H1 2025 - Total revenue increased **8%** to **$1.2 billion** in Q2 2025, driven by a **26%** increase in inventory sales revenue and a **3%** increase in service revenue[132](index=132&type=chunk) - For the first six months of 2025, total revenue increased **6%** to **$2.3 billion**, with inventory sales revenue up **23%** and service revenue up **2%**[132](index=132&type=chunk) [Service Revenue](index=33&type=section&id=Service%20Revenue) This section provides a detailed breakdown and analysis of RB Global's service revenue components Service Revenue (Millions USD) | Service Revenue (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | H1 2025 | H1 2024 | YoY Change (%) | | :----------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Transactional Seller Revenue | 241.0 | 250.7 | (4)% | 457.8 | 489.3 | (6)% | | Transactional Buyer Revenue | 560.6 | 510.0 | 10% | 1,117.3 | 1,035.4 | 8% | | Marketplace Services Revenue | 85.6 | 98.4 | (13)% | 164.6 | 183.5 | (10)% | | Total Service Revenue | 887.2 | 859.1 | 3% | 1,739.7 | 1,708.2 | 2% | - Transactional buyer revenue increased **10%** in Q2 2025, driven by higher buyer fees in the automotive sector and increased fee rate structures[136](index=136&type=chunk) - Marketplace services revenue decreased **13%** in Q2 2025, primarily due to the non-repeat of transportation services fees from a large consignor contract in the CC&T sector[137](index=137&type=chunk) [Inventory Sales Revenue](index=34&type=section&id=Inventory%20Sales%20Revenue) This section analyzes the drivers behind RB Global's inventory sales revenue growth - Inventory sales revenue increased **26%** in Q2 2025, primarily due to a shift in contract mix in the CC&T sector across all regions, including a large auction event in Australia and a major construction contract in Canada[141](index=141&type=chunk) - For the first six months of 2025, inventory sales revenue increased **23%** due to similar contract mix shifts[142](index=142&type=chunk) [Costs of Services](index=34&type=section&id=Costs%20of%20Services) This section examines the changes in RB Global's costs of services for Q2 and H1 2025 - Costs of services increased **1%** to **$353.9 million** in Q2 2025, mainly due to higher costs in the automotive sector (tow costs, labor) and increased rent expense[143](index=143&type=chunk) - These increases were partially offset by lower costs in the CC&T sector due to the non-repeat of prior year transportation and third-party profit-sharing costs[143](index=143&type=chunk) [Cost of Inventory Sold](index=35&type=section&id=Cost%20of%20Inventory%20Sold) This section analyzes the cost of inventory sold and its relation to inventory sales revenue and inventory rate - Cost of inventory sold increased **29%** to **$286.4 million** in Q2 2025, in line with the **26%** increase in inventory sales revenue[145](index=145&type=chunk) - The inventory rate declined **190 basis points** year over year to **4.1%** in Q2 2025, reflecting softer performances across all sectors[145](index=145&type=chunk) [Selling, General and Administrative](index=35&type=section&id=Selling%2C%20General%20and%20Administrative) This section details the changes in RB Global's selling, general and administrative expenses - Selling, general and administrative expenses increased **7%** to **$222.2 million** in Q2 2025, driven by higher employee compensation (share-based payments, payroll), professional fees (debt refinancing, consulting, legal), and technology expenses (cloud services, software amortization)[146](index=146&type=chunk) - These increases were partially offset by the non-repeat of a prior period accrual for the Canadian digital services tax and lower expense from a lease termination[146](index=146&type=chunk) [Acquisition-related and Integration Costs](index=35&type=section&id=Acquisition-related%20and%20Integration%20Costs) This section analyzes the trends in RB Global's acquisition-related and integration costs - Acquisition-related and integration costs decreased **34%** to **$2.7 million** in Q2 2025, primarily due to lower IAA integration costs, partially offset by new transaction costs for the J.M. Wood acquisition[148](index=148&type=chunk) - For the first six months of 2025, these costs decreased **66%** to **$5.8 million**, mainly due to reduced IAA acquisition costs[149](index=149&type=chunk) [Operating Income](index=35&type=section&id=Operating%20Income) This section examines the factors contributing to the changes in RB Global's operating income - Operating income decreased **7%** to **$188.6 million** in Q2 2025, primarily due to a **$15.5 million** loss on deconsolidation from the LKQ SYNETIQ transaction and higher selling, general and administrative expenses[150](index=150&type=chunk) - For the first six months of 2025, operating income decreased **6%** to **$378.1 million**, also impacted by the deconsolidation loss and higher SG&A, as well as increased depreciation and amortization[151](index=151&type=chunk) [Income Tax Expense and Effective Tax Rate](index=35&type=section&id=Income%20Tax%20Expense%20and%20Effective%20Tax%20Rate) This section analyzes RB Global's income tax expense and effective tax rate for Q2 and H1 2025 - Income tax expense decreased slightly by **2%** to **$35.8 million** in Q2 2025, with the effective tax rate decreasing **20 bps** to **24.6%**[153](index=153&type=chunk) - For the first six months of 2025, income tax expense decreased **5%** to **$65.4 million**, and the effective tax rate decreased **130 bps** to **22.7%**[153](index=153&type=chunk) - The decrease in the effective tax rate for H1 2025 was mainly due to foreign exchange tax benefits and higher tax deductions for share-based payments, partially offset by an increased valuation allowance related to the LKQ SYNETIQ deconsolidation[154](index=154&type=chunk) [Net Income Attributable to Controlling Interests](index=37&type=section&id=Net%20Income%20Attributable%20to%20Controlling%20Interests) This section discusses the changes in net income attributable to RB Global's controlling interests - Net income attributable to controlling interests decreased **1%** to **$109.8 million** in Q2 2025, primarily due to lower operating income, partially offset by reduced interest expense from lower debt levels and refinancing[155](index=155&type=chunk) - For the first six months of 2025, net income attributable to controlling interests increased **2%** to **$223.2 million**, driven by lower interest expense despite decreased operating income and interest income[156](index=156&type=chunk) [Diluted EPS](index=37&type=section&id=Diluted%20EPS) This section analyzes the factors influencing RB Global's diluted earnings per share - Diluted EPS available to common stockholders decreased **2%** to **$0.53 per share** in Q2 2025, primarily due to an increase in diluted weighted average shares outstanding and the decrease in net income attributable to controlling interests[157](index=157&type=chunk) [U.S. Dollar Exchange Rate Comparison](index=37&type=section&id=U.S.%20Dollar%20Exchange%20Rate%20Comparison) This section provides a comparison of key foreign currency exchange rates against the U.S. dollar U.S. Dollar Exchange Rate Comparison (Value of one local currency to USD) | Currency (Value of one local currency to USD) | 2025 Period-End | 2024 Period-End | YoY Change (%) | | :-------------------------------------------- | :-------------- | :-------------- | :------------- | | Canadian dollar | 0.7349 | 0.7309 | 1% | | Euro | 1.1786 | 1.0716 | 10% | | British pound sterling | 1.3731 | 1.2647 | 9% | | Australian dollar | 0.6582 | 0.6683 | (2)% | - Foreign exchange rates had a small unfavorable impact on total revenue in Q2 2025, mainly due to Canadian dollar fluctuations, partially offset by the Euro[158](index=158&type=chunk) [Non-GAAP Measures](index=37&type=section&id=Non-GAAP%20Measures) This section presents RB Global's non-GAAP financial measures, including adjusted net income, diluted adjusted EPS, and adjusted EBITDA - Adjusted net income available to common stockholders increased **15%** to **$200.5 million** in Q2 2025[160](index=160&type=chunk) - Diluted adjusted EPS available to common stockholders increased **14%** to **$1.07 per share** in Q2 2025[162](index=162&type=chunk) - Adjusted EBITDA increased **7%** to **$364.5 million** in Q2 2025[163](index=163&type=chunk) [Debt](index=38&type=section&id=Debt) This section outlines RB Global's debt structure, including recent amendments to its credit facilities Revolving Credit Facilities (Millions USD) | Revolving Credit Facilities (Millions USD) | June 30, 2025 | December 31, 2024 | | :----------------------------------------- | :------------ | :---------------- | | Committed Multicurrency | 1,300.0 | 750.0 | | Uncommitted Foreign Demand | 15.0 | 15.0 | | Total Revolving Credit Facilities | 1,315.0 | 765.0 | | Unused Multicurrency | 973.7 | 705.9 | | Unused Foreign Demand | 15.0 | 15.0 | | Total Revolving Credit Facilities Unused | 988.7 | 720.9 | - The Credit Agreement was amended on April 3, 2025, increasing the Revolving Facility to **$1.3 billion** and reducing the USD TLA Facility to **$950.0 million**, extending maturity to April 3, 2030[166](index=166&type=chunk) - At June 30, 2025, the company had **$550.0 million** in **6.750%** Senior Secured Notes due March 2028 and **$800.0 million** in **7.750%** Senior Unsecured Notes due March 2031[167](index=167&type=chunk) [Debt Covenants](index=38&type=section&id=Debt%20Covenants) This section confirms RB Global's compliance with debt covenants and ongoing liquidity management efforts - RB Global was in compliance with all financial and other covenants applicable to its Credit Agreement at June 30, 2025[169](index=169&type=chunk) - The company continuously evaluates actions to maintain liquidity and compliance, particularly regarding leverage ratio covenants in a deteriorating market[170](index=170&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses RB Global's short-term and long-term cash requirements and available capital resources - Short-term cash requirements include dividends, consignor settlements, personnel, income taxes, debt payments, IT architecture, lease obligations, capital expenditures, and advances[173](index=173&type=chunk) - The company believes existing working capital and **$988.7 million** in unused revolving credit facilities are sufficient to meet present operating requirements and contractual obligations[175](index=175&type=chunk)[178](index=178&type=chunk) - Long-term cash requirements include remaining payments for the J.M. Wood acquisition, scheduled principal and interest payments on **$1.3 billion** TLA Facility and **$1.4 billion** Notes, and lease obligations[176](index=176&type=chunk)[177](index=177&type=chunk) - A C$39.5 million (**$29.0 million**) deposit was paid to the CRA in February 2025 as part of an appeal process for a C$79.1 million tax assessment[174](index=174&type=chunk) [Cash Flows](index=41&type=section&id=Cash%20Flows) This section provides a detailed analysis of RB Global's cash flow activities for H1 2025 and 2024 Cash Flow Activity (Millions USD) | Cash Flow Activity (Millions USD) | H1 2025 | H1 2024 | Change | | :-------------------------------- | :------ | :------ | :----- | | Operating activities | 483.3 | 462.1 | +21.2 | | Investing activities | (227.9) | (131.7) | (96.2) | | Financing activities | (130.9) | (322.4) | +191.5 | | Effect of foreign currency rates | 22.7 | (10.3) | +33.0 | | Net increase (decrease) in cash | 147.2 | (2.3) | +149.5 | - Net cash from operating activities increased by **$21.2 million** due to higher net income, partially offset by increased cash outflow from changes in operating assets and liabilities[181](index=181&type=chunk) - Net cash used in investing activities increased by **$96.2 million**, primarily due to higher capital expenditures for property, plant, and equipment, and increased issuance of loans receivable[182](index=182&type=chunk) - Net cash used in financing activities decreased by **$191.5 million**, mainly due to lower net principal repayments on long-term debt, partially offset by increased short-term debt and higher dividend payments[183](index=183&type=chunk) [Dividend Information](index=41&type=section&id=Dividend%20Information) This section provides details on RB Global's declared common stock dividends - The company declared a quarterly dividend of **$0.29 per common share** for Q4 2024, Q1 2025, and prior quarters[184](index=184&type=chunk) - A dividend of **$0.31 per common share** was declared for Q2 2025, payable on September 18, 2025[184](index=184&type=chunk) [Debt over Net Income](index=41&type=section&id=Debt%20over%20Net%20Income) This section analyzes RB Global's debt leverage ratios, including debt to net income and adjusted net debt to adjusted EBITDA - Debt at June 30, 2025, represented **6.4 times** net income for the trailing twelve months, down from **7.8 times** at June 30, 2024[185](index=185&type=chunk) - Adjusted net debt/adjusted EBITDA was **1.5 times** at June 30, 2025, down from **1.8 times** at June 30, 2024, due to lower debt levels, higher net income, and a higher cash balance[185](index=185&type=chunk) [Critical Accounting Policies, Judgments, Estimates and Assumptions](index=41&type=section&id=Critical%20Accounting%20Policies%2C%20Judgments%2C%20Estimates%20and%20Assumptions) This section confirms no material changes to critical accounting policies since the last annual report - There were no material changes in critical accounting policies, judgments, estimates, and assumptions from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[186](index=186&type=chunk) [Non-GAAP Measures (Detailed Reconciliation)](index=42&type=section&id=Non-GAAP%20Measures%20%28Detailed%20Reconciliation%29) This section provides detailed reconciliations for RB Global's non-GAAP financial measures Non-GAAP Metric Performance (Millions USD) | Non-GAAP Metric (Millions USD) | Q2 2025 | Q2 2024 | YoY Change (%) | H1 2025 | H1 2024 | YoY Change (%) | | :----------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Adjusted Net Income Available to Common Stockholders | 200.5 | 174.1 | 15% | 365.7 | 339.6 | 8% | | Diluted Adjusted EPS Available to Common Stockholders | 1.07 | 0.94 | 14% | 1.96 | 1.84 | 7% | | Adjusted EBITDA | 364.5 | 342.0 | 7% | 692.4 | 673.1 | 3% | Debt/EBITDA Metric (Millions USD) | Debt/EBITDA Metric (Millions USD) | Trailing 12 Months Ended June 30, 2025 | Trailing 12 Months Ended June 30, 2024 | YoY Change (%) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------- | | Adjusted Net Debt | 1,960.0 | 2,257.3 | (13)% | | Adjusted EBITDA | 1,322.0 | 1,266.3 | 4% | | Adjusted Net Debt/Adjusted EBITDA | 1.5x | 1.8x | (17)% | ROIC Metric (Millions USD) | ROIC Metric (Millions USD) | Trailing 12 Months Ended June 30, 2025 | Trailing 12 Months Ended June 30, 2024 | YoY Change (bps) | | :------------------------- | :------------------------------------- | :------------------------------------- | :--------------- | | Adjusted Return | 866.1 | 842.9 | 3% | | Adjusted ROIC | 10.1% | 9.9% | 20bps | [ITEM 3: Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=ITEM%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section confirms no material changes to RB Global's market risk disclosures since the last annual report - No material changes to market risk were identified for the three and six months ended June 30, 2025[205](index=205&type=chunk) [ITEM 4: Controls and Procedures](index=48&type=section&id=ITEM%204%3A%20Controls%20and%20Procedures) This section details RB Global's disclosure controls and procedures and changes in internal control over financial reporting [Disclosure Controls and Procedures](index=48&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of RB Global's disclosure controls and procedures as of June 30, 2025 - The CEO and CFO evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, concluding they are effective to provide reasonable assurance for timely and accurate reporting[206](index=206&type=chunk)[208](index=208&type=chunk) - Disclosure controls are designed to ensure information required by the Exchange Act is recorded, processed, summarized, and reported within specified time periods[206](index=206&type=chunk) [Changes in Internal Control over Financial Reporting](index=49&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section describes material changes to RB Global's internal controls due to a new digital payment platform implementation - The implementation of a new digital payment platform (DPP) system across 25 auction events in the United States resulted in material changes to internal controls over financial reporting[210](index=210&type=chunk) - The new DPP system aims to improve customer experience and operational functionality by replacing legacy payment systems[210](index=210&type=chunk) - The company has updated its internal controls and will continue to monitor the impact of the DPP implementation[210](index=210&type=chunk) PART II – OTHER INFORMATION [ITEM 1: Legal Proceedings](index=50&type=section&id=ITEM%201%3A%20Legal%20Proceedings) This section states that RB Global has no material legal proceedings pending beyond routine litigation - No material legal proceedings are pending, beyond ordinary routine litigation[214](index=214&type=chunk) [ITEM 1A: Risk Factors](index=50&type=section&id=ITEM%201A%3A%20Risk%20Factors) This section refers to the Annual Report for risk factors and confirms no material changes since the last filing - No material changes to risk factors have occurred since the Annual Report on Form 10-K for December 31, 2024[215](index=215&type=chunk) - The business could be affected by additional unknown or currently immaterial risks[215](index=215&type=chunk) [ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=ITEM%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[216](index=216&type=chunk) [ITEM 3: Defaults Upon Senior Securities](index=50&type=section&id=ITEM%203%3A%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[217](index=217&type=chunk) [ITEM 4: Mine Safety Disclosures](index=50&type=section&id=ITEM%204%3A%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to RB Global - Mine safety disclosures are not applicable[218](index=218&type=chunk) [ITEM 5: Other Information](index=50&type=section&id=ITEM%205%3A%20Other%20Information) This section reports no changes in Rule 10b5-1 trading arrangements by directors or officers during Q2 2025 - No directors or officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2025[219](index=219&type=chunk) [ITEM 6: Exhibits](index=51&type=section&id=ITEM%206%3A%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q - Exhibits include the Second Amended and Restated Shareholder Rights Plan Agreement and the Amended and Restated Credit Agreement[222](index=222&type=chunk) - Certifications from the CEO and CFO (pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350) are filed[222](index=222&type=chunk) - Interactive Data Files (Inline XBRL) for the financial statements are included[222](index=222&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) This section contains the official signatures of RB Global's CEO and CFO for the report filing - The report is signed by Jim Kessler (Chief Executive Officer) and Eric J. Guerin (Chief Financial Officer) on August 6, 2025[226](index=226&type=chunk)

Financial Data and Key Metrics Changes - The total revenue for the company reached 552 crores, reflecting a growth of 12.6% year-over-year, driven by a same-store sales growth (SSSG) of 2.6% and the addition of 63 new restaurants [5][31] - Company EBITDA was reported at 22.5 crores, which is 28.6% higher than the same quarter last year, while restaurant EBITDA increased by 23% to 53.6 crores [6][5] - Gross profit margin has been maintained at around 67.6% despite inflationary pressures, with a target to reach 70% over the next three to four years [31][32] Business Line Data and Key Metrics Changes - The India business showed strong performance with a revenue growth of 12.6% and a net addition of 63 restaurants, while the Indonesia business is in a revitalization phase with a year-over-year growth of 5% in average daily sales (ADS) [5][21] - The company has focused on a "barbell strategy" with both value promotions and premium offerings, including the introduction of the King's collection of premium burgers and a Korean range [11][12][44] Market Data and Key Metrics Changes - In Indonesia, the company has seen a consistent increase in ADS, achieving 19.7 million in the latest reporting period, with a focus on improving dine-in traffic and menu offerings [21][36] - The company has rationalized its restaurant portfolio in Indonesia, closing four additional restaurants, and is working on reducing corporate overhead by 25% [25][26] Company Strategy and Development Direction - The company continues to focus on digital transformation, with 93% of restaurants equipped with self-ordering kiosks and 90% of sales coming from digital platforms [13][14] - The strategy includes enhancing customer experience through technology and maintaining a strong value proposition across all menu layers [17][58] Management's Comments on Operating Environment and Future Outlook - Management noted that the demand environment remains tight, particularly in the premium segment, but the value segment continues to perform well [70][76] - The company is optimistic about future growth, especially with upcoming festive seasons expected to boost traffic [75][79] Other Important Information - The company has implemented cost-saving measures, particularly in utilities and IT, which have contributed to improved margins [18][33] - The introduction of new products and promotions, such as the Korean range and the BK Fusion with KitKat, has been well received by consumers [44][50] Q&A Session Summary Question: What were the one-off impacts on corporate overheads? - The CFO mentioned that one-off impacts included a valuation liability due to defect rate adjustments and some ESOP grants, with the actual valuation around one crore [65][66] Question: How is the overall demand environment perceived? - Management indicated that demand remains similar to previous quarters, with strong performance in the value segment but some softness in the premium layer [70][71] Question: Are transaction counts increasing despite demand softness? - Management confirmed that dine-in traffic continues to be strong, with a focus on value promotions driving customer loyalty [73][74] Question: What is the outlook for margin improvements? - Management highlighted that as the top line grows, margins will improve, with ongoing efforts to reduce rent and utility costs contributing to this [81][82]