RB Global (RBA) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our business and operating results would be adversely affected due to the loss of one or more significant suppliers, a reduction in significant volume from suppliers, an adverse change in our supplier relationships, or a disruption to our supply of damaged, total loss and low-value vehicles
2. 02Our business and operating results would be adversely affected if we are unable to meet or exceed our buyer customers’ demand and expectations or due to a disruption in demand of damaged, total loss and low-value vehicles
3. 03Our market position and competitive advantage could be threatened by our competitors and/or disruptive new entrants
4. 04If our facilities lack the capacity to accept additional vehicles, then our relationships with insurance companies or other vehicle suppliers could be adversely affected78% rewritten
5. 05We may be unable to keep existing facilities or open new facilities in desirable locations and on favorable terms, which could materially and adversely affect our results of operationsNew
6. 06Macroeconomic factors, including high fuel prices, high labor costs, inflation, tariffs and changes in used car prices, may have an adverse effect on our revenues and operating results
7. 07Volatility in salvage car prices could have a material adverse effect on our revenues in future periods
8. 08Reliance on our subhaulers and trucking fleet operations could materially and adversely affect our business and reputation
9. 09Weather-related and other events beyond our control may adversely impact operations
10. 10An increase in the number of damaged and total loss vehicles we purchase could adversely affect our profitability
11. 11A significant change in used-vehicle prices could impact the proceeds and revenue from the sale of damaged and total loss vehicles
12. 12IAA assumes the settlement risk for vehicles sold through its marketplaces
13. 13Changes in laws affecting the import and export of damaged and total loss vehicles may have an adverse effect on our business and financial condition
14. 14We are subject to potential liabilities with respect to IAA’s prior separation from KAR Auction Services, Inc
15. 15We may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and integration costs as a result
16. 16Damage to our reputation could harm our business
17. 17We may incur losses as a result of our guarantee and inventory contracts and advances to consignors
18. 18The availability and performance of our IT systems and infrastructure is critical to our business and continued growth
19. 19Consumer behavior is rapidly changing, and if we are unable to successfully adapt to consumer preferences and develop and maintain a relevant and reliable inventory management and multichannel disposition experience for our customers, our financial performance and brand image could be adversely affected
20. 20We rely on data provided by third parties, the loss of which could limit the functionality of certain of our platforms and disrupt our business
21. 21Government regulation of the digital landscape is evolving, and unfavorable regulations could substantially harm our business and results of operations91% rewritten
22. 22Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of licenses, laws and regulations governing auction sites, environmental protection, international trade, tariffs and other matters
23. 23Losing the services of one or more key personnel or the failure to attract, train and retain personnel could materially affect our business
24. 24Failure to maintain safe sites could materially affect our business and reputation
25. 25Our global operations are subject to tax interpretations, regulations, and legislation in the numerous jurisdictions in which we operate, all of which are subject to continual change
26. 26The audit and review activities of tax authorities affect the ultimate determination of the actual amounts of commodity taxes payable or receivable, income taxes payable or receivable, deferred income tax assets and liabilities, and income tax expense49% rewritten
27. 27We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets
28. 28Our business operations may be subject to a number of federal and local laws, rules and regulations governing international trade, including export control regulations
29. 29We are pursuing a long-term growth strategy that may include acquisitions and developing and enhancing an appropriate sales strategy, which requires upfront investment with no guarantee of long-term returns
30. 30Third-party claims, litigation, regulatory proceedings or government investigations to which we are subject or in which we become involved, regardless of their merit, could have an adverse effect on our business and results of operationsNew
31. 31Our business continuity plan may not operate effectively in the event of a significant interruption of our business
32. 32Our insurance may be insufficient to cover losses that may occur as a result of our operations
33. 33Certain global conditions may affect our ability to conduct successful events
34. 34Ineffective internal control over financial reporting could result in errors in our financial statements, reduce investor confidence, and adversely impact our stock price
35. 35We have substantial indebtedness, and the degree to which we are leveraged may materially and adversely affect our business, financial condition and results of operations94% rewritten
36. 36Our debt instruments have restrictive covenants that could limit our financial flexibility

Risks Related to Our Intellectual Property

1. 37We may be unable to adequately protect or enforce our intellectual property rights, which could harm our reputation and adversely affect our growth prospects

Risk Related to Our Industry

1. 38Competition could result in reductions in our future revenues and profitability
2. 39Decreases in the supply of, demand for, or market values of used equipment, could harm our business

Risk Related to Our Organization and Governance

1. 40Our articles, by-laws, shareholder rights plan and applicable Canadian provincial and federal law contain provisions that may have the effect of delaying or preventing a change in control57% rewritten
2. 41U.S. civil liabilities may not be enforceable against us, our directors, or our officers
3. 42We are governed by the corporate laws of Ontario, Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware