WESTCHESTER, Ill.--()--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, 2024.

"Our year-round dedication to CAT preparedness ensured a rapid and seamless response to recent hurricanes,” said Jim Kessler, CEO of RB Global. "We are incredibly proud of our team's dedication to over delivering for our partners and customers and their visible display of One Team - All In spirit."

"We are focused on managing expenses through careful cost controls and limiting discretionary spend to help us navigate the current environment" said Eric J. Guerin, Chief Financial Officer. "We continue to invest in strategic areas to position us for long-term growth."

Third Quarter Financial Highlights1,2,3:

  • Total gross transaction value ("GTV") decreased 7% year-over-year to $3.6 billion.
  • Total revenue decreased 4% year-over-year to $981.8 million.
  • Service revenue increased 1% year-over-year to $779.9 million.
  • Inventory sales revenue decreased 18% year-over-year to $201.9 million.
  • Net income increased 20% year-over-year to $76.0 million.
  • Net income available to common stockholders increased 22% year-over-year to $66.9 million.
  • Diluted earnings per share available to common stockholders increased 20% to $0.36 per share.
  • Diluted adjusted earnings per share available to common stockholders decreased 1% year-over-year to $0.71 per share.
  • Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") decreased 1% year-over-year to $283.7 million.

2024 Financial Outlook

The Company has updated its full-year 2024 outlook for select financial data, as shown below:

(in U.S. dollars in millions, except percentages)

 

Current Outlook

 

Prior Outlook

GTV growth4

 

0% to 2%

 

0% to 2%

Adjusted EBITDA

 

$1,235 to $1,270

 

$1,220 to $1,270

Full year 2024 tax rate (GAAP and Adjusted)

 

25% to 27%

 

25% to 27%

Capital expenditures5

 

$275 to $325

 

$275 to $325

The Company has not provided a reconciliation of Adjusted EBITDA outlook for fiscal 2024 to GAAP net income, the most directly comparable GAAP financial measure, because without unreasonable efforts, 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) acquisition-related or integration costs relating to our mergers and acquisition activity, including severance costs, (c) other legal, advisory, restructuring and non-income tax expenses, (d) share-based payments compensation expense which value is directly impacted by the fluctuations in our share price and other variables, and (e) 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 fiscal 2024.

___________________________________

1 For information regarding RB Global's use and definition of certain measures, see “Key Operating Metrics” and “Non-GAAP Measures” sections in this press release.

2 All figures are presented in U.S. dollars.

3 For the third quarter of 2024 as compared to the third quarter of 2023.

4 Compared to pro forma combined 2023 results.

5 Capital expenditures is defined 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)

 

2024

 

2023

 

2024 over
2023

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

650.7

 

 

$

576.2

 

Restricted cash

 

 

139.4

 

 

 

171.7

 

Trade and other receivables, net of allowance for credit losses of $8.4 and $6.4, respectively

 

 

736.3

 

 

 

731.5

 

Prepaid consigned vehicle charges

 

 

60.7

 

 

 

66.9

 

Inventory

 

 

163.9

 

 

 

166.5

 

Other current assets

 

 

82.4

 

 

 

91.2

 

Income taxes receivable

 

 

25.4

 

 

 

10.0

 

Total current assets

 

 

1,858.8

 

 

 

1,814.0

 

 

 

 

 

 

Property, plant and equipment, net

 

 

1,259.5

 

 

 

1,200.9

 

Operating lease right-of-use assets

 

 

1,431.9

 

 

 

1,475.5

 

Other non-current assets

 

 

96.7

 

 

 

85.6

 

Intangible assets, net

 

 

2,736.5

 

 

 

2,914.1

 

Goodwill

 

 

4,537.1

 

 

 

4,537.0

 

Deferred tax assets

 

 

11.5

 

 

 

10.3

 

Total assets

 

$

11,932.0

 

 

$

12,037.4

 

 

 

 

 

 

Liabilities, Temporary Equity and Stockholders' Equity

 

 

 

 

 

 

 

 

 

Auction proceeds payable

 

$

546.7

 

 

$

502.5

 

Trade and other liabilities

 

 

740.9

 

 

 

685.8

 

Current operating lease liabilities

 

 

116.4

 

 

 

118.0

 

Income taxes payable

 

 

9.3

 

 

 

8.5

 

Short-term debt

 

 

31.4

 

 

 

13.7

 

Current portion of long-term debt

 

 

4.4

 

 

 

14.2

 

Total current liabilities

 

 

1,449.1

 

 

 

1,342.7

 

 

 

 

 

 

Long-term operating lease liabilities

 

 

1,326.2

 

 

 

1,354.3

 

Long-term debt

 

 

2,724.9

 

 

 

3,061.6

 

Other non-current liabilities

 

 

90.6

 

 

 

86.7

 

Deferred tax liabilities

 

 

639.5

 

 

 

682.7

 

Total liabilities

 

 

6,230.3

 

 

 

6,528.0

 

 

 

 

 

 

Temporary equity:

 

 

 

 

Series A Senior Preferred Shares; shares authorized, issued and outstanding: 485,000,000 (December 31, 2023: 485,000,000)

 

 

482.0

 

 

 

482.0

 

Redeemable non-controlling interest

 

 

8.2

 

 

 

8.4

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

Senior preferred and junior preferred stock, no par value, unlimited shares authorized; issued and outstanding shares, other than Series A Senior Preferred Shares: nil (December 31, 2023: nil)

 

 

 

 

Common stock, no par value, unlimited shares authorized; shares issued and outstanding: 184,407,685 (December 31, 2023: 182,843,942)

 

 

4,140.5

 

 

 

4,054.2

 

Additional paid-in capital

 

 

85.2

 

 

 

88.0

 

Retained earnings

 

 

1,034.4

 

 

 

918.5

 

Accumulated other comprehensive loss

 

 

(51.0

)

 

 

(44.0

)

Stockholders' equity

 

 

5,209.1

 

 

 

5,016.7

 

Non-controlling interests

 

 

2.4

 

 

 

2.3

 

Total stockholders' equity

 

 

5,211.5

 

 

 

5,019.0

 

Total liabilities, temporary equity and stockholders' equity

 

$

11,932.0

 

 

$

12,037.4

 

Condensed Consolidated Statements of Cash Flows

(Expressed in millions of U.S. dollars)

(Unaudited)

 

Nine months ended September 30,

 

2024

 

2023

Cash provided by (used in):

 

 

 

 

Operating activities:

 

 

 

 

Net income

 

$

294.4

 

 

$

121.8

 

Adjustments for items not affecting cash:

 

 

 

 

Depreciation and amortization

 

 

329.9

 

 

 

246.9

 

Share-based payments expense

 

 

45.2

 

 

 

39.9

 

Deferred income tax benefit

 

 

(44.5

)

 

 

(31.4

)

Unrealized foreign exchange (gain) loss

 

 

(0.5

)

 

 

5.4

 

Gain on disposition of property, plant and equipment

 

 

(3.2

)

 

 

(4.4

)

Allowance for expected credit losses

 

 

5.4

 

 

 

 

Loss on redemption of notes

 

 

 

 

 

3.3

 

Gain on remeasurement of investment upon acquisition

 

 

 

 

 

(1.4

)

Amortization of debt issuance costs

 

 

9.7

 

 

 

7.1

 

Amortization of right-of-use assets

 

 

114.7

 

 

 

72.9

 

Other, net

 

 

16.1

 

 

 

7.0

 

Net changes in operating assets and liabilities

 

 

(19.7

)

 

 

(260.4

)

Net cash provided by operating activities

 

 

747.5

 

 

 

206.7

 

Investing activities:

 

 

 

 

Acquisition of IAA, net of cash acquired

 

 

 

 

 

(2,755.2

)

Acquisition of VeriTread, net of cash acquired

 

 

 

 

 

(24.7

)

Property, plant and equipment additions

 

 

(110.8

)

 

 

(153.6

)

Proceeds on disposition of property, plant and equipment

 

 

1.5

 

 

 

31.6

 

Intangible asset additions

 

 

(83.7

)

 

 

(83.3

)

Proceeds from repayment of loans receivable

 

 

6.3

 

 

 

2.3

 

Issuance of loans receivable

 

 

(20.8

)

 

 

(18.8

)

Other

 

 

(2.1

)

 

 

(0.6

)

Net cash used in investing activities

 

 

(209.6

)

 

 

(3,002.3

)

Financing activities:

 

 

 

 

Issuance of Series A Senior Preferred Shares and common stock, net of issuance costs

 

 

 

 

 

496.9

 

Dividends paid to common stockholders

 

 

(152.4

)

 

 

(248.7

)

Dividends paid to Series A Senior Preferred shareholders

 

 

(25.6

)

 

 

(21.9

)

Proceeds from exercise of options and share option plans

 

 

57.5

 

 

 

15.5

 

Payment of withholding taxes on issuance of shares

 

 

(14.6

)

 

 

(14.6

)

Net increase (decrease) in short-term debt

 

 

16.4

 

 

 

(23.9

)

Proceeds from long-term debt

 

 

 

 

 

3,175.0

 

Repayment of long-term debt

 

 

(353.3

)

 

 

(603.3

)

Payment of debt issue costs

 

 

 

 

 

(41.7

)

Repayment of finance lease and equipment financing obligations

 

 

(19.7

)

 

 

(13.6

)

Proceeds from equipment financing obligations

 

 

2.0

 

 

 

11.1

 

Payment of contingent consideration

 

 

(1.9

)

 

 

(2.0

)

Net cash (used in) provided by financing activities

 

 

(491.6

)

 

 

2,728.8

 

Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash

 

 

(4.1

)

 

 

0.1

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

42.2

 

 

 

(66.7

)

Cash, cash equivalents, and restricted cash, beginning of period

 

 

747.9

 

 

 

625.9

 

Cash, cash equivalents, and restricted cash, end of period

 

$

790.1

 

 

$

559.2

 

Non-GAAP Measures

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 financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with US GAAP.

Please refer to the quarterly report on Form 10-Q for the quarter ended September 30, 2024 for a summary of adjusting items during the trailing twelve months ended September 30, 2024 and September 30, 2023.

Adjusted Net Income Available to Common Stockholders and Diluted Adjusted EPS Available to Common Stockholders Reconciliation

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 financial period and eliminates the financial 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 financial 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 effects of adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related and integration costs, amortization of acquired intangible assets, executive transition costs and certain other items. Net income available to common stockholders is calculated as net income attributable to controlling interests, less cumulative dividends on Series A Senior Preferred Shares and allocated earnings to participating securities.

Diluted adjusted EPS available to common stockholders is calculated by dividing adjusted net income available to common stockholders by the weighted average number of dilutive shares outstanding, except that it is computed based upon the lower of the two-class method or the if-converted method, which includes the effects of the assumed conversion of the Series A Senior Preferred Shares and the effect of shares issuable under the Company’s stock-based incentive plans, if such effect is dilutive.

The following table reconciles adjusted net income available to common stockholders and diluted adjusted EPS available to common stockholders to net income available to common stockholders and diluted EPS available to common stockholders, which are the most directly comparable GAAP measures in our consolidated financial statements:

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 

 

 

 

% Change

 

 

 

 

 

% Change

(in U.S. dollars in millions, except share, per share data, and percentages)

2024

 

2023

 

2024 over
2023

 

2024

 

2023

 

2024 over
2023

Net income available to common stockholders

 

$

66.9

 

 

$

54.7

 

 

22

%

 

$

264.7

 

 

$

99.1

 

 

167

%

Share-based payments expense

 

 

9.7

 

 

 

12.7

 

 

(24

)%

 

 

41.1

 

 

 

31.7

 

 

30

%

Acquisition-related and integration costs

 

 

6.0

 

 

 

23.1

 

 

(74

)%

 

 

22.9

 

 

 

195.6

 

 

(88

)%

Amortization of acquired intangible assets

 

 

67.9

 

 

 

63.9

 

 

6

%

 

 

206.5

 

 

 

156.5

 

 

32

%

Loss (gain) on disposition of property, plant and equipment and related costs

 

 

0.2

 

 

 

0.6

 

 

(67

)%

 

 

(1.2

)

 

 

(0.9

)

 

33

%

Prepaid consigned vehicles charges

 

 

(0.6

)

 

 

(7.6

)

 

(92

)%

 

 

(4.0

)

 

 

(59.7

)

 

(93

)%

Loss on redemption of the 2016 and 2021 Notes and certain related interest expense

 

 

 

 

 

 

 

%

 

 

 

 

 

3.3

 

 

NM

 

Other legal, advisory, restructuring and non-income tax expenses

 

 

2.2

 

 

 

0.6

 

 

267

%

 

 

12.1

 

 

 

1.3

 

 

831

%

Executive transition costs

 

 

0.6

 

 

 

9.8

 

 

(94

)%

 

 

4.3

 

 

 

9.8

 

 

(56

)%

Remeasurements in connection with business combinations

 

 

1.2

 

 

 

 

 

NM

 

 

 

1.2

 

 

 

(2.9

)

 

NM

 

Related tax effects of the above

 

 

(21.0

)

 

 

(22.2

)

 

(5

)%

 

 

(69.8

)

 

 

(74.7

)

 

(7

)%

Related allocation of the above to participating securities

 

 

(2.3

)

 

 

(2.9

)

 

(21

)%

 

 

(7.6

)

 

 

(7.6

)

 

%

Adjusted net income available to common stockholders

 

$

130.8

 

 

$

132.7

 

 

(1

)%

 

$

470.2

 

 

$

351.5

 

 

34

%

Weighted average number of dilutive shares outstanding

 

 

185,499,988

 

 

 

183,601,601

 

 

1

%

 

 

184,999,899

 

 

 

162,916,593

 

 

14

%

Diluted earnings per share available to common stockholders

 

$

0.36

 

 

$

0.30

 

 

20

%

 

$

1.43

 

 

$

0.61

 

 

134

%

Diluted adjusted earnings per share available to common stockholders

 

$

0.71

 

 

$

0.72

 

 

(1

)%

 

$

2.54

 

 

$

2.16

 

 

18

%

 

NM = Not meaningful

 

Adjusted EBITDA

The Company believes adjusted EBITDA provides useful information about the growth or decline of its net income when compared between different financial periods. The Company uses adjusted EBITDA as a key performance measure because the Company believes it facilitates operating performance comparisons from period to period and provides management with the ability to monitor its controllable incremental revenues and costs.

Adjusted EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from net income, as well as adding back the adjusting items.

The following table reconciles adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements:

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 

 

 

 

% Change

 

 

 

 

 

% Change

(in U.S. dollars in millions, except percentages)

 

2024

 

2023

 

2024 over
2023

 

2024

 

2023

 

2024 over
2023

Net income

 

$

76.0

 

 

$

63.2

 

 

20

%

 

$

294.4

 

 

$

121.8

 

 

142

%

Add: depreciation and amortization

 

 

111.9

 

 

 

101.1

 

 

11

%

 

 

329.9

 

 

 

246.9

 

 

34

%

Add: interest expense

 

 

57.2

 

 

 

63.7

 

 

(10

)%

 

 

181.0

 

 

 

149.6

 

 

21

%

Less: interest income

 

 

(6.9

)

 

 

(4.5

)

 

53

%

 

 

(20.3

)

 

 

(15.8

)

 

28

%

Add: income tax expense

 

 

26.2

 

 

 

23.1

 

 

13

%

 

 

95.3

 

 

 

46.5

 

 

105

%

EBITDA

 

 

264.4

 

 

 

246.6

 

 

7

%

 

 

880.3

 

 

 

549.0

 

 

60

%

Share-based payments expense

 

 

9.7

 

 

 

12.7

 

 

(24

)%

 

 

41.1

 

 

 

31.7

 

 

30

%

Acquisition-related and integration costs

 

 

6.0

 

 

 

23.1

 

 

(74

)%

 

 

22.9

 

 

 

195.6

 

 

(88

)%

Loss (gain) on disposition of property, plant and equipment and related costs

 

 

0.2

 

 

 

0.6

 

 

(67

)%

 

 

(1.2

)

 

 

(0.9

)

 

33

%

Remeasurements in connection with business combinations

 

 

1.2

 

 

 

 

 

NM

 

 

 

1.2

 

 

 

(1.4

)

 

NM

 

Prepaid consigned vehicles charges

 

 

(0.6

)

 

 

(7.6

)

 

(92

)%

 

 

(4.0

)

 

 

(59.7

)

 

(93

)%

Other legal, advisory, restructuring and non-income tax expenses

 

 

2.2

 

 

 

0.6

 

 

267

%

 

 

12.1

 

 

 

1.3

 

 

831

%

Executive transition costs

 

 

0.6

 

 

 

9.8

 

 

(94

)%

 

 

4.3

 

 

 

9.8

 

 

(56

)%

Adjusted EBITDA

 

$

283.7

 

 

$

285.8

 

 

(1

)%

 

$

956.7

 

 

$

725.4

 

 

32

%

 

NM = Not meaningful

 

Adjusted Net Debt and Adjusted Net Debt/Adjusted EBITDA Reconciliation

The Company believes that comparing adjusted net debt/adjusted EBITDA on a trailing twelve-month basis for different financial periods provides useful information about the performance of its operations as an indicator of the amount of time it would take to settle both the Company’s short and long-term debt. The Company does not consider this to be a measure of its liquidity, which is its ability to settle only short-term obligations, but rather a measure of how well it funds liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

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

The following table reconciles adjusted net debt to debt, adjusted EBITDA to net income, and adjusted net debt/ adjusted EBITDA to debt/ net income, respectively, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements.

 

 

At and for the twelve months ended September 30,

 

 

 

 

 

 

% Change

(in U.S. dollars in millions, except percentages)

 

2024

 

2023

 

2024 over 2023

Short-term debt

 

$

31.4

 

 

$

4.7

 

 

568

%

Long-term debt

 

 

2,729.3

 

 

 

3,122.2

 

 

(13

)%

Debt

 

 

2,760.7

 

 

 

3,126.9

 

 

(12

)%

Less: cash and cash equivalents

 

 

(650.7

)

 

 

(428.3

)

 

52

%

Adjusted net debt

 

 

2,110.0

 

 

 

2,698.6

 

 

(22

)%

Net income

 

$

378.6

 

 

$

167.1

 

 

127

%

Add: depreciation and amortization

 

 

435.2

 

 

 

271.3

 

 

60

%

Add: interest expense

 

 

245.2

 

 

 

159.1

 

 

54

%

Less: interest income

 

 

(26.5

)

 

 

(19.5

)

 

36

%

Add: income tax expense

 

 

125.2

 

 

 

60.1

 

 

108

%

EBITDA

 

 

1,157.7

 

 

 

638.2

 

 

81

%

Share-based payments expense

 

 

54.8

 

 

 

40.8

 

 

34

%

Acquisition-related and integration costs

 

 

43.4

 

 

 

217.8

 

 

(80

)%

(Gain) loss on disposition of property, plant and equipment and related costs

 

 

(1.1

)

 

 

 

 

NM

 

Remeasurements in connection with business combinations

 

 

1.3

 

 

 

(1.4

)

 

NM

 

Prepaid consigned vehicles charges

 

 

(11.3

)

 

 

(59.7

)

 

(81

)%

Other legal, advisory, restructuring and non-income tax expenses

 

 

12.9

 

 

 

1.5

 

 

760

%

Executive transition costs

 

 

6.5

 

 

 

9.8

 

 

(34

)%

Adjusted EBITDA

 

$

1,264.2

 

 

$

847.0

 

 

49

%

Debt/net income

 

7.3 x

 

18.7 x

 

(61

)%

Adjusted net debt/adjusted EBITDA

 

1.7 x

 

3.2 x

 

(47

)%

 

NM = Not meaningful