Part I Business Overview RB Global operates a global marketplace for commercial assets and vehicles across 170 countries, focusing on automotive and CC&T sectors with a strategy to enhance price performance and expand customer relationships - RB Global operates a global marketplace for commercial assets and vehicles, with a presence in 14 countries and serving customers in approximately 170 countries17 - The company's primary sectors are automotive and commercial, construction, and transportation (CC&T), serving customers like insurance companies, fleet owners, and OEMs18 - Macroeconomic factors such as supply chain disruptions and interest rates have impacted customer transaction behavior, with CC&T markets normalizing in the second half of 2024, while the automotive salvage market sees growth due to the inflation spread between repair costs and used vehicle prices2122 - The company's growth strategy is centered on three pillars: achieving premium price performance, growing the enterprise partner base (insurance companies, large fleets), and driving growth with regional CC&T customers2831 - In the third quarter of 2024, the company updated its revenue disaggregation to better align with management's evaluation, reclassifying certain fees between marketplace services and transactional buyer/seller revenue6062 Risk Factors The company faces diverse risks including supplier dependence, intense competition, IT system vulnerabilities, substantial indebtedness, and complex regulatory and legal challenges - Business Risks: The company's operations could be adversely affected by the loss of significant suppliers, as the top three suppliers accounted for approximately 22% of consolidated revenues in fiscal 2024. Other risks include competition, IT system performance, macroeconomic pressures like inflation, and reliance on subhaulers1273 - Financial Risks: The company has substantial indebtedness ($2.7 billion as of Dec 31, 2024), which could adversely affect its financial condition. Restrictive covenants in debt instruments could limit financial flexibility15156 - Cybersecurity and IT Risks: The availability and performance of IT systems are critical. The company faces risks from cybersecurity threats, including ransomware, and potential data breaches which could lead to reputational harm and financial impact100107 - Regulatory and Legal Risks: The business is subject to extensive regulations governing auctions, environmental protection, and international trade. It also faces risks from litigation, such as an ongoing dispute with its former CEO, and a significant tax dispute with the Canada Revenue Agency (CRA)112126142 - Organizational and Governance Risks: As a Canadian company, U.S. civil liabilities may not be enforceable against it or its directors. Provisions in its articles and by-laws could delay or prevent a change in control15171175 Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable178 Cybersecurity RB Global manages cybersecurity risk through a comprehensive strategy overseen by its Enterprise Risk Management program and Board's Audit Committee, with no material incidents reported to date - The company's cybersecurity strategy focuses on threat prevention, defense, detection, and response, integrated into its Enterprise Risk Management program179 - Oversight is provided by the Board's Audit Committee, which receives quarterly briefings from the CTO and CISO. Management-level oversight is handled by the CTO, CISO, and VP of Global Internal Audit, with support from the Security Steering Committee (SSC) and Data Privacy Committee (DPC)180184185 - The company conducts mandatory onboarding and annual security awareness training for employees, including phishing simulations182 - As of the report date, the company is not aware of any cybersecurity threats or incidents that have had a material effect on its business, operations, or financial condition183 Properties RB Global operates from 311 owned and leased properties globally, totaling 5,376 owned acres and 8,164 leased acres, with recent expansion in 2024 Owned and Leased Properties by Region (as of Dec 31, 2024) | Location | Number of Locations | Owned Acreage | Leased Acreage | | :--- | :--- | :--- | :--- | | United States | 246 | 3,704 | 7,377 | | Canada | 30 | 884 | 539 | | International | 35 | 788 | 248 | | Total | 311 | 5,376 | 8,164 | - The company is headquartered in a leased property in Westchester, Illinois, with the lease extending until 2027188 - During 2024, the company opened 5 new operating locations in the US and Canada and converted 13 leased properties to owned properties, primarily through lease buyouts190 Legal Proceedings The company reports no material legal proceedings pending, other than ordinary routine litigation incidental to its business - There are no material legal proceedings pending, other than ordinary routine litigation incidental to the business192 Mine Safety Disclosures This item is not applicable to the company - Not applicable193 Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities RB Global's common shares trade on the NYSE and TSX, paying a quarterly dividend of $0.29 per share, with its stock outperforming key indices over five years - The company's common shares are listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol 'RBA'195 - The company currently pays a regular quarterly cash dividend of $0.29 per common share. Future dividends are at the discretion of the Board of Directors199 Comparison of Cumulative Five-Year Total Return | Company / Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | RBA (NYSE) | $100.0 | $164.6 | $147.1 | $141.4 | $169.9 | $232.3 | | Russell 2000 | $100.0 | $119.9 | $137.7 | $109.5 | $128.0 | $142.7 | | S&P/TSX | $100.0 | $105.6 | $132.2 | $124.6 | $139.3 | $169.5 | | DJIA | $100.0 | $109.7 | $132.7 | $123.6 | $143.6 | $165.1 | Securities Authorized for Issuance under Equity Compensation Plans (as of Dec 31, 2024) | Plan Category | Number of securities to be issued upon exercise (a) | Weighted average exercise price of outstanding options (b) | Number of securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,370,692 | $64.49 | 10,265,156 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,370,692 | $64.49 | 10,265,156 | Reserved This item is reserved - [Reserved]220 Management's Discussion and Analysis of Financial Condition and Results of Operations RB Global achieved significant growth in FY2024, with GTV up 14% to $15.9 billion and revenue up 16% to $4.3 billion, driven by IAA integration and strong automotive sector performance, while maintaining robust liquidity Performance Overview and Consolidated Results RB Global reported strong FY2024 results with total GTV up 14% to $15.9 billion, total revenue up 16% to $4.3 billion, and net income doubling to $412.8 million FY2024 vs FY2023 Key Financial Metrics (in millions) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Total GTV | $15.9 billion | $13.9 billion | +14% | | Total Revenue | $4.3 billion | $3.7 billion | +16% | | Service Revenue | $3.4 billion | $2.7 billion | +23% | | Inventory Sales Revenue | $920.6 million | $947.1 million | -3% | | Net Income | $412.8 million | $206.0 million | +100% | | Diluted EPS | $2.01 | $1.04 | +93% | | Adjusted EBITDA | $1.3 billion | $1.0 billion | +26% | - Operational highlights in 2024 include the acquisition of Boom & Bucket, a digital fixed-price marketplace, and continued investment in a new digital payments platform237 Results of Operations Total GTV increased 14% to $15.9 billion in 2024, with total revenue growing 16% to $4.3 billion, and operating income surging 62% due to reduced acquisition costs GTV by Geography (in millions) | Geography | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | United States | $11,966.4 | $10,266.1 | +17% | | Canada | $2,688.1 | $2,460.8 | +9% | | International | $1,250.3 | $1,203.7 | +4% | | Total GTV | $15,904.8 | $13,930.6 | +14% | GTV by Sector (in millions) | Sector | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Automotive | $8,277.6 | $6,531.2 | +27% | | CC&T | $5,805.8 | $5,446.5 | +7% | | Other | $1,821.4 | $1,952.9 | -7% | | Total GTV | $15,904.8 | $13,930.6 | +14% | - Total lots sold increased by 24% to 3.35 million, primarily due to the full inclusion of IAA operations238 - Acquisition-related and integration costs decreased 87% to $29.0 million from $216.1 million in 2023, as significant costs for the IAA acquisition were incurred in the prior year250 Liquidity and Capital Resources Net cash from operations increased to $932.0 million in 2024, with the company repaying $450.0 million in debt and maintaining $720.9 million in unused credit capacity Cash Flow Summary (in millions) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $932.0 | $544.0 | | Net cash used in investing activities | $(301.6) | $(3,108.3) | | Net cash (used in) provided by financing activities | $(645.5) | $2,676.2 | - The company repaid $450.0 million of principal on its USD TLA Facility during 2024260 - In February 2025, the company paid a deposit of CA$39.5 million (approx. $27.6 million) to the Canada Revenue Agency (CRA) to appeal a Notice of Assessment267 - As of December 31, 2024, the company had $720.9 million of unused capacity under its revolving credit facilities271 Critical Accounting Policies, Judgments, Estimates and Assumptions Critical accounting policies involve significant judgments, particularly in business combinations for intangible asset valuation, annual goodwill impairment testing, and assessing uncertain tax positions with the Canada Revenue Agency - Business Combinations: The valuation of intangible assets from the IAA acquisition required significant estimates for revenue growth, customer attrition, and discount rates280281 - Goodwill: Goodwill is tested for impairment annually. In Q4 2024, the company reorganized its reporting units and performed impairment tests before and after, concluding no impairment existed. As of December 31, 2024, no reporting units are at material risk of impairment282285286 - Income Taxes: Significant judgment was required to assess the uncertain tax position regarding the Notice of Assessment from the Canada Revenue Agency (CRA), concluding that it is more likely than not that the company's tax position will be sustained287 Non-GAAP Measures The company utilizes non-GAAP measures like Adjusted Net Income ($646.8 million), Diluted Adjusted EPS ($3.49), and Adjusted EBITDA ($1.3 billion) to present a clearer view of operating performance Non-GAAP Performance Reconciliation (in millions, except per share data) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net income available to common stockholders (GAAP) | $372.7 | $174.9 | | Adjusted net income available to common stockholders (Non-GAAP) | $646.8 | $502.2 | | Diluted EPS available to common stockholders (GAAP) | $2.01 | $1.04 | | Diluted adjusted EPS available to common stockholders (Non-GAAP) | $3.49 | $2.99 | Adjusted EBITDA Reconciliation (in millions) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net income (GAAP) | $412.8 | $206.0 | | Adjusted EBITDA (Non-GAAP) | $1,302.7 | $1,032.8 | - The adjusted net debt to adjusted EBITDA ratio was 1.6x for the year ended December 31, 2024, a decrease from 2.4x in the prior year302 Quantitative and Qualitative Disclosures About Market Risk The company faces market risks primarily from foreign currency fluctuations, with 27% of 2024 revenues in non-USD currencies, and interest rate risk on $1.3 billion of floating-rate debt - Foreign Currency Risk: 27% of 2024 revenues were denominated in currencies other than the U.S. dollar. A 10% change in the Canadian dollar, GBP, and Euro against the U.S. dollar would result in a foreign currency translation adjustment of approximately $113.0 million312313 - Interest Rate Risk: The company had $1.3 billion in floating-rate debt as of December 31, 2024. A 100 basis point (1%) change in interest rates would result in an approximate $13.3 million change in annual pre-tax interest expense315 - Fixed-rate debt from senior notes represents 51% of the company's long-term debt, mitigating some interest rate volatility316 Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for FY2024 and FY2023, including income statements, balance sheets, cash flows, and detailed notes on accounting policies, acquisitions, debt, and contingencies Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued unqualified opinions on RB Global's FY2024 and FY2023 financial statements and internal controls, identifying the uncertain tax position with the CRA as a critical audit matter - The auditor, Ernst & Young LLP, issued an unqualified (clean) opinion on the financial statements and internal controls over financial reporting318319 - A Critical Audit Matter was identified regarding the company's uncertain tax position with the Canada Revenue Agency (CRA), highlighting the complexity and significant judgment involved in assessing whether the company's tax position is more likely than not to be sustained322326 Consolidated Financial Statements For FY2024, total revenues were $4.28 billion, net income $412.8 million, total assets $11.81 billion, and cash flow from operations $932.0 million Consolidated Income Statement Highlights (Year ended Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | $4,284.2 | $3,679.6 | | Operating Income | $761.2 | $471.3 | | Net Income | $412.8 | $206.0 | | Diluted EPS | $2.01 | $1.04 | Consolidated Balance Sheet Highlights (As of Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Current Assets | $1,714.8 | $1,814.0 | | Total Assets | $11,807.0 | $12,037.4 | | Total Current Liabilities | $1,331.3 | $1,342.7 | | Total Liabilities | $6,090.6 | $6,528.0 | | Total Stockholders' Equity | $5,226.3 | $5,019.0 | Consolidated Cash Flow Highlights (Year ended Dec 31, in millions) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $932.0 | $544.0 | | Net cash (used in) provided by investing activities | $(301.6) | $(3,108.3) | | Net cash (used in) provided by financing activities | $(645.5) | $2,676.2 | Notes to the Consolidated Financial Statements Notes detail accounting policies, including the $3.55 billion goodwill from the IAA acquisition, a C$79.1 million tax dispute with the CRA, and total debt of $2.65 billion - The acquisition of IAA was finalized with a total purchase price of approximately $6.6 billion, resulting in $3.55 billion of goodwill429431 - The Canada Revenue Agency (CRA) issued a Notice of Assessment for C$79.1 million (approx. $55.1 million) for tax years 2010-2015. The company is appealing and has not recorded a liability, concluding it is more likely than not that its position will be sustained. The CRA is also reviewing years 2016-2020 for the same matter455458459 Debt Summary (as of Dec 31, 2024, in millions) | Debt Instrument | Principal Amount | | :--- | :--- | | Term Loan A Facility (CAD) | $72.5 | | Term Loan A Facility (USD) | $1,225.0 | | Senior Secured Notes (6.750% due 2028) | $550.0 | | Senior Unsecured Notes (7.750% due 2031) | $800.0 | | Total Long-term Debt (Principal) | $2,647.5 | - The company is in an ongoing arbitration with its former CEO, Ann Fandozzi, regarding her departure. An expense of $5.0 million was recorded in 2024 related to changes in estimated fair value of certain share-based awards connected to the matter525526 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure This item is not applicable - Not applicable532 Controls and Procedures Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024534 - Based on the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2024538 - The independent auditor's attestation report expressed an unqualified opinion on the effectiveness of the company's internal control over financial reporting541 Other Information The company reports no other information for this item - None547 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections The company reports no information for this item - None549 Part III Directors, Executive Officers and Corporate Governance Information for this item, including details on directors, executive officers, and corporate governance, is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement551 Executive Compensation Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement554 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners, management, and related stockholder matters is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement555 Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement556 Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual and Special Meeting of Shareholders - The required information is incorporated by reference to the company's 2025 Proxy Statement557 Part IV Exhibits, Financial Statement Schedules This section details the documents filed as part of the Form 10-K, including financial statements and a comprehensive list of exhibits, with no financial statement schedules applicable - The financial statements listed under Item 8 are filed with this report559560 - No financial statement schedules are filed with this report561 - A comprehensive list of exhibits filed with the report is provided, including agreements, indentures, and compensatory plans562 Form 10-K Summary This item is not applicable - Not applicable569
RB (RBA) - 2024 Q4 - Annual Report