Reports strong financial results and significant progress on
integration
WESTCHESTER, Ill., Aug. 3, 2023
/CNW/ - RB Global, Inc. (NYSE: RBA) (TSX: RBA), the "Company", "RB
Global", "we", "us", "their", or "our") reported the following
results for the three months ended June 30,
2023.
Second Quarter Financial Highlights1, 2,3:
- GTV increased 146% year-over-year to $4.1 billion, which includes $2.2 billion from the impact of the acquisition
of IAA, Inc. ("IAA").
- Total revenue increased 128% year-over-year to $1.1 billion, which includes $560.4 million from the impact of the acquisition
of IAA.
-
- Service revenue increased 181% year-over-year to $806.1 million, which includes $476.6 million from the impact of the acquisition
of IAA.
- Inventory sales revenue increased 52% year-over-year to
$300.4 million, which includes
$83.8 million from the impact of the
acquisition of IAA.
- Net income increased 63% year-over-year to $86.8 million.
- Diluted earnings per share available to common stockholders
decreased 13% to $0.42 per
share.
- Diluted adjusted earnings per share available to common
stockholders increased 15% year-over-year to $0.85 per share.
- Adjusted EBITDA increased 126% year-over-year to $307.8 million.
"Solid second-quarter results and the growth we are seeing
across the business demonstrates our customers' enthusiasm for
RB Global's solutions and our success in delivering outstanding
experiences for them," said Jim
Kessler, CEO of RB Global. "The IAA integration is
progressing well. We look forward with great confidence in RB
Global's long runway for profitable growth and value creation, and
remain committed to executing on our marketplace strategy."
__________________________________________
|
1 For
information regarding RB Global use and definition of this measure,
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 second quarter of
2023 as compared to the second quarter of 2022
|
Additional Financial and Operational Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
|
% Change
|
(in U.S. dollars in millions, except EPS and
percentages)
|
|
2023
|
|
2022
|
|
|
2023 over 2022
|
|
2023
|
|
2022
|
|
|
2023 over 2022
|
GTV
|
|
$
|
4,144.0
|
|
$
|
1,684.3
|
|
|
146
|
%
|
|
$
|
6,043.2
|
|
$
|
3,123.4
|
|
|
93
|
%
|
Service
revenue
|
|
|
806.1
|
|
|
286.5
|
|
|
181
|
%
|
|
|
1,149.6
|
|
|
531.4
|
|
|
116
|
%
|
Service revenue take
rate
|
|
|
19.5
|
%
|
|
17.0
|
%
|
|
250
|
bps
|
|
|
19.0
|
%
|
|
17.0
|
%
|
|
200
|
bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory sales
revenue
|
|
$
|
300.4
|
|
$
|
198.0
|
|
|
52
|
%
|
|
$
|
469.3
|
|
$
|
347.1
|
|
|
35
|
%
|
Inventory
return
|
|
|
8.5
|
|
|
21.8
|
|
|
(61)
|
%
|
|
|
25.9
|
|
|
39.3
|
|
|
(34)
|
%
|
Inventory
rate
|
|
|
2.8
|
%
|
|
11.0
|
%
|
|
(820)
|
bps
|
|
|
5.5
|
%
|
|
11.3
|
%
|
|
(580)
|
bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to
common stockholders
|
|
|
77.4
|
|
|
53.4
|
|
|
45
|
%
|
|
|
44.2
|
|
|
231.5
|
|
|
(81)
|
%
|
Adjusted
EBITDA
|
|
|
307.8
|
|
|
136.2
|
|
|
126
|
%
|
|
|
440.5
|
|
|
241.0
|
|
|
83
|
%
|
Diluted earnings per
share available to common stockholders
|
|
$
|
0.42
|
|
$
|
0.48
|
|
|
(13)
|
%
|
|
$
|
0.29
|
|
$
|
2.07
|
|
|
(86)
|
%
|
Diluted adjusted
earnings per share available to common stockholders
|
|
$
|
0.85
|
|
$
|
0.74
|
|
|
15
|
%
|
|
$
|
1.47
|
|
$
|
1.20
|
|
|
23
|
%
|
GTV by Geography
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
$
|
2,911.5
|
|
$
|
803.6
|
|
262
|
%
|
|
$
|
4,312.4
|
|
$
|
1,723.4
|
|
150
|
%
|
Canada
|
|
|
890.2
|
|
|
626.4
|
|
42
|
%
|
|
|
1,182.1
|
|
|
936.2
|
|
26
|
%
|
International
|
|
|
342.3
|
|
|
254.3
|
|
35
|
%
|
|
|
548.7
|
|
|
463.8
|
|
18
|
%
|
Total GTV
|
|
$
|
4,144.0
|
|
$
|
1,684.3
|
|
146
|
%
|
|
$
|
6,043.2
|
|
$
|
3,123.4
|
|
93
|
%
|
GTV by Sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
Automotive
|
|
$
|
2,107.9
|
|
$
|
52.0
|
|
3,954
|
%
|
|
$
|
2,439.6
|
|
$
|
91.2
|
|
2,575
|
%
|
Commercial Construction
and Transportation
|
|
|
1,482.3
|
|
|
1,156.1
|
|
28
|
%
|
|
|
2,672.3
|
|
|
2,182.3
|
|
22
|
%
|
Other
|
|
|
553.8
|
|
|
476.2
|
|
16
|
%
|
|
|
931.3
|
|
|
849.9
|
|
10
|
%
|
Total GTV
|
|
$
|
4,144.0
|
|
$
|
1,684.3
|
|
146
|
%
|
|
$
|
6,043.2
|
|
$
|
3,123.4
|
|
93
|
%
|
Lots Sold by Sector
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
(in '000's of lots sold, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
Automotive
|
|
|
574.0
|
|
|
5.8
|
|
9,797
|
%
|
|
|
661.6
|
|
|
9.9
|
|
6,583
|
%
|
Commercial construction
and transportation
|
|
|
84.4
|
|
|
47.9
|
|
76
|
%
|
|
|
141.0
|
|
|
87.1
|
|
62
|
%
|
Other
|
|
|
142.9
|
|
|
115.0
|
|
24
|
%
|
|
|
248.2
|
|
|
199.0
|
|
25
|
%
|
Total Lots
|
|
|
801.3
|
|
|
168.7
|
|
375
|
%
|
|
|
1,050.8
|
|
|
296.0
|
|
255
|
%
|
The following table presents the selected results from RBA
and IAA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
2023
|
|
|
Six months ended June 30, 2023
|
|
(in U.S. dollars in millions)
|
|
RBA
|
|
IAA
|
|
Total
|
|
|
RBA
|
|
IAA *
|
|
Total
|
|
Commissions
|
|
$
|
146.6
|
|
$
|
86.7
|
|
$
|
233.3
|
|
|
$
|
264.7
|
|
$
|
99.1
|
|
$
|
363.8
|
|
Buyer fees
|
|
|
103.7
|
|
|
361.4
|
|
|
465.1
|
|
|
|
191.0
|
|
|
413.5
|
|
|
604.5
|
|
Marketplace services
revenue
|
|
|
79.2
|
|
|
28.5
|
|
|
107.7
|
|
|
|
150.2
|
|
|
31.1
|
|
|
181.3
|
|
Total service
revenue
|
|
|
329.5
|
|
|
476.6
|
|
|
806.1
|
|
|
|
605.9
|
|
|
543.7
|
|
|
1,149.6
|
|
Inventory sales
revenue
|
|
|
216.6
|
|
|
83.8
|
|
|
300.4
|
|
|
|
372.7
|
|
|
96.6
|
|
|
469.3
|
|
Total
revenue
|
|
$
|
546.1
|
|
$
|
560.4
|
|
$
|
1,106.5
|
|
|
$
|
978.6
|
|
$
|
640.3
|
|
$
|
1,618.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service GTV
|
|
$
|
1,684.5
|
|
$
|
2,159.1
|
|
$
|
3,843.6
|
|
|
$
|
3,112.9
|
|
$
|
2,461.0
|
|
$
|
5,573.9
|
|
Inventory
GTV
|
|
|
216.6
|
|
|
83.8
|
|
|
300.4
|
|
|
|
372.6
|
|
|
96.7
|
|
|
469.3
|
|
Total GTV
|
|
|
1,901.1
|
|
|
2,242.9
|
|
|
4,144.0
|
|
|
|
3,485.5
|
|
|
2,557.7
|
|
|
6,043.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total service revenue
take rate
|
|
|
17.3
|
%
|
|
21.2
|
%
|
|
19.5
|
%
|
|
|
17.4
|
%
|
|
21.3
|
%
|
|
19.0
|
%
|
* Includes financial results of IAA in our consolidated
financial statements during the six-month period ending
June 30, 2023 since its acquisition
on March 20, 2023.
Supplemental Pro Forma Revenue Related
Highlights1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
|
% Change
|
(in U.S. dollars in millions, except
percentages)
|
|
2023
|
|
2022
|
|
|
2023 over
2022
|
|
2023
|
|
2022
|
|
|
2023 over
2022
|
GTV
|
|
$
|
4,144.0
|
|
|
3,804.2
|
|
|
9
|
%
|
|
$
|
7,865.6
|
|
|
7,488.9
|
|
|
5
|
%
|
Service
revenue
|
|
|
806.1
|
|
|
703.0
|
|
|
15
|
%
|
|
|
1,551.1
|
|
|
1,382.0
|
|
|
12
|
%
|
Service revenue take
rate
|
|
|
19.5
|
%
|
|
18.5
|
%
|
|
100
|
bps
|
|
|
19.7
|
%
|
|
18.5
|
%
|
|
120
|
bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory sales
revenue
|
|
$
|
300.4
|
|
|
302.0
|
|
|
(1)
|
%
|
|
$
|
544.4
|
|
|
574.0
|
|
|
(5)
|
%
|
Inventory
return
|
|
|
8.5
|
|
|
30.0
|
|
|
(72)
|
%
|
|
|
8.4
|
|
|
66.0
|
|
|
(87)
|
%
|
Inventory
rate
|
|
|
2.8
|
%
|
|
9.9
|
%
|
|
(710)
|
bps
|
|
|
1.5
|
%
|
|
11.5
|
%
|
|
(1,000)
|
bps
|
Supplemental Pro Forma GTV by
Sector1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
Automotive
|
|
$
|
2,107.9
|
|
$
|
2,003.0
|
|
5
|
%
|
|
$
|
4,095.4
|
|
$
|
4,110.8
|
|
(0)
|
%
|
Commercial Construction
and Transportation
|
|
|
1,482.3
|
|
|
1,283.5
|
|
15
|
%
|
|
|
2,784.6
|
|
|
2,442.8
|
|
14
|
%
|
Other
|
|
|
553.8
|
|
|
517.7
|
|
7
|
%
|
|
|
985.5
|
|
|
935.4
|
|
5
|
%
|
Total GTV
|
|
$
|
4,144.0
|
|
$
|
3,804.2
|
|
9
|
%
|
|
$
|
7,865.5
|
|
$
|
7,489.0
|
|
5
|
%
|
Supplemental Pro Forma Lots Sold by
Sector1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
(in '000's of lots sold, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
Automotive
|
|
|
574.0
|
|
|
546.0
|
|
5
|
%
|
|
|
1,142.5
|
|
|
1,127.7
|
|
1
|
%
|
Commercial construction
and transportation
|
|
|
84.4
|
|
|
65.0
|
|
30
|
%
|
|
|
158.1
|
|
|
121.4
|
|
30
|
%
|
Other
|
|
|
142.9
|
|
|
128.8
|
|
11
|
%
|
|
|
262.0
|
|
|
224.8
|
|
17
|
%
|
Total Lots
|
|
|
801.3
|
|
|
739.8
|
|
8
|
%
|
|
|
1,562.6
|
|
|
1,473.9
|
|
6
|
%
|
_______________________________
|
1
The tables include quarterly pro forma information that
presents the combined results of operations in 2022 and Q1 2023 as
if the acquisition of IAA occurred January 1, 2022.
|
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 defined in our Non-GAAP Measures.
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30,
2023
|
|
|
Cost of services
|
|
Cost of inventory sold
|
|
Selling, general and administrative
expenses
|
|
Acquisition-related and integration
costs
|
|
Depreciation and amortization
|
|
Total operating expenses
|
(in U.S. dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
$
|
287.3
|
$
|
291.9
|
$
|
194.6
|
$
|
46.3
|
$
|
109.6
|
$
|
929.7
|
Share-based payments
expense
|
|
—
|
|
—
|
|
(12.3)
|
|
—
|
|
—
|
|
(12.3)
|
Acquisition- related
and integration costs
|
|
—
|
|
—
|
|
—
|
|
(46.3)
|
|
—
|
|
(46.3)
|
Amortization of
acquired intangible assets
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(76.0)
|
|
(76.0)
|
Gain (loss) on
disposition of property, plant and equipment and related
costs
|
|
—
|
|
—
|
|
(1.2)
|
|
—
|
|
—
|
|
(1.2)
|
Prepaid consigned
vehicle charges
|
|
39.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39.7
|
Other advisory, legal
and restructuring costs
|
|
—
|
|
—
|
|
(0.5)
|
|
—
|
|
—
|
|
(0.5)
|
Purchase accounting
adjustments relating to long-lived assets
|
|
(0.9)
|
|
—
|
|
—
|
|
—
|
|
(6.6)
|
|
(7.5)
|
Adjusted
|
$
|
326.1
|
$
|
291.9
|
$
|
180.6
|
$
|
—
|
$
|
27.0
|
$
|
825.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30,
2023
|
|
|
Cost of services
|
|
Cost of inventory sold
|
|
Selling, general and administrative
expenses
|
|
Acquisition-related and integration
costs
|
|
Depreciation and amortization
|
|
Total operating expenses
|
(in U.S. dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
$
|
363.7
|
$
|
443.4
|
$
|
342.8
|
$
|
172.5
|
$
|
145.8
|
$
|
1,468.2
|
Share-based payments
expense
|
|
—
|
|
—
|
|
(19.0)
|
|
—
|
|
—
|
|
(19.0)
|
Acquisition- related
and integration costs
|
|
—
|
|
—
|
|
—
|
|
(172.5)
|
|
—
|
|
(172.5)
|
Amortization of
acquired intangible assets
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(92.6)
|
|
(92.6)
|
Gain (loss) on
disposition of property, plant and equipment and related
costs
|
|
—
|
|
—
|
|
(2.4)
|
|
—
|
|
—
|
|
(2.4)
|
Prepaid consigned
vehicle charges
|
|
52.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52.1
|
Other advisory, legal
and restructuring costs
|
|
—
|
|
—
|
|
(0.7)
|
|
—
|
|
—
|
|
(0.7)
|
Purchase accounting
adjustments relating to long-lived assets
|
|
(0.9)
|
|
—
|
|
—
|
|
—
|
|
(6.6)
|
|
(7.5)
|
Adjusted
|
$
|
414.9
|
$
|
443.4
|
$
|
320.7
|
$
|
—
|
$
|
46.6
|
$
|
1,225.6
|
For the Second Quarter:
- GTV increased 146% year-over-year to $4.1 billion, primarily from the inclusion of
$2.2 billion GTV from IAA. GTV
increased 9% year-over-year on a pro forma combined basis,
primarily led by strength in the commercial construction and
transportation sector followed by a rebound in the automotive
sector. GTV increased 10% year-over-year on a pro forma combined
basis when excluding the impact of foreign exchange.
- Service revenue increased 181% year-over-year to $806.1 million, primarily from the inclusion of
$476.6 million of service revenue
from IAA. Service revenue increased 15% year-over-year on a
pro forma combined basis on higher GTV and higher service revenue
take rate. Service revenue take rate expanded 100 basis points on a
pro forma combined basis year-over-year to 19.5% driven by a higher
average buyer fees rate and higher marketplace services revenue
partially offset by a lower average commissions rate. Marketplace
services was driven by increased activity in ancillary service
businesses and activities, as well as new higher auction-related
fee structures in the construction and transportation sector.
- Inventory sales revenue increased 52% year-over-year, mainly
due to the inclusion of of $83.8
million of inventory sales revenue from IAA. Inventory
sales revenue decreased 1% year-over-year on a pro forma combined
basis on lower automotive related revenue partially offset by
higher commercial construction and transportation related revenue.
Inventory rate declined 710 basis points year-over-year on a pro
forma combined basis to 2.8%. The decline in inventory
rate year-over-year on a pro forma combined basis can be
attributed to prices declining faster than anticipated between
purchase price and sale date of inventory, primarily in the
Company's commercial construction and transportation sector.
- Net income available to common stockholders increased to
$77.4 million, mainly due to an
increase in operating income and lower effective tax rate,
partially offset by higher net interest expense and allocated
earnings to Series A Senior Preferred shareholders.
- Adjusted EBITDA1 increased 126% year-over-year
mainly driven by the inclusion of IAA.
- Total debt decreased by $103.4
million, driven by the $100.0
million repayment of U.S. dollar Term Loan A facility.
______________________________________
|
1 For
information regarding RB Global use and definition of this measure,
see "Key Operating Metrics" and "Non-GAAP Measures" sections in
this press release
|
Dividend Information
Quarterly Dividend
On August 2,
2023, the Company declared a quarterly cash dividend of
$0.27 per common share, payable on
September 13, 2023 to shareholders of
record on August 23, 2023.
Second Quarter 2023 Earnings Conference Call
RB Global
is hosting a conference call to discuss its financial results for
the quarter ended June 30, 2023 at
1:30pm PT / 4:30pm ET / 8:30pm
GMT on August 3, 2023. The
replay of the webcast will be available through September 1, 2023.
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 its auction
sites in 14 countries and digital platform, RB Global serves
customers in more than 170 countries across a variety of asset
classes, including automotive, commercial transportation,
construction, government surplus, lifting and material handling,
energy, mining and agriculture. The company's marketplace brands
include Ritchie Bros., the world's
largest auctioneer of commercial assets and vehicles offering
online bidding, and IAA, a leading global digital marketplace
connecting vehicle buyers and sellers. RB Global's portfolio of
brands also includes Rouse Services, which provides a complete
end-to-end asset management, data-driven intelligence and
performance benchmarking system; SmartEquip, an innovative
technology platform that supports customers' management of the
equipment lifecycle and integrates parts procurement with both OEMs
and dealers; Xcira, a leader in live simulcast auction
technologies; and VeriTread, an online marketplace for heavy haul
transport.
Forward-looking Statements
This news release contains
forward-looking statements and forward-looking information within
the meaning of applicable US and Canadian securities legislation
(collectively, "forward-looking statements"), including, in
particular, statements regarding future financial 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,
identified by words such as "expect", "plan, "anticipate",
"project", "target", "potential", "schedule", "forecast", "budget",
"estimate", "intend" or "believe" and similar expressions or their
negative connotations, or statements that events or conditions
"will", "would", "may", "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: the effects of the
business combination with IAA, including the Company's future
financial condition, results of operations, strategy and plans;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the completion of the
merger; the diversion of management time on transaction-related
issues; the response of competitors to the merger; the ultimate
difficulty, timing, cost and results of integrating the operations
of IAA; the fact that operating costs and business disruption may
be greater than expected; the effect 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 significant costs associated with the merger; the
outcome of any legal proceedings that 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
flow and/or finance operations in the manner expected or to
de-lever in the timeframe expected; the failure of RB Global or the
Company to meet financial forecasts and/or KPI targets; the
Company's ability to commercialize new platform solutions and
offerings; legislative, regulatory and economic developments
affecting the combined business; general economic and market
developments and conditions; 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 differ materially
from those described in the forward-looking statements are included
in RB Global's periodic reports and other filings with the
Securities and Exchange Commission ("SEC") and/or applicable
Canadian securities regulatory authorities, including the risk
factors identified 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 fiscal year ended December 31, 2022, and RB Global's periodic
reports and other filings 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 affect RB Global's
forward-looking statements. There can be no assurance that
forward-looking statements will prove to be accurate, and actual
results may differ 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
The Company regularly reviews a number of metrics,
including the following key operating metrics, to evaluate its
business, measure its performance, identify trends affecting its
business, and make operating decisions. The Company believes
these key operating metrics are useful to investors
because management uses these metrics to assess the growth of the
Company's business and the effectiveness of its operational
strategies.
The Company defines its key operating metrics as follows:
Gross transaction value (GTV): Represents total
proceeds from all items sold at the Company's auctions and online
marketplaces. GTV is not a measure of financial performance,
liquidity, or revenue, and is not presented in the Company's
consolidated financial 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".
Historically, the Company reported total lots sold excluding
lots sold in their GovPlanet business. Commencing in the first
quarter of 2023, as a result of a change in management
organizational structure and the acquisition of IAA, management
reviews all auction metrics of the combined businesses as a whole,
which includes GovPlanet. In addition, the total bids per lot sold
metric was historically used by management as a key metric. This
metric has been discontinued since the first quarter of 2023 as it
is no longer considered meaningful when reviewing the auction
metrics of the combined business and the Company's one reportable
segment.
GTV and Selected Condensed Consolidated Financial
Information
GTV and Condensed Consolidated Income Statements – Second
Quarter
(Expressed in millions of U.S. dollars, except
share, per share data and percentages)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
GTV
|
|
$
|
4,144.0
|
|
$
|
1,684.3
|
|
146
|
%
|
|
$
|
6,043.2
|
|
$
|
3,123.4
|
|
93
|
%
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
revenue
|
|
$
|
806.1
|
|
$
|
286.5
|
|
181
|
%
|
|
$
|
1,149.6
|
|
$
|
531.4
|
|
116
|
%
|
Inventory sales
revenue
|
|
|
300.4
|
|
|
198.0
|
|
52
|
%
|
|
|
469.3
|
|
|
347.1
|
|
35
|
%
|
Total
revenue
|
|
|
1,106.5
|
|
|
484.5
|
|
128
|
%
|
|
|
1,618.9
|
|
|
878.5
|
|
84
|
%
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of
services
|
|
|
287.3
|
|
|
45.0
|
|
538
|
%
|
|
|
363.7
|
|
|
84.1
|
|
332
|
%
|
Cost of inventory
sold
|
|
|
291.9
|
|
|
176.2
|
|
66
|
%
|
|
|
443.4
|
|
|
307.8
|
|
44
|
%
|
Selling, general and
administrative
|
|
|
194.5
|
|
|
144.3
|
|
35
|
%
|
|
|
342.7
|
|
|
270.9
|
|
27
|
%
|
Acquisition-related and
integration costs
|
|
|
46.3
|
|
|
3.4
|
|
1,262
|
%
|
|
|
172.5
|
|
|
13.0
|
|
1,227
|
%
|
Depreciation and
amortization
|
|
|
109.6
|
|
|
24.3
|
|
351
|
%
|
|
|
145.8
|
|
|
48.5
|
|
201
|
%
|
Total operating
expenses
|
|
|
929.6
|
|
|
393.2
|
|
136
|
%
|
|
|
1,468.1
|
|
|
724.3
|
|
103
|
%
|
Gain on disposition of
property, plant and equipment
|
|
|
2.7
|
|
|
0.3
|
|
800
|
%
|
|
|
3.9
|
|
|
170.2
|
|
(98)
|
%
|
Operating
income
|
|
|
179.6
|
|
|
91.6
|
|
96
|
%
|
|
|
154.7
|
|
|
324.4
|
|
(52)
|
%
|
Interest
expense
|
|
|
(65.0)
|
|
|
(18.5)
|
|
251
|
%
|
|
|
(85.9)
|
|
|
(39.1)
|
|
120
|
%
|
Interest
income
|
|
|
5.0
|
|
|
0.9
|
|
456
|
%
|
|
|
11.3
|
|
|
1.4
|
|
707
|
%
|
Change in fair value of
derivatives, net
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
1.3
|
|
(100)
|
%
|
Other income,
net
|
|
|
0.2
|
|
|
0.8
|
|
(75)
|
%
|
|
|
2.6
|
|
|
1.1
|
|
136
|
%
|
Foreign exchange (loss)
gain
|
|
|
(0.4)
|
|
|
0.2
|
|
(300)
|
%
|
|
|
(0.7)
|
|
|
0.3
|
|
(333)
|
%
|
Income before income
taxes
|
|
|
119.4
|
|
|
75.0
|
|
59
|
%
|
|
|
82.0
|
|
|
289.4
|
|
(72)
|
%
|
Income tax (benefit)
expense
|
|
|
32.6
|
|
|
21.6
|
|
51
|
%
|
|
|
23.4
|
|
|
57.9
|
|
(60)
|
%
|
Net income
|
|
$
|
86.8
|
|
$
|
53.4
|
|
63
|
%
|
|
$
|
58.6
|
|
$
|
231.5
|
|
(75)
|
%
|
Net income attributable
to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling
interests
|
|
$
|
86.9
|
|
$
|
53.4
|
|
63
|
%
|
|
$
|
58.8
|
|
$
|
231.5
|
|
(75)
|
%
|
Non-controlling
interests
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
—
|
|
—
|
%
|
Redeemable
non-controlling interests
|
|
|
(0.1)
|
|
|
—
|
|
(100)
|
%
|
|
|
(0.2)
|
|
|
—
|
|
(100)
|
%
|
Net income
|
|
$
|
86.8
|
|
$
|
53.4
|
|
63
|
%
|
|
$
|
58.6
|
|
$
|
231.5
|
|
(75)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to controlling interests
|
|
|
86.9
|
|
|
53.4
|
|
63
|
%
|
|
|
58.8
|
|
|
231.5
|
|
(75)
|
%
|
Cumulative dividends on
Series A Senior Preferred Shares
|
|
|
(6.7)
|
|
|
—
|
|
(100)
|
%
|
|
|
(10.9)
|
|
|
—
|
|
(100)
|
%
|
Allocated earnings to
Series A Senior Preferred Shares
|
|
|
(2.8)
|
|
|
—
|
|
(100)
|
%
|
|
|
(3.7)
|
|
|
—
|
|
(100)
|
%
|
Net income available to
common stockholders
|
|
$
|
77.4
|
|
$
|
53.4
|
|
45
|
%
|
|
$
|
44.2
|
|
$
|
231.5
|
|
(81)
|
%
|
Earnings per share
available to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.43
|
|
$
|
0.48
|
|
(10)
|
%
|
|
$
|
0.29
|
|
$
|
2.09
|
|
(86)
|
%
|
Diluted
|
|
$
|
0.42
|
|
$
|
0.48
|
|
(13)
|
%
|
|
$
|
0.29
|
|
$
|
2.07
|
|
(86)
|
%
|
Weighted average number
of share outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
181,860,026
|
|
|
110,760,339
|
|
64
|
%
|
|
|
151,343,397
|
|
|
110,705,182
|
|
37
|
%
|
Diluted
|
|
|
182,810,399
|
|
|
111,705,102
|
|
64
|
%
|
|
|
152,404,830
|
|
|
111,681,644
|
|
36
|
%
|
Condensed Consolidated Balance Sheets
(Expressed in
millions of U.S. dollars, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
2023
|
|
2022
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
432.9
|
|
$
|
494.3
|
Restricted
cash
|
|
|
140.4
|
|
|
131.6
|
Trade and other
receivables
|
|
|
899.2
|
|
|
186.5
|
Less: allowance for
credit losses
|
|
|
(4.5)
|
|
|
(3.3)
|
Prepaid consigned
vehicle charges
|
|
|
56.0
|
|
|
—
|
Inventory
|
|
|
179.9
|
|
|
103.1
|
Other current
assets
|
|
|
84.3
|
|
|
48.3
|
Income taxes
receivable
|
|
|
44.1
|
|
|
2.6
|
Total current
assets
|
|
|
1,832.3
|
|
|
963.1
|
|
|
|
|
|
|
|
Property, plant and
equipment
|
|
|
1,137.9
|
|
|
459.1
|
Operating lease
right-of-use assets
|
|
|
1,411.3
|
|
|
123.0
|
Other non-current
assets
|
|
|
81.2
|
|
|
40.4
|
Intangible
assets
|
|
|
2,734.6
|
|
|
322.7
|
Goodwill
|
|
|
4,705.2
|
|
|
948.8
|
Deferred tax
assets
|
|
|
8.9
|
|
|
6.6
|
Total assets
|
|
$
|
11,911.4
|
|
$
|
2,863.7
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity and
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction proceeds
payable
|
|
$
|
633.7
|
|
$
|
449.0
|
Trade and other
liabilities
|
|
|
609.1
|
|
|
258.7
|
Current operating lease
liabilities
|
|
|
98.8
|
|
|
12.7
|
Income taxes
payable
|
|
|
6.5
|
|
|
41.3
|
Short-term
debt
|
|
|
17.2
|
|
|
29.1
|
Current portion of
long-term debt
|
|
|
18.6
|
|
|
4.4
|
Total current
liabilities
|
|
|
1,383.9
|
|
|
795.2
|
|
|
|
|
|
|
|
Long-term operating
lease liabilities
|
|
|
1,285.0
|
|
|
111.9
|
Long-term
debt
|
|
|
3,104.8
|
|
|
577.1
|
Other non-current
liabilities
|
|
|
56.3
|
|
|
35.4
|
Deferred tax
liabilities
|
|
|
668.6
|
|
|
54.0
|
Total
liabilities
|
|
|
6,498.6
|
|
|
1,573.6
|
|
|
|
|
|
|
|
Temporary
equity:
|
|
|
|
|
|
|
Series A Senior
Preferred Shares; no par value, shares authorized, issued and
outstanding: 485,000,000 (December 31, 2022: nil)
|
|
|
482.0
|
|
|
—
|
Redeemable
non-controlling interest
|
|
|
8.7
|
|
|
—
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
Share
capital:
|
|
|
|
|
|
|
Common stock; no par
value, unlimited shares authorized, issued and outstanding shares:
181,983,976 (December 31, 2022: 110,881,363)
|
|
|
3,995.1
|
|
|
246.3
|
Additional paid-in
capital
|
|
|
89.7
|
|
|
85.3
|
Retained
earnings
|
|
|
887.1
|
|
|
1,043.2
|
Accumulated other
comprehensive loss
|
|
|
(52.1)
|
|
|
(85.1)
|
Stockholders'
equity
|
|
|
4,919.8
|
|
|
1,289.7
|
Non-controlling
interests
|
|
|
2.3
|
|
|
0.5
|
Total stockholders'
equity
|
|
|
4,922.1
|
|
|
1,290.1
|
Total liabilities,
temporary equity and equity
|
|
$
|
11,911.4
|
|
$
|
2,863.7
|
Condensed Consolidated Statements of Cash
Flows
(Expressed in millions of U.S. dollars)
(Unaudited)
|
|
|
|
|
|
|
Six months ended
June 30,
|
|
2023
|
|
2022
|
Cash provided by (used
in):
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
58.6
|
|
$
|
231.5
|
Adjustments for items
not affecting cash:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
145.8
|
|
|
48.5
|
Share-based payments
expense
|
|
|
25.0
|
|
|
21.5
|
Deferred income tax
(benefit) expense
|
|
|
(18.2)
|
|
|
9.5
|
Unrealized foreign
exchange loss (gain)
|
|
|
6.8
|
|
|
(2.0)
|
Gain on disposition of
property, plant and equipment
|
|
|
(3.9)
|
|
|
(170.2)
|
Loss on redemption of
2016 Notes
|
|
|
3.3
|
|
|
4.8
|
Amortization of debt
issuance costs
|
|
|
4.6
|
|
|
2.4
|
Amortization of
right-of-use assets
|
|
|
37.9
|
|
|
8.6
|
Change in fair value
of derivatives
|
|
|
—
|
|
|
(1.3)
|
Gain on remeasurement
of investment upon acquisition
|
|
|
(1.4)
|
|
|
—
|
Other, net
|
|
|
0.7
|
|
|
2.9
|
Net changes in
operating assets and liabilities
|
|
|
(209.3)
|
|
|
41.8
|
Net cash provided by
operating activities
|
|
|
49.9
|
|
|
198.0
|
Investing
activities:
|
|
|
|
|
|
|
Acquisition of IAA, net
of cash acquired
|
|
|
(2,755.2)
|
|
|
—
|
Acquisition of
VeriTread, net of cash acquired
|
|
|
(24.7)
|
|
|
—
|
Acquisition of
SmartEquip, net of cash acquired
|
|
|
—
|
|
|
(0.1)
|
Property, plant and
equipment additions
|
|
|
(92.2)
|
|
|
(4.5)
|
Proceeds on disposition
of property, plant and equipment
|
|
|
31.1
|
|
|
165.1
|
Intangible asset
additions
|
|
|
(44.9)
|
|
|
(15.7)
|
Issuance of loans
receivable
|
|
|
(7.7)
|
|
|
(6.1)
|
Repayment of loans
receivable
|
|
|
1.6
|
|
|
1.6
|
Other
|
|
|
(0.5)
|
|
|
—
|
Net cash (used in)
provided by investing activities
|
|
|
(2,892.5)
|
|
|
140.3
|
Financing
activities:
|
|
|
|
|
|
|
Issuance of Series A
Senior Preferred Shares and common stock, net of issuance
costs
|
|
|
496.9
|
|
|
—
|
Dividends paid to
common stockholders
|
|
|
(199.5)
|
|
|
(55.4)
|
Dividends paid to
Series A Senior Preferred Shareholders
|
|
|
(13.4)
|
|
|
—
|
Proceeds from exercise
of options and share option plans
|
|
|
4.0
|
|
|
2.9
|
Payment of withholding
taxes on issuance of shares
|
|
|
(14.5)
|
|
|
(3.7)
|
Net (decrease) increase
in short-term debt
|
|
|
(11.5)
|
|
|
2.7
|
Proceeds from long-term
debt
|
|
|
3,175.0
|
|
|
—
|
Repayment of long-term
debt
|
|
|
(602.2)
|
|
|
(1,093.8)
|
Payment of debt issue
costs
|
|
|
(41.6)
|
|
|
(3.6)
|
Repayment of finance
lease obligations
|
|
|
(6.0)
|
|
|
(5.4)
|
Repayment of equipment
financing obligations
|
|
|
(3.0)
|
|
|
—
|
Net cash provided by
(used in) financing activities
|
|
|
2,784.2
|
|
|
(1,156.3)
|
Effect of changes in
foreign currency rates on cash, cash equivalents, and restricted
cash
|
|
|
5.8
|
|
|
(12.8)
|
Decrease
|
|
|
(52.6)
|
|
|
(830.8)
|
Beginning of
period
|
|
|
625.9
|
|
|
1,362.5
|
Cash, cash equivalents,
and restricted cash, end of period
|
|
$
|
573.3
|
|
$
|
531.7
|
Non-GAAP Measures
This news release references non-GAAP measures. Non-GAAP
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.
In connection with the acquisition of IAA, the Company has begun
to adjust for the impact of all purchase accounting
adjustments1. In accordance with ASC
805, Business Combinations, the application of
acquisition accounting resulted in substantial fair value
adjustments to the acquired assets and assumed liabilities of IAA,
most notably in relation to intangible assets, property, plant and
equipment and operating lease right-of-use assets. Accordingly, all
of the assets and liabilities of IAA were accounted for and
recognized at fair value at acquisition, and the fair value
adjustments will continue to amortize over their respective
estimated useful lives in the periods following the
acquisition. The Company believes that it is useful for
investors to eliminate the effect of purchase accounting and that
doing so provides valuable insights into how management manages the
combined business. As such, the Company has adjusted for the effect
of the incremental net depreciation on the step up in fair value of
property, plant and equipment and the incremental net rent expense
on the step up in the fair value of operating lease right-of-use
assets. The Company has also adjusted for the amortization of
acquired intangible assets and for the impact of purchase
accounting on prepaid consigned vehicle charges.
Adjusted Operating Income Reconciliation
The Company believes that adjusted operating income provides
useful information about the growth or decline of its operating
income for the relevant financial period and eliminates the
financial impact of adjusting items the Company does not consider
to be part of its normal operating results. Adjusted operating
income enhances the Company's ability to evaluate and understand
ongoing operations, underlying business profitability, and
facilitate the allocation of resources.
Adjusting operating income eliminates the financial impact of
adjusting items from operating income, which are significant items
that the Company does not consider to be part of its normal
operating results, such as share-based payments expense,
acquisition-related and integration costs, amortization of acquired
intangible assets, purchase accounting adjustments relating to
long-lived assets, and certain other items, which the Company
refers to as "adjusting items."
The following table reconciles adjusted operating income to
operating income, which is the most directly comparable GAAP
measure in the consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except
percentages)
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
Operating
income
|
|
$
|
179.6
|
|
$
|
91.6
|
|
96
|
%
|
|
$
|
154.7
|
|
$
|
324.4
|
|
(52)
|
%
|
Share-based payments
expense
|
|
|
12.3
|
|
|
13.6
|
|
(10)
|
%
|
|
|
19.0
|
|
|
19.0
|
|
—
|
%
|
Acquisition-related and
integration costs
|
|
|
46.3
|
|
|
3.4
|
|
1,262
|
%
|
|
|
172.5
|
|
|
13.0
|
|
1,227
|
%
|
Amortization of
acquired intangible assets
|
|
|
76.0
|
|
|
8.4
|
|
805
|
%
|
|
|
92.7
|
|
|
17.0
|
|
445
|
%
|
(Gain) loss on
disposition of property, plant and equipment and related
costs
|
|
|
(1.5)
|
|
|
1.2
|
|
(225)
|
%
|
|
|
(1.5)
|
|
|
(168.7)
|
|
(99)
|
%
|
Prepaid consigned
vehicles charges
|
|
|
(39.7)
|
|
|
—
|
|
(100)
|
%
|
|
|
(52.1)
|
|
|
—
|
|
(100)
|
%
|
Other advisory, legal
and restructuring costs
|
|
|
0.5
|
|
|
1.1
|
|
(55)
|
%
|
|
|
0.7
|
|
|
3.4
|
|
(79)
|
%
|
Purchase accounting
adjustments relating to long-lived assets
|
|
|
7.5
|
|
|
—
|
|
100
|
%
|
|
|
7.5
|
|
|
—
|
|
100
|
%
|
Adjusted operating
income
|
|
$
|
281.0
|
|
$
|
119.3
|
|
136
|
%
|
|
$
|
393.5
|
|
$
|
208.1
|
|
89
|
%
|
(1)
|
Please refer to pages
17-20 for a summary of adjusting items during the three and six
months ended June 30, 2023 and June 30, 2022.
|
(2)
|
Adjusted operating
income represents operating income excluding the effects of
adjusting items.
|
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, such as share-based payments expense,
acquisition-related and integration costs, amortization of acquired
intangible assets, purchase accounting adjustments, and certain
other items, which the Company refers to as "adjusting items."
On February 1, 2023, the Company
sold $485.0 million of
participating Series A Senior Preferred Shares, convertible into
common shares of the Company at an initial conversion price
of $73.00 per share, and $15.0 million of common shares of the
Company. The preferred equity is considered a participating
security, and as a result, beginning in the first quarter of 2023,
the Company calculated diluted EPS using the two-class method,
which includes the effects of the assumed conversion of the Series
A Senior Preferred Shares to common shares as well as the effect of
any shares issuable under the Company's stock-based incentive
plans, if such effect is dilutive. Under this method, earnings are
allocated to holders of common stock and preferred stock based on
dividends declared and their respective participation rights in
undistributed earnings. During the second quarter and the first six
months of 2023, as a result, the Company's net income available to
common stockholders is lower by the cumulative dividends and
allocated earnings to Series A Senior Preferred shareholders.
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 the consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except share, per share
data, and percentages)
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
Net income available to
common stockholders
|
|
$
|
77.4
|
|
$
|
53.4
|
|
45
|
%
|
|
$
|
44.2
|
|
$
|
231.5
|
|
(81)
|
%
|
|
Share-based payments
expense
|
|
|
12.3
|
|
|
13.6
|
|
(10)
|
%
|
|
|
19.0
|
|
|
19.0
|
|
—
|
%
|
|
Acquisition-related and
integration costs
|
|
|
46.3
|
|
|
3.4
|
|
1,262
|
%
|
|
|
172.5
|
|
|
13.0
|
|
1,227
|
%
|
|
Amortization of
acquired intangible assets
|
|
|
76.0
|
|
|
8.4
|
|
805
|
%
|
|
|
92.7
|
|
|
17.0
|
|
445
|
%
|
|
(Gain) loss on
disposition of property, plant and equipment and related
costs
|
|
|
(1.5)
|
|
|
1.2
|
|
(225)
|
%
|
|
|
(1.5)
|
|
|
(168.7)
|
|
(99)
|
%
|
|
Gain on remeasurement
of previously held interest in VeriTread
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
(1.4)
|
|
|
—
|
|
(100)
|
%
|
|
Prepaid consigned
vehicles charges
|
|
|
(39.7)
|
|
|
—
|
|
(100)
|
%
|
|
|
(52.1)
|
|
|
—
|
|
(100)
|
%
|
|
Loss on redemption of
the 2021 Notes and certain related interest expense
|
|
|
—
|
|
|
9.7
|
|
(100)
|
%
|
|
|
—
|
|
|
9.7
|
|
(100)
|
%
|
|
Loss on redemption of
the 2016 Notes
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
3.3
|
|
|
—
|
|
100
|
%
|
|
Change in fair value of
derivatives
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
(1.3)
|
|
(100)
|
%
|
|
Other advisory, legal
and restructuring costs
|
|
|
0.5
|
|
|
1.1
|
|
(55)
|
%
|
|
|
0.7
|
|
|
3.4
|
|
(79)
|
%
|
|
Purchase accounting
adjustments relating to long-lived assets
|
|
|
7.5
|
|
|
—
|
|
100
|
%
|
|
|
7.5
|
|
|
—
|
|
100
|
%
|
|
Related tax effects of
the above
|
|
|
(20.6)
|
|
|
(7.7)
|
|
168
|
%
|
|
|
(54.3)
|
|
|
10.4
|
|
(622)
|
%
|
|
Remeasurement of
deferred tax in connection with business combination
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
(1.5)
|
|
|
—
|
|
(100)
|
%
|
|
Related allocation of
the above to participating securities
|
|
|
(2.9)
|
|
|
—
|
|
(100)
|
%
|
|
|
(4.6)
|
|
|
—
|
|
(100)
|
%
|
|
Adjusted net income
available to common stockholders
|
|
$
|
155.3
|
|
$
|
83.1
|
|
87
|
%
|
|
$
|
224.5
|
|
$
|
134.0
|
|
68
|
%
|
|
Weighted average number
of dilutive shares outstanding
|
|
|
182,810,399
|
|
|
111,705,102
|
|
64
|
%
|
|
|
152,404,830
|
|
|
111,681,644
|
|
36
|
%
|
|
Diluted earnings per
share available to common stockholders
|
|
$
|
0.42
|
|
$
|
0.48
|
|
(13)
|
%
|
|
$
|
0.29
|
|
$
|
2.07
|
|
(86)
|
%
|
|
Diluted adjusted
earnings per share available to common stockholders
|
|
$
|
0.85
|
|
$
|
0.74
|
|
15
|
%
|
|
$
|
1.47
|
|
$
|
1.20
|
|
23
|
%
|
|
(1)
|
Please refer to pages
17-20 for a summary of adjusting items during the three and six
months ended June 30, 2023 and June 30, 2022.
|
(2)
|
Net income available to
common stockholders is computed as: net income attributable to
controlling interests less cumulative dividends on Series A Senior
Preferred Shares and allocated earnings to participating
securities.
|
(3)
|
Adjusted net income
available to common stockholders represents net income available to
common stockholders excluding the effects of adjusting
items.
|
(4)
|
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.
|
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.
The following table reconciles adjusted EBITDA to net income,
which is the most directly comparable GAAP measure in, or
calculated from, the consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
|
|
|
|
|
% Change
|
|
(in U.S. dollars in millions, except
percentages)
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
2023
|
|
2022
|
|
2023 over 2022
|
|
Net income
|
|
$
|
86.8
|
|
$
|
53.4
|
|
63
|
%
|
|
$
|
58.6
|
|
$
|
231.5
|
|
(75)
|
%
|
|
Add: depreciation and
amortization
|
|
|
109.6
|
|
|
24.3
|
|
351
|
%
|
|
|
145.8
|
|
|
48.5
|
|
201
|
%
|
|
Add: interest
expense
|
|
|
65.0
|
|
|
18.5
|
|
251
|
%
|
|
|
85.9
|
|
|
39.1
|
|
120
|
%
|
|
Less: interest
income
|
|
|
(5.0)
|
|
|
(0.9)
|
|
456
|
%
|
|
|
(11.3)
|
|
|
(1.4)
|
|
707
|
%
|
|
Add: income tax
expense
|
|
|
32.6
|
|
|
21.6
|
|
51
|
%
|
|
|
23.4
|
|
|
57.9
|
|
(60)
|
%
|
|
EBITDA
|
|
|
289.0
|
|
|
116.9
|
|
147
|
%
|
|
|
302.4
|
|
|
375.6
|
|
(19)
|
%
|
|
Share-based payments
expense
|
|
|
12.3
|
|
|
13.6
|
|
(10)
|
%
|
|
|
19.0
|
|
|
19.0
|
|
—
|
%
|
|
Acquisition-related and
integration costs
|
|
|
46.3
|
|
|
3.4
|
|
1,262
|
%
|
|
|
172.5
|
|
|
13.0
|
|
1,227
|
%
|
|
(Gain) loss on
disposition of property, plant and equipment and related
costs
|
|
|
(1.5)
|
|
|
1.2
|
|
(225)
|
%
|
|
|
(1.5)
|
|
|
(168.7)
|
|
(99)
|
%
|
|
Gain on remeasurement
of previously held interest in VeriTread
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
(1.4)
|
|
|
—
|
|
(100)
|
%
|
|
Prepaid consigned
vehicles charges
|
|
|
(39.7)
|
|
|
—
|
|
(100)
|
%
|
|
|
(52.1)
|
|
|
—
|
|
(100)
|
%
|
|
Change in fair value of
derivatives
|
|
|
—
|
|
|
—
|
|
—
|
%
|
|
|
—
|
|
|
(1.3)
|
|
(100)
|
%
|
|
Other advisory, legal
and restructuring costs
|
|
|
0.5
|
|
|
1.1
|
|
(55)
|
%
|
|
|
0.7
|
|
|
3.4
|
|
(79)
|
%
|
|
Purchase accounting
adjustments relating to long-lived assets
|
|
|
0.9
|
|
|
—
|
|
100
|
%
|
|
|
0.9
|
|
|
—
|
|
100
|
%
|
|
Adjusted
EBITDA
|
|
$
|
307.8
|
|
$
|
136.2
|
|
126
|
%
|
|
$
|
440.5
|
|
$
|
241.0
|
|
83
|
%
|
|
(1)
|
Please refer to pages
17-20 for a summary of adjusting items during the three and six
months ended June 30, 2023 and June 30, 2022.
|
(2)
|
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 share-based payments expense,
acquisition-related and integration costs, (gain) loss on
disposition of property, plant and equipment and related costs,
gain on remeasurement of previously held interest in VeriTread,
prepaid consigned vehicle charges, change in fair value of
derivatives, other advisory, legal and restructuring costs which
includes terminated and ongoing transaction costs, purchase
accounting adjustments relating to long-lived assets, and excluding
the effects of any unusual adjusting items.
|
(3)
|
Purchase accounting
adjustments relating to long-lived assets for the calculation of
adjusted EBITDA relates to incremental rent expense in cost of
services on the fair value step up of operating lease right-of-use
assets, associated with the application of purchase
accounting.
|
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".
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, its
consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
At and for the twelve months ended
June 30,
|
|
|
|
|
|
|
|
|
% Change
|
(in U.S. dollars in millions, except
percentages)
|
|
|
2023
|
|
|
2022
|
|
2023 over 2022
|
Short-term
debt
|
|
$
|
17.2
|
|
$
|
8.6
|
|
100
|
%
|
Long-term
debt
|
|
|
3,123.4
|
|
|
644.4
|
|
385
|
%
|
Debt
|
|
|
3,140.6
|
|
|
653.0
|
|
381
|
%
|
Less: cash and cash
equivalents
|
|
|
(432.9)
|
|
|
(367.3)
|
|
18
|
%
|
Adjusted net
debt
|
|
|
2,707.7
|
|
|
285.7
|
|
848
|
%
|
Net income
|
|
$
|
146.8
|
|
$
|
294.4
|
|
(50)
|
%
|
Add: depreciation and
amortization
|
|
|
194.4
|
|
|
93.4
|
|
108
|
%
|
Add: interest
expense
|
|
|
104.6
|
|
|
58.3
|
|
79
|
%
|
Less: interest
income
|
|
|
(16.9)
|
|
|
(2.2)
|
|
668
|
%
|
Add: income tax
expense
|
|
|
51.7
|
|
|
81.8
|
|
(37)
|
%
|
EBITDA
|
|
|
480.6
|
|
|
525.7
|
|
(9)
|
%
|
Share-based payments
expense
|
|
|
37.0
|
|
|
30.8
|
|
20
|
%
|
Acquisition-related and
integration costs
|
|
|
196.7
|
|
|
37.3
|
|
427
|
%
|
Loss (gain) on
disposition of property, plant and equipment and related
costs
|
|
|
0.3
|
|
|
(169.9)
|
|
(100)
|
%
|
Gain on remeasurement
of previously held interest in VeriTread
|
|
|
(1.4)
|
|
|
—
|
|
(100)
|
%
|
Prepaid consigned
vehicles charges
|
|
|
(52.1)
|
|
|
—
|
|
(100)
|
%
|
Other advisory, legal
and restructuring costs
|
|
|
2.4
|
|
|
6.6
|
|
(64)
|
%
|
Purchase accounting
adjustments relating to long-lived assets
|
|
|
0.9
|
|
|
—
|
|
100
|
%
|
Adjusted
EBITDA
|
|
$
|
664.4
|
|
$
|
430.5
|
|
54
|
%
|
Debt/net
income
|
|
|
21.4
|
x
|
|
2.2
|
x
|
873
|
%
|
Adjusted net
debt/adjusted EBITDA
|
|
|
4.1
|
x
|
|
0.7
|
x
|
486
|
%
|
(1)
|
Please refer to pages
17-20 for a summary of adjusting items during the trailing twelve
months ended June 30, 2023 and June 30, 2022.
|
(2)
|
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 share-based payments expense,
acquisition-related and integration costs, loss (gain) on
disposition of property, plant and equipment, gain of remeasurement
of previously held interest in VeriTread, prepaid consigned vehicle
charges, other advisory, legal and restructuring costs which
includes terminated and ongoing transaction costs, purchase
accounting adjustments relating to operating lease right-of-use
assets, and excluding the effects of any unusual adjusting
items.
|
(3)
|
Adjusted net debt is
calculated by subtracting cash and cash equivalents from short and
long-term debt and long-term debt in escrow.
|
(4)
|
Adjusted net
debt/Adjusted EBITDA is calculated by dividing adjusted net debt by
adjusted EBITDA.
|
(5)
|
Purchase accounting
adjustments relating to long-lived assets for the calculation of
adjusted EBITDA relates to incremental rent expense in cost of
services on the fair value step up of operating lease right-of-use
assets, associated with the application of purchase
accounting.
|
Adjusting items during the trailing twelve months ended
June 30, 2023 were:
Recognized in the second quarter of 2023
- $12.3 million share-based
payments expense.
- $46.3 million of
acquisition-related and integration costs primarily relating to the
acquisition of IAA, which was completed on March 20, 2023. Acquisition-related and
integration costs includes a net $16.3
million settlement expense made to terminate a
non-compete agreement to which IAA was bound, consulting and other
costs incurred in integration of IAA, severance and related
accelerated share-based payment expenses for employees as certain
functions are integrated, and other legal and acquisition-related
costs.
- $76.0 million amortization of
acquired intangible assets, which includes $67.6 million of amortization relating to the
acquired intangible assets from IAA, $0.7
million from the acquisition of VeriTread, as well as
amortization of acquired intangible assets from past acquisitions
of SmartEquip and Rouse, completed in 2022 and 2021
respectively.
- $1.5 million gain on disposition
of property, plant and equipment and related costs, which primarily
includes a $2.0 million gain for the
sale of a property in the United
States, partially offset by a $1.2
million non-cash cost in the quarter relating to the
adjustment made to recognize the Bolton property sale proceeds
at fair value when calculating the $169.0
million gain on the Bolton
property in the first quarter of 2022.
- $39.7 million relating to a fair
value adjustment made to the prepaid consigned vehicle charges on
the opening balance sheet of IAA, which do not have a future
benefit at acquisition, and therefore has created a favorable
reduction to our cost of services in the quarter.
- $0.5 million of legal and other
consulting costs associated with the Canada Revenue Agency's
("CRA") investigation.
- $7.5 million purchase accounting
adjustments relating to long lived assets, to eliminate the
incremental depreciation on the fair value step up of property,
plant and equipment of $6.6 million,
combined with the effect of aligning accounting policies on useful
lives, and the incremental rent expense in cost of services of
$0.9 million on the fair value step
up of operating lease right-of-use assets, associated with the
application of purchase accounting in accounting for the
acquisition of IAA.
Recognized in the first quarter
of 2023
- $6.7 million share-based payments
expense.
- $126.2 million of
acquisition-related and integration costs primarily relating to the
acquisition of IAA, which was completed on March 20, 2023. Acquisition-related and
integration costs include financing, severance for certain IAA
executives, related accelerated share-based payment expenses and
other consulting, legal and other costs incurred to effect the
acquisition or integration of the combined businesses.
- $16.6 million amortization of
acquired intangible assets, which includes $7.7 million of amortization relating to the
acquired intangible assets from IAA for the 11-day period since its
acquisition, $0.7 million from the
acquisition of VeriTread, as well as amortization of acquired
intangible assets from past acquisitions of SmartEquip and Rouse,
completed in 2022 and 2021 respectively.
- $4.0 thousand loss on disposition
of property, plant and equipment and related costs includes a
$1.2 million non-cash cost in the
quarter relating to the adjustment made to recognize the
Bolton property sale proceeds at
fair value when calculating the $169.0
million gain on the Bolton
property in the first quarter of 2022, offset by $1.2 million gain related to a sale of a property
located in Dubai,
United Arab Emirates.
- $1.4 million gain relating to the
remeasurement of the Company's previously held 11% interest in
VeriTread, in connection with the acquisition of VeriTread in
January 2023.
- $12.4 million relating to a fair
value adjustment made to the prepaid consigned vehicle charges on
the opening balance sheet of IAA, which do not have a future
benefit at acquisition, and therefore has created a favorable
reduction to our cost of services in the quarter.
- $3.3 million loss on redemption
of the 2016 Notes due to the difference between the reacquisition
price of the 2016 Notes and the net carrying amount of the
extinguishment debt (primarily unrecognized deferred debt issuance
costs).
- $0.2 million of legal and other
consulting costs associated with our contestation of the assertion
by the Canada Revenue Agency ("CRA") that one of the Company's
Luxembourg subsidiaries was
resident in Canada from 2010
through 2015 and that its worldwide income should be subject to
Canadian income taxation.
- $1.5 million from the
remeasurement of the Company's US opening deferred tax balances
driven by a recalculation of a new U.S. tax rate for the Company
following the acquisition of IAA.
Recognized in the fourth
quarter of 2022
- $9.1 million share-based payments
expense.
- $22.2 million of
acquisition-related and integration costs primarily relating to the
proposed acquisition of IAA, and the share-based continuing
employment costs for the acquisitions of Rouse and SmartEquip.
- $8.2 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet, SmartEquip, and Rouse.
- $0.9 million loss on disposition
of property, plant and equipment and related costs includes a
$1.3 million non-cash cost in the
quarter relating to the adjustment made to recognize the
Bolton property sale proceeds at
fair value when calculating the $169.0
million gain on the Bolton
property in the first quarter of 2022, partially offset by
$0.3 million gain on disposition of
property, plant and equipment in the quarter.
- $0.2 million of restructuring
costs relating to retention costs in connection with the
restructuring of our information technology team during the
year.
Recognized in the third quarter
of 2022
- $8.8 million share-based payments
expense.
- $2.0 million of
acquisition-related and integration costs primarily relating to the
share-based continuing employment costs for the acquisitions of
Rouse and SmartEquip.
- $8.2 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet, SmartEquip, and Rouse.
- $0.9 million loss on disposition
of property, plant and equipment and related costs includes a
$1.3 million non-cash cost in the
quarter relating to the adjustment made to recognize the
Bolton property sale proceeds at
fair value when calculating the $169.0
million gain on the Bolton
property in the first quarter of 2022, offset by $0.3 million gain on disposition of property,
plant and equipment in the quarter.
- $1.5 million of other advisory,
legal and restructuring costs, which include $1.1 million of terminated and ongoing
transaction and legal costs relating to mergers and acquisition
activity, $0.3 million of severance
and retention costs in connection with the restructuring of our
information technology team during the first quarter of 2022,
driven by our strategy to build a new digital technology platform,
and $0.1 million of advisory costs
relating to a cybersecurity incident detected in the fourth quarter
of 2021.
Adjusting items during the trailing twelve months ended
June 30, 2022 were:
Recognized in the second quarter of 2022
- $13.6 million share-based
payments expense.
- $3.4 million of
acquisition-related and integration costs related to the terminated
acquisition of Euro Auctions and the completed acquisitions
of SmartEquip and Rouse.
- $8.4 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet, SmartEquip, and Rouse.
- $1.2 million gain on disposition
of property, plant and equipment and related costs includes a
$1.3 million non-cash cost in the
quarter relating to the adjustment made to recognize
the Bolton property sale proceeds at fair value when
calculating the $169.0 million gain
on the Bolton property in the
first quarter of 2022, and $0.1
million gain on disposition of property, plant and equipment
in the quarter.
- $9.7 million loss on redemption
of the 2021 Notes and certain related interest expense includes (a)
$4.8 million of loss on redemption of
the 2021 Notes due to a difference between the reacquisition price
of the 2021 Notes and the net carrying amount of the extinguished
debt (primarily the write off of the unamortized debt issuance
costs), (b) $0.7 million of deferred
debt issuance costs written off due to the expiry of the undrawn
$205.0 million DDTL Facility in the
quarter, and (c) interest expense of $4.2 million incurred in the
quarter relating to the 2021 Notes, which were redeemed as a result
of the terminated Euro Auctions acquisition in April 2022.
- $1.1 million of other advisory, legal and restructuring costs,
which include $0.6 million of terminated and ongoing transaction
and legal costs relating to mergers and acquisition activity, $0.3
million of severance and retention costs in connection with the
restructuring of our information technology team driven by our
strategy to build a new digital technology platform, and $0.2
million of advisory costs relating to a cybersecurity incident
detected in the fourth quarter of 2021.
Recognized in the first quarter of 2022
- $5.4 million share-based payments
expense.
- $8.5 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet, SmartEquip, and Rouse.
- $169.8 million gain recognized on
the disposition of property, plant and equipment of which
$169.1 million related to the sale of
a property located in Bolton, Ontario.
- $9.6 million of
acquisition-related and integration costs related to the proposed
acquisition of Euro Auctions and the completed acquisitions
of SmartEquip and Rouse.
- $1.3 million gain due to the
change in fair value of derivatives to manage our exposure to
foreign currency exchange rate fluctuations on the purchase
consideration for the proposed acquisition of Euro Auctions.
- $2.3 million of other advisory,
legal and restructuring costs, which include $0.9 million related to severance and retention
costs in connection with the restructuring of our information
technology team driven by our strategy to build a new digital
technology platform, $0.5 million of
terminated and ongoing transaction and legal costs relating to
mergers and acquisition activity, $0.4
million of SOX remediation costs, and $0.6 million of advisory costs relating to a
cybersecurity incident detected in the fourth quarter of 2021.
Recognized in the fourth quarter of 2021
- $6.2 million share-based payments
expense.
- $7.9 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet, SmartEquip, and Rouse.
- $14.0 million of
acquisition-related and integration costs related to the proposed
acquisition of Euro Auctions and the completed acquisitions
of SmartEquip and Rouse.
- $0.1 million gain recognized on
the disposition of property, plant and equipment
- $1.3 million loss due to the
change in fair value of derivatives to manage our exposure to
foreign currency exchange rate fluctuations on the purchase
consideration for the proposed acquisition of Euro Auctions.
- $2.6 million of other advisory,
legal and restructuring costs, which include $1.4 million of terminated and ongoing
transaction and legal costs relating to mergers and acquisition
activity, $0.7 million of SOX
remediation costs relating to our efforts to remediate the
material weaknesses identified in 2020, and $0.5 million of advisory costs relating to a
cybersecurity incident detected in the fourth quarter of 2021.
Recognized in the third quarter of 2021
- $5.6 million share-based payments
expense.
- $6.6 million amortization of
acquired intangible assets primarily from the acquisitions of Iron
Planet and Rouse.
- $10.3 million of
acquisition-related and integration costs related to the
acquisitions of Rouse, and SmartEquip and proposed acquisition
of Euro Auctions.
- $1.1 million gain recognized on
the sale of a property in Denver,
Colorado.
- $0.7 million of advisory,
consulting and legal costs related to SOX remediation costs
relating to our efforts to remediate the material weaknesses
identified in 2020, which has been retrospectively applied to the
third quarter of 2021.
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content:https://www.prnewswire.com/news-releases/rb-global-reports-second-quarter-2023-results-301892959.html
SOURCE RB Global