Earnings release
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NEWS RELEASE RB Global Reports Third Quarter 2025 Results 2025-11-06 WESTCHESTER, Ill.--(BUSINESS WIRE)-- RB Global, Inc. (NYSE & TSX: RBA, the “Company”, “RB Global”, “we”, “us”, “their”, or “our”) reported the following results for the three months ended September 30, 2025. "GTV growth this quarter was broad-based across every sector, re ecting the dedication of our teammates and our commitment to being trusted partners," said Jim Kessler, CEO of RB Global. "Our newly implemented operating model brings the leaders closer to the customer and sets the stage for the next generation of growth and shareholder value creation." "We delivered strong operating leverage this quarter, translating execution discipline into solid bottom line growth," said Eric J. Guerin, Chief Financial O cer. "We continue to invest in our growth initiatives and the customer experience to position the company for durable long-term growth." Third Quarter Financial Highlights1,2,3: Total gross transaction value ("GTV") increased 7% year over year to $3.9 billion. Total revenue increased 11% year over year to $1.1 billion. Service revenue increased 8% year over year to $845.0 million. Inventory sales revenue increased 23% year over year to $247.7 million. Net income increased 25% year over year to $95.2 million. Net income available to common stockholders increased 21% year over year to $80.7 million. Diluted earnings per share available to common stockholders increased 19% to $0.43 per share. Diluted adjusted earnings per share available to common stockholders increased 31% year over year to $0.93 per share. 1
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Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 16% year over year to $327.7 million. 2025 Financial Outlook The Company has updated its full-year 2025 outlook for select nancial data, as shown below: (in U.S. dollars in millions, except percentages)Current OutlookPrior Outlook GTV growth 0% to 1% 0% to 3%Adjusted EBITDA $1,350 to $1,380$1,340 to $1,370Full year tax rate (GAAP and adjusted)22% to 24%24% to 27%Capital expenditures4 $350 to $400$350 to $400____________________ 1 For information regarding RB Global's use and de nition of certain measures, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this press release. 2 All gures are presented in U.S. dollars. 3 For the third quarter of 2025 as compared to the third quarter of 2024. 4 Capital expenditures is de ned as property, plant and equipment, net of proceeds on disposals, plus intangible asset additions. Additional Financial and Operational Highlights Three months ended September 30,Nine months ended September 30, % Change % Change (in U.S. dollars in millions,except EPS and percentages)202520242025 over 2024202520242025 over 2024 GTV $ 3,893.8$ 3,622.2 7 %$ 11,920.8$ 11,803.61 %Service revenue 845.0 779.9 8 % 2,584.72,488.1 4 % Service revenue take rate21.7 %21.5 %20bps21.7 %21.1 %60bpsInventory sales revenue$ 247.7$ 201.9 23 %$ 802.6$ 654.5 23 %Inventory return 11.6 8.4 38 % 45.1 41.7 8 %Inventory rate 4.7 % 4.2 % 50bps 5.6 % 6.4 %(80)bpsNet income $ 95.2$ 76.0 25 %$ 318.2$ 294.4 8 %Net income available to commonstockholders 80.7 66.9 21 % 283.1 264.7 7 %Adjusted EBITDA 327.7 283.7 16 % 1,020.1956.7 7 %Diluted earnings per share available tocommonstockholders $ 0.43$ 0.36 19 %$ 1.52$ 1.43 6 %Diluted adjusted earnings per shareavailable tocommon stockholders$ 0.93$ 0.71 31 %$ 2.89$ 2.54 14 % Revenue Three months ended September 30,Nine months ended September 30, % Change % Change (in U.S. dollars in millions,except percentages)202520242025 over2024202520242025 over2024 Transactional seller revenue$ 215.8$ 206.6 4 %$ 673.6$ 695.9 (3)%Transactional buyer revenue543.8 486.9 12 % 1,661.11,522.3 9 %Marketplace services revenue85.4 86.4 (1)% 250.0 269.9 (7)% Total service revenue845.0 779.9 8 % 2,584.72,488.1 4 %Inventory sales revenue247.7 201.9 23 % 802.6 654.5 23 % Total revenue $ 1,092.7$ 981.8 11 %$ 3,387.3$ 3,142.6 8 % For the Third Quarter: 2
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GTV increased 7% year over year to $3.9 billion, re ecting broad-based strength across all sectors. Growth in the commercial construction and transportation ("CC&T") sector was partially driven by the inclusion of J.M. Wood Auction Co., Inc. ("J.M. Wood"). Excluding the impact of this acquisition, CC&T GTV increased due to a higher average price per lot sold, driven primarily on improved mix, partially o set by lower volumes as the prior year bene ted from a certain signi cant non-recurring customer disposition. In the automotive sector, GTV increased due to year-over-year market share gains, as well as growth in lot volume from existing partners. The average price per lot sold declined primarily due to a shift in customer mix, with a greater proportion of remarketed vehicles relative to insurance vehicles. Geographically, GTV strength was driven by Canada and International markets. Service revenue increased 8% year over year to $845.0 million, driven by higher GTV and an increase in service revenue take rate. Service revenue take rate expanded 20 basis points year over year to 21.7% driven by a higher buyer fee rate structure, partially o set by lower marketplace services revenue and a lower average seller commission rate. The decline in marketplace services revenue was driven by lower fees earned from transportation services compared to the prior period. Inventory sales revenue increased 23% year over year to $247.7 million, partially due to the inclusion of J.M. Wood. Excluding the impact of this acquisition, inventory sales revenue bene ted from a large CC&T customer disposition in the United States. The inventory rate expanded 50 basis points year over year to 4.7%, primarily due to strong performance in the CC&T sector. Net income available to common stockholders increased to $80.7 million, primarily driven by the decrease in income tax expense and lower interest expense due to lower long-term debt levels driven by repayments of principal and lower interest rates, partly as a result of the recent re nancing of our Credit Agreement. These increases were partially o set by the adjustment of redeemable non-controlling interest. Adjusted EBITDA 1 increased 16% year over year driven by GTV growth, service revenue take rate expansion, higher contribution from inventory returns, partially o set by higher operating expenses. GTV by Sector Three months ended September 30,Nine months ended September 30,% Change % Change (in U.S. dollars in millions,except percentages)202520242025 over2024202520242025 over2024 Automotive $ 2,152.2$ 2,031.1 6 %$ 6,458.4$ 6,143.7 5 %Commercial construction andtransportation 1,328.91,217.6 9 % 4,128.94,392.1(6) %Other2 412.7 373.5 10 % 1,333.51,267.8 5 % Total GTV $ 3,893.8$ 3,622.2 7 %$ 11,920.8$ 11,803.61 % Total Lots Sold by Sector 3
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Three months ended September 30,Nine months ended September 30,% Change % Change (in '000's of lots sold, exceptpercentages) 202520242025 over2024202520242025 over2024 Automotive 601.7 553.8 9 % 1,823.21,686.1 8 %Commercial construction andtransportation 87.8 103.1 (15) % 272.9 330.1 (17) %Other2 126.7 140.8 (10) % 422.4 459.9 (8) % Total lots sold 816.2 797.7 2 % 2,518.52,476.1 2 % Reconciliation of Operating Expenses The below table reconciles as reported operating expenses by line item to adjusted operating expenses to exclude the impact of adjustments as de ned in our Non-GAAP Measures. For the three months ended September 30, 2025 (in U.S. dollars in millions)Cost ofservices Cost ofinventorysold Selling,general andadministrativeexpenses Acquisition-related andintegrationcosts Depreciationandamortization Totaloperatingexpenses As reported $ 353.0$ 236.1$ 217.8$ 4.0$ 124.7$ 935.6Share-based payments expense— — (21.6) — — (21.6)Acquisition- related and integration costs— — — (4.0) — (4.0)Restructuring costs — — (10.2) — — (10.2)Amortization of acquired intangibleassets — — — — (72.7) (72.7)Executive transition costs— — (4.7) — — (4.7)Other legal, advisory and non-income taxexpenses — — (6.1) — — (6.1) Adjusted $ 353.0$ 236.1$ 175.2 —$ 52.0$ 816.3 ____________________1 For information regarding RB Global's use and de nition of this measure, see “Key Operating Metrics” and “Non-GAAP Measures” sections in thispress release.2 Total GTV and total lots sold in the other sector exclude the results from LKQ SYNETIQ from June 21 2025, the date of its deconsolidation from theCompany. For the nine months ended September 30, 2025 (in U.S. dollars in millions)Cost ofservices Cost ofinventorysold Selling,general andadministrativeexpenses Acquisition-related andintegration costs Depreciationandamortization Totaloperatingexpenses As reported $ 1,068.8$ 757.5$ 645.0$ 9.8$ 355.9$ 2,837.0Share-based payments expense— — (61.2) — — (61.2)Acquisition- related and integrationcosts — — — (9.8) — (9.8)Restructuring costs— — (13.1) — — (13.1)Amortization of acquired intangibleassets — — — — (209.3)(209.3)Loss on disposition of property, plantand equipment and related costs— — (0.2) — — (0.2)Prepaid consigned vehicle charges0.5 — — — — 0.5Executive transition costs— — (10.5) — — (10.5)Loss on deconsolidation and relatedcosts — (1.7) (2.5) — — (4.2)Db i (39) (39) 4
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Debt re nancing costs— — (3.9) — — (3.9)Remeasurements in connection withbusiness combinations— — (0.1) — — (0.1)Other legal, advisory and non-incometax expenses (1.0) — (10.5) — — (11.5) Adjusted $ 1,068.3$ 755.8$ 543.0$ —$ 146.6$ 2,513.7 Dividend Information Quarterly Dividend On November 5, 2025, the Company declared a quarterly cash dividend of $0.31 per common share, payable on December 17, 2025, to shareholders of record on November 26, 2025. Other Company Developments On October 28, 2025, an Australian subsidiary of the Company entered into a de nitive agreement to purchase all of the outstanding shares of Smith Broughton Pty Ltd, an Australia based auction company for A$57.5 million ($38.0 million), subject to adjustments for working capital, inventory, and other items. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of 2025. Third Quarter 2025 Earnings Conference Call RB Global is hosting a conference call to discuss its nancial results for the quarter ended September 30, 2025, at 4:30 PM ET on November 6, 2025. The replay of the webcast will be available through November 6, 2026. Conference call and webcast details are available at the following link: https://investor.rbglobal.com About RB Global RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace that provides value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through our auction sites and digital platform, we have a wide global presence and serve customers across a variety of asset classes, including automotive, commercial transportation, construction, government surplus, lifting and material handling, energy, mining and agriculture. Our marketplace brands include Ritchie Bros., the world's largest auctioneer of commercial assets and vehicles o ering online bidding, and IAA, Inc. ("IAA"), a leading global digital marketplace connecting vehicle buyers and sellers. Our portfolio of brands also includes Rouse Services ("Rouse"), which provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip Inc. ("SmartEquip"), an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; and VeriTread LLC ("VeriTread"), an online marketplace for heavy haul transport. 5
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Forward-looking Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding future nancial and operational results, opportunities, and any other statements regarding events or developments that RB Global believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identi ed by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “con dent”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “remain”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward- looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond RB Global’s control, including risks and uncertainties related to: our ability to integrate acquisitions, including the recently acquired J.M. Wood; the fact that operating costs and business disruption may be greater than expected; the e ect of the consummation of the merger on the trading price of RB Global's common shares; the ability of RB Global to retain and hire key personnel and employees; the signi cant costs associated with the merger; the outcome of any legal proceedings that have been or could be instituted against RB Global; the ability of the Company to realize anticipated synergies in the amount, manner or timeframe expected or at all; the failure of the Company to achieve expected operating results in the amount, manner or timeframe expected or at all; changes in capital markets and the ability of the Company to generate cash ow and/or nance operations in the manner expected or to de-lever in the timeframe expected; the failure of RB Global or the Company to meet nancial forecasts and/or key performance targets including the Company's key operating metrics; the Company’s ability to commercialize new platform solutions and o erings; legislative, regulatory and economic developments a ecting the combined business; general economic and market developments and conditions, including as a result of global trade tensions and as a result of current, proposed or future tari s; the evolving legal, regulatory and tax regimes under which RB Global operates; unpredictability and severity of catastrophic events, including, but not limited to, pandemics, acts of terrorism or outbreak of war or hostilities, as well as RB Global’s response to any of the aforementioned factors. Other risks that could cause actual results to di er materially from those described in the forward-looking statements are included in RB Global's periodic reports and other lings with the Securities and Exchange Commission (“SEC”) and/or applicable Canadian securities regulatory authorities, including the risk factors identi ed under Item 1A “Risk Factors” and the section titled “Summary of Risk Factors” in RB Global’s most recent Annual Report on Form 10-K for the scal year ended December 31, 2024, and RB Global’s periodic reports and other lings with the SEC, which are available on the SEC, SEDAR and RB Global’ websites. The foregoing list is not exhaustive of the factors that may a ect RB Global’s forward-looking statements. There can be no assurance that 6
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forward-looking statements will prove to be accurate, and actual results may di er materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and RB Global does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements. 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 a ecting our business, and make operating decisions. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the e ectiveness of our operational strategies. Gross Transaction Value: 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 nancial performance, liquidity, or revenue, and is not presented in the Company’s consolidated nancial statements. Total service revenue take rate: Total service revenue divided by total GTV. 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.” GTV and Selected Condensed Consolidated Financial Information GTV and Condensed Consolidated Income Statements (Unaudited; in millions, except per share amounts) Three months endedSeptember 30,Nine months endedSeptember 30, 2025202420252024 GTV $ 3,893.8$ 3,622.2$ 11,920.8$ 11,803.6 Revenue:Service revenue $ 845.0$ 779.9$ 2,584.7$ 2,488.1Inventory sales revenue 247.7 201.9 802.6 654.5 Total revenue 1,092.7981.83,387.33,142.6 7
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Operating expenses:Costs of services 353.0 339.71,068.81,041.5Cost of inventory sold 236.1 193.5 757.5 612.8Selling, general and administrative217.8 177.8 645.0 584.5Acquisition-related and integration costs4.0 6.0 9.8 22.9Depreciation and amortization 124.7 111.9 355.9 329.9 Total operating expenses 935.6 828.92,837.02,591.6 Gain on disposition of property, plant and equipment1.2 0.5 1.6 3.2Loss on deconsolidation — — (15.5) — Operating income 158.3 153.4 536.4 554.2 Interest expense (48.2) (57.2) (145.6)(181.0)Interest income 3.6 6.9 10.6 20.3Other loss, net (1.6) (1.2) (0.7) (2.2)Foreign exchange gain (loss) (0.4) 0.3 (0.6) (1.6) Income before income taxes 111.7 102.2 400.1 389.7Income tax expense 16.5 26.2 81.9 95.3 Net income $ 95.2$ 76.0$ 318.2$ 294.4 Net income (loss) attributable to:Controlling interests $ 95.5$ 76.1$ 318.7$ 294.6Redeemable non-controlling interest(0.3) (0.1) (0.5) (0.2) Net income $ 95.2$ 76.0$ 318.2$ 294.4 Net income attributable to controlling interests$ 95.5$ 76.1$ 318.7$ 294.6Cumulative dividends on Series A Senior Preferred Shares(6.7) (6.7) (20.1) (20.1)Allocated earnings to Series A Senior Preferred Shares(3.1) (2.5) (10.5) (9.8)Adjustment of redeemable non-controlling interest(5.0) — (5.0) — Net income available to common stockholders$ 80.7$ 66.9$ 283.1$ 264.7 Basic earnings per share available to common stockholders$ 0.43$ 0.36$ 1.53$ 1.44Diluted earnings per share available to common stockholders$ 0.43$ 0.36$ 1.52$ 1.43Basic weighted average number of shares outstanding185.6 184.3 185.3 183.8Diluted weighted average number of shares outstanding187.1 185.5 186.7 185.0 Condensed Consolidated Balance Sheets (Unaudited; in millions) September30,2025 December31,2024Assets Current assets:Cash and cash equivalents $ 674.7$ 533.9Restricted cash 78.6 174.9Trade and other receivables, net of allowance for credit losses of $5.5 and $7.2, respectively697.6 709.4Prepaid consigned vehicle charges 58.4 67.9Inventory 120.9 121.5Other current assets 82.7 77.0Income taxes receivable 116.3 30.2Assets held for sale 40.6 — Total current assets 1,869.81,714.8Property, plant and equipment, net 1,461.11,275.4Operating lease right-of-use assets 1,539.61,529.1Other non-current assets 151.8 98.4Intangible assets, net 2,529.02,668.7Goodwill 4,680.04,511.8Deferred tax assets 8.8 8.8 Total assets $12,240.1$11,807.0 Liabilities, Temporary Equity and Stockholders' Equity Current liabilities:Auction proceeds payable $ 509.7$ 378.0Trade and other liabilities 745.6 782.0Current operating lease liabilities 124.2 113.3Income taxes payable 6.0 26.2Short-term debt 73.6 27.7Current portion of long-term debt 51.2 4.1Liabilities held for sale 6.4 — Total current liabilities 1,516.71,331.3Long-term operating lease liabilities 1,447.81,431.1Long-term debt 2,517.42,622.1Other non-current liabilities 171.8 97.4Deferred tax liabilities 606.5 608.7 8
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Total liabilities 6,260.26,090.6 Temporary equity:Series A Senior Preferred Shares, no par value; shares authorized, issued and outstanding:485.0 million 482.0 482.0Redeemable non-controlling interest 12.6 8.1Stockholders' equity:Senior preferred and junior preferred stock; unlimited shares authorized; shares issued and outstanding, otherthan Series A Senior Preferred Shares: nil — —Common stock and additional paid-in capital, no par value; unlimited shares authorized; shares issued andoutstanding: 185.7 million 4,333.94,258.5Retained earnings 1,212.31,090.3Accumulated other comprehensive loss (62.7) (124.8) Stockholders' equity 5,483.55,224.0Non-controlling interests 1.8 2.3 Total stockholders' equity 5,485.35,226.3 Total liabilities, temporary equity and stockholders' equity$12,240.1$11,807.0 Condensed Consolidated Statements of Cash Flows (Unaudited, in millions) Nine months ended September 30,20252024 Cash provided by (used in):Operating activities:Net income $ 318.2$ 294.4Adjustments for items not a ecting cash:Depreciation and amortization 355.9 329.9Share-based payments expense 64.4 45.2Deferred income tax bene t — (44.5)Unrealized foreign exchange loss (gain) 0.2 (0.5)Gain on disposition of property, plant and equipment(1.6) (3.2)Loss on deconsolidation 15.5 —Allowance for expected credit losses 0.1 5.4Amortization of debt issuance costs 7.1 9.7Amortization of right-of-use assets 119.3 114.7Other, net 12.1 16.1Net changes in operating assets and liabilities(168.2) (19.7) Net cash provided by operating activities 723.0 747.5 Investing activities:Acquisition of J.M. Wood, net of cash acquired(163.6) —Property, plant and equipment additions (190.3) (110.8)Proceeds on disposition of property, plant and equipment4.4 1.5Intangible asset additions (91.2) (83.7)Proceeds from repayment of loans receivable15.8 6.3Issuance of loans receivable (36.4) (20.8)Other, net (4.0) (2.1) Net cash used in investing activities (465.3) (209.6) Financing activities:Dividends paid to common stockholders (165.5) (152.4)Dividends paid to Series A Senior Preferred shareholders(25.9) (25.6)Proceeds from exercise of options and share option plans35.4 57.5Payment of withholding taxes on issuance of shares(20.6) (14.6)Net increase in short-term debt 41.2 16.4Proceeds from long-term debt 275.0 —Repayment of long-term debt (338.9) (353.3)Payment of debt issuance costs (4.4) —Repayment of nance lease and equipment nancing obligations(23.6) (19.7)Proceeds from equipment nancing obligations2.7 2.0Payment of contingent consideration (1.9) (1.9) Net cash used in nancing activities (226.5) (491.6) E ect of changes in foreign currency rates on cash, cash equivalents, and restricted cash19.3 (4.1)Cash and cash equivalents classi ed as assets held for sale(6.0) — Net increase in cash, cash equivalents, and restricted cash44.5 42.2Cash, cash equivalents, and restricted cash, beginning of period708.8 747.9 Cash, cash equivalents, and restricted cash, end of period$ 753.3$ 790.1 Non-GAAP Measures 9
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This news release references non-GAAP measures. 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 nancial 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 nancial information prepared and presented in accordance with U.S. GAAP. The Company has not provided a reconciliation of Adjusted EBITDA outlook for scal 2025 to GAAP net income, the most directly comparable GAAP nancial measure, because without unreasonable e orts, it is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate Adjusted EBITDA, including but not limited to: (a) the net loss or gain on the sale of property plant & equipment, or other assets (b) loss on deconsolidation and related costs (c) acquisition-related or integration costs relating to our mergers and acquisition activity, including severance costs, (d) restructuring costs, (e) other legal, advisory and non- income tax expenses, (f) share-based payments compensation expense, which value is directly impacted by the uctuations in our share price and other variables, and (g) other expenses that we do not believe are indicative of our ongoing operations. These adjustments are uncertain, depend on various factors that are beyond our control and could have a material impact on net income for scal 2025. Please refer to the quarterly report on Form 10-Q for the quarter ended September 30, 2025 for a summary of adjusting items during the trailing twelve months ended September 30, 2025 and September 30, 2024. Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders The Company believes that adjusted net income available to common stockholders provides useful information about the growth or decline of the net income available to common stockholders for the relevant nancial period and eliminates the nancial impact of adjusting items the Company does not consider to be part of the normal operating results. Diluted adjusted EPS available to common stockholders eliminates the nancial impact of adjusting items from net income available to common stockholders that the Company does not consider to be part of the normal operating results. Adjusted net income available to common stockholders is calculated as net income available to common stockholders, excluding the e ects 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, restructuring 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, allocated earnings to Series A Senior Preferred Shares, 10
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and adjustments to redeemable non-controlling interest. 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 e ects of the assumed conversion of the Series A Senior Preferred Shares and the e ect of shares issuable under the Company’s stock-based incentive plans, if such e ect is dilutive. 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 nancial statements: Three months ended September 30,Nine months ended September 30,(in millions, except percentagesand per share amounts)20252024% Change20252024% Change Net income available to commonstockholders $ 80.7$ 66.9 21%$ 283.1$ 264.7 7%Share-based payments expense21.6 9.7 123%61.2 41.1 49%Acquisition-related and integrationcosts 4.0 6.0 (33)% 9.8 22.9 (57)%Restructuring costs10.2 — NM 13.1 — NMAmortization of acquired intangibleassets 72.7 67.9 7% 209.3 206.5 1%(Gain) loss on disposition of property,plant and equipment and related costs(1.2) 0.2 NM (1.4) (1.2) 17%Prepaid consigned vehicles charges— (0.6) NM (0.5) (4.0) (88)%Executive transition costs4.7 0.6 683%10.5 4.3 144%Loss on deconsolidation and relatedcosts — — NM 19.7 — NMDebt re nancing costs— — NM 3.9 — NMRemeasurements in connection withbusiness combinations— 1.2 NM 0.1 1.2 (92)%Other legal, advisory and non-incometax expenses 7.4 2.2 236%12.7 12.1 5%Accretion of deferred consideration0.7 — NM 0.7 — NMRelated tax e ects of the above(28.6) (21.0) 36% (78.3) (69.8) 12%Related allocation of the above toparticipating securities(3.2) (2.3) 39% (9.2) (7.6) 21%Adjustment of redeemable non-controlling interest5.0 — NM 5.0 — NM Adjusted net income available to commonstockholders $ 174.0$ 130.8 33%$ 539.7$ 470.2 15% Weighted average number of dilutiveshares outstanding187.1 185.5 1% 186.7 185.0 1% Diluted earnings per share available tocommon stockholders$ 0.43$ 0.36 19%$ 1.52$ 1.43 6%Diluted adjusted earnings per shareavailable to common stockholders$ 0.93$ 0.71 31%$ 2.89$ 2.54 14% NM = Not meaningful Adjusted EBITDA The Company believe adjusted EBITDA provides useful information and is a key performance measure because it facilitates operating performance comparisons from period to period and it provides management with the ability 11
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to monitor its controllable incremental revenues and costs. Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, and income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items. The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated nancial statements: Three months ended September 30,Nine months ended September 30,(in millions, except percentages)20252024% Change20252024% Change Net income $ 95.2$ 76.0 25%$ 318.2$ 294.4 8%Add: depreciation and amortization124.7 111.9 11% 355.9 329.9 8%Add: interest expense48.2 57.2 (16)%145.6 181.0 (20)%Less: interest income(3.6) (6.9) (48)%(10.6) (20.3) (48)%Add: income tax expense16.5 26.2 (37)%81.9 95.3 (14)% EBITDA 281.0 264.4 6% 891.0 880.3 1%Share-based payments expense21.6 9.7 123%61.2 41.1 49%Acquisition-related and integration costs4.0 6.0 (33)% 9.8 22.9 (57)%Restructuring costs10.2 — NM 13.1 — NM(Gain) loss on disposition of property,plant and equipment and related costs(1.2) 0.2 NM (1.4) (1.2) 17%Prepaid consigned vehicles charges— (0.6) NM (0.5) (4.0) (88)%Executive transition costs4.7 0.6 683%10.5 4.3 144%Loss on deconsolidation and related costs— — NM 19.7 — NMDebt re nancing costs— — NM 3.9 — NMRemeasurements in connection withbusiness combinations— 1.2 NM 0.1 1.2 (92)%Other legal, advisory and non-income taxexpenses 7.4 2.2 236%12.7 12.1 5% Adjusted EBITDA$ 327.7$ 283.7 16%$ 1,020.1$ 956.7 7% NM = Not meaningful Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA The Company believes that comparing adjusted net debt to adjusted EBITDA on a trailing twelve-month basis, across di erent periods, provides useful information to investors about the Company's operational performance and nancial exibility. This ratio indicates the period of time it would take to repay both our short- and long-term debt from operating earnings. The Company does not consider this to be a measure of its liquidity, which is its ability to meet short-term obligations, but rather a measure of how well it manages its liquidity position. Measures of liquidity are noted under “Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. Adjusted net debt is calculated by subtracting cash and cash equivalents from short and long-term debt. 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 12
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calculated from, our consolidated nancial statements. At and for the twelve months endedSeptember 30,(in millions, except percentages)2025 2024% Change Short-term debt $ 73.6$ 31.4 134%Long-term debt 2,568.62,729.3 (6)% Debt 2,642.22,760.7 (4)%Less: cash and cash equivalents (674.7) (650.7) 4% Adjusted net debt 1,967.52,110.0 (7)% Net income $ 436.6$ 378.6 15%Add: depreciation and amortization 470.4 435.2 8%Add: interest expense 198.3 245.2 (19)%Less: interest income (16.5) (26.5) (38)%Add: income tax expense 123.9 125.2 (1)% EBITDA 1,212.71,157.7 5%Share-based payments expense 76.4 54.8 39%Acquisition-related and integration costs15.9 43.4 (63)%Restructuring costs 13.1 — NMGain on disposition of property, plant and equipment and related costs(1.4) (1.1) 27%Prepaid consigned vehicles charges (1.2) (11.3) (89)%Executive transition costs 12.9 6.5 98%Loss on deconsolidation and related costs19.7 — NMDebt re nancing costs 3.9 — NMRemeasurements in connection with business combinations0.1 1.3 (92)%Other legal, advisory and non-income tax expenses14.0 12.9 9% Adjusted EBITDA $ 1,366.1$ 1,264.2 8% Debt/net income 6.1x 7.3x (16)%Adjusted net debt/adjusted EBITDA 1.4x 1.7x (18)% NM = Not meaningful Sameer Rathod | Vice President, Investor Relations and Market Intelligence 1-510-381-7584 | srathod@rbglobal.com Source: RB Global 13