EX-99.1 2 exhibit991-q32024earningsr.htm EXHIBIT 99.1 - EARNINGS RELEASE Document
EXHIBIT 99.1
EARNINGS RELEASE

openlanelogo2023.jpg

For Immediate Release

Analyst Inquiries:                                                     Media Inquiries:
Itunu Orelaru                                                          Laurie Dippold  
(317) 249-4559                                                           (317) 468-3900
investor_relations@openlane.com                    laurie.dippold@openlane.com    

OPENLANE, Inc. Reports Third Quarter 2024 Financial Results
Carmel, IN, November 6, 2024 — OPENLANE, Inc. (NYSE: KAR), today reported its third quarter financial results for the period ended September 30, 2024.
"OPENLANE delivered strong third quarter results while advancing a differentiated pipeline of innovation and expanding our investments in people, technology and the customer experience," said Peter Kelly, CEO of OPENLANE. "I’m particularly pleased with the performance of our marketplace business, which grew volumes, gross profit and adjusted EBITDA with positive contributions from our US, Canadian and European marketplaces."
"OPENLANE extended its track record of strong financial and operational performance in the third quarter" said Brad Lakhia, EVP and CFO of OPENLANE. "On a consolidated basis, we delivered revenue of $448 million driven by 6% volume growth, income from continuing operations of $28 million, adjusted EBITDA of $75 million, and year-to-date cash flow from operating activities of $260 million. Our marketplace segment also demonstrated continued resiliency and profitability, with significant adjusted EBITDA growth while increasing our Gross Merchandise Value by 12% to nearly $7 billion."
Third Quarter 2024 Financial Highlights
•Total revenue of $448 million in Q3 2024, representing 8% YoY growth
•Consolidated income from continuing operations of $28 million, with Marketplace contributing $5 million
•Consolidated adjusted EBITDA of $75 million in Q3 2024, representing 10% YoY growth
•$260 million of cash flow from operating activities on a year-to-date basis
•Marketplace revenue of $354 million in Q3 2024, representing 12% YoY growth
•Marketplace adjusted EBITDA of $36 million, representing 34% YoY growth
•Marketplace volumes increased 6% YoY
•Gross Merchandise Value (GMV) of approximately $7 billion, representing 12% YoY growth
2024 Guidance
The company is updating its annual guidance to the following:
Annual
Guidance
Income from continuing operations (in millions)
$73 - $81
Adjusted EBITDA (in millions)
$285 - $295
Income from continuing operations per share - diluted *
$0.21 - $0.27
Operating adjusted net income from continuing operations per share - diluted
$0.81 - $0.87
* The company uses the two-class method of calculating income from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares.


Earnings guidance does not contemplate future items such as business development activities, strategic developments (such as restructurings, spin-offs or dispositions of assets or investments), contingent purchase price adjustments, significant expenses related to litigation, tax adjustments and changes in applicable laws and regulations (including significant accounting and tax matters) and intangible impairments. The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. Prospective quantification of these items is generally not practicable. Operating adjusted net income from continuing operations per share excludes amortization expense associated with acquired intangible assets, as well as one-time charges, net of taxes. See reconciliations of the company's guidance included below.
Share Repurchase Authorization
The board of directors authorized an increase in the size of the company’s share repurchase program by approximately $5 million and an extension of the share repurchase program through December 31, 2025. With the increase, and giving effect to the company’s previous repurchases, approximately $100 million remains available for repurchases under the share repurchase program.
Earnings Conference Call Information
OPENLANE will be hosting an earnings conference call and webcast on Wednesday, November 6, 2024 at 5:00 p.m. ET. The call will be hosted by OPENLANE Chief Executive Officer Peter Kelly and Chief Financial Officer Brad Lakhia. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s third quarter 2024 results is available at the investor relations section of corporate.openlane.com.
The archive of the webcast will be available following the call at the investor relations section of corporate.openlane.com for a limited time.
About OPENLANE
OPENLANE, Inc. (NYSE: KAR), provides sellers and buyers across the global wholesale used vehicle industry with innovative, technology-driven remarketing solutions. OPENLANE's unique end-to-end platform supports whole car, financing, logistics and other ancillary and related services. Our integrated marketplaces reduce risk, improve transparency and streamline transactions for customers around the globe. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.
Forward-Looking Statements
Certain statements contained in this release include, and the company may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend," “contemplate,” "plan," "believe," "seek," "estimate," "assume," “can,” "could," "continue,” "of the opinion," "confident," "is set," "is on track," "outlook," “target,” “positioned,” “predict,” “initiative," "goal," "opportunity" and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in the company's Form 10-K for the year ended December 31, 2023 and in the company's other filings and reports filed with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this release. The company undertakes no obligation to update any forward-looking statements.



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OPENLANE, Inc.
Condensed Consolidated Statements of Income
(In millions) (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Operating revenues
Auction fees$113.2 $102.1 $331.8 $305.3 
Service revenue148.1 153.9 445.4 475.2 
Purchased vehicle sales93.0 60.6 231.4 176.5 
Finance-related revenue94.1 99.7 287.9 296.8 
Total operating revenues448.4 416.3 1,296.5 1,253.8 
Operating expenses
Cost of services (exclusive of depreciation and amortization)252.0 216.0 711.8 662.8 
Selling, general and administrative99.4 107.4 314.1 326.6 
Depreciation and amortization23.8 26.4 72.2 76.2 
Goodwill and other intangibles impairment— — — 250.8 
Total operating expenses375.2 349.8 1,098.1 1,316.4 
Operating profit (loss) 73.2 66.5 198.4 (62.6)
Interest expense35.3 39.4 112.4 116.5 
Other (income) expense, net(3.6)1.7 (2.9)(12.5)
Loss on extinguishment of debt— — — 1.1
Income (loss) from continuing operations before income taxes41.5 25.4 88.9 (167.7)
Income taxes13.1 12.7 31.3 0.7 
Income (loss) from continuing operations28.4 12.7 57.6 (168.4)
Income from discontinued operations, net of income taxes— — — — 
Net income (loss)$28.4 $12.7 $57.6 $(168.4)
Net income (loss) per share - basic
Income (loss) from continuing operations$0.12 $0.01 $0.17 $(1.84)
Income from discontinued operations— — — — 
Net income (loss) per share - basic $0.12 $0.01 $0.17 $(1.84)
Net income (loss) per share - diluted
Income (loss) from continuing operations$0.12 $0.01 $0.17 $(1.84)
Income from discontinued operations— — — — 
Net income (loss) per share - diluted$0.12 $0.01 $0.17 $(1.84)


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OPENLANE, Inc.
Condensed Consolidated Balance Sheets
(In millions) (Unaudited)
September 30,
2024		December 31,
2023
Cash and cash equivalents$132.1 $93.5 
Restricted cash28.5 65.4 
Trade receivables, net of allowances300.0 291.8 
Finance receivables, net of allowances2,192.5 2,282.0 
Other current assets131.7 109.2 
Total current assets2,784.8 2,841.9 
Goodwill1,269.9 1,271.2 
Customer relationships, net of accumulated amortization123.0 136.1 
Operating lease right-of-use assets70.6 75.9 
Property and equipment, net of accumulated depreciation159.6 169.8 
Intangible and other assets217.9 231.4 
Total assets$4,625.8 $4,726.3 
Current liabilities, excluding obligations collateralized by
     finance receivables and current maturities of debt		$788.7 $692.3 
Obligations collateralized by finance receivables1,528.8 1,631.9 
Current maturities of debt267.8 154.6 
Total current liabilities2,585.3 2,478.8 
Long-term debt— 202.4 
Operating lease liabilities64.1 70.4 
Other non-current liabilities36.8 35.2 
Temporary equity612.5 612.5 
Stockholders’ equity1,327.1 1,327.0 
Total liabilities, temporary equity and stockholders’ equity$4,625.8 $4,726.3 


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OPENLANE, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions) (Unaudited)
Nine Months Ended
September 30,
20242023
Operating activities
Net income (loss)$57.6 $(168.4)
Net income from discontinued operations— — 
     Adjustments to reconcile net income (loss) to net cash provided by operating activities:
     Depreciation and amortization72.2 76.2 
     Provision for credit losses42.2 42.0 
     Deferred income taxes(0.1)(26.8)
     Amortization of debt issuance costs6.9 6.6 
     Stock-based compensation13.9 13.1 
     Contingent consideration adjustment— 1.3 
     Net change in unrealized loss on investment securities— 0.4 
     Investment and note receivable impairment— 11.0 
     Goodwill and other intangibles impairment— 250.8 
     Loss on extinguishment of debt— 1.1 
     Other non-cash, net(0.3)0.8 
     Changes in operating assets and liabilities, net of acquisitions:
     Trade receivables and other assets(36.1)(94.0)
     Accounts payable and accrued expenses103.8 104.7 
     Payments of contingent consideration in excess of acquisition-date fair value— (2.6)
Net cash provided by operating activities - continuing operations260.1 216.2 
Net cash used by operating activities - discontinued operations
(1.4)(0.1)
Investing activities
     Net decrease in finance receivables held for investment50.4 1.3 
     Purchases of property, equipment and computer software(39.0)(39.8)
     Investments in securities(1.9)(1.0)
     Proceeds from the sale of property and equipment
0.9 0.3 
Net cash provided by (used by) investing activities - continuing operations10.4 (39.2)
Net cash provided by investing activities - discontinued operations— 7.0 
Financing activities
     Net decrease in book overdrafts(3.6)(3.5)
     Net repayments of lines of credit(86.4)(106.4)
     Net (decrease) increase in obligations collateralized by finance receivables(93.0)13.2 
     Payments for debt issuance costs/amendments(14.7)(5.4)
     Payment for early extinguishment of debt— (140.1)
     Payments on finance leases(0.9)(1.6)
     Payments of contingent consideration and deferred acquisition costs— (12.4)
     Issuance of common stock under stock plans1.0 2.1 
     Tax withholding payments for vested RSUs(3.4)(2.5)
     Repurchase and retirement of common stock(30.0)(22.2)
     Dividends paid on Series A Preferred Stock(33.3)(33.3)
Net cash used by financing activities - continuing operations(264.3)(312.1)
Net cash provided by financing activities - discontinued operations— — 
Net change in cash balances of discontinued operations— — 
Effect of exchange rate changes on cash(3.1)2.6 
Net increase (decrease) in cash, cash equivalents and restricted cash1.7 (125.6)
Cash, cash equivalents and restricted cash at beginning of period158.9 277.7 
Cash, cash equivalents and restricted cash at end of period$160.6 $152.1 
Cash paid for interest$105.8 $106.5 
Cash paid for taxes, net of refunds - continuing operations$34.7 $28.3 
Cash paid for taxes, net of refunds - discontinued operations$(0.5)$— 

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OPENLANE, Inc.
Reconciliation of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, operating adjusted net income (loss) and operating adjusted net income (loss) per share as presented herein are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). They are not measurements of our financial performance under GAAP and should not be considered as substitutes for net income (loss) or any other performance measures derived in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of the company’s results period over period and for the other reasons set forth below.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.
Depreciation expense for property and equipment and amortization expense of capitalized internally developed software costs relate to ongoing capital expenditures; however, amortization expense associated with acquired intangible assets, such as customer relationships, software, tradenames and noncompete agreements are not representative of ongoing capital expenditures, but have a continuing effect on our reported results. Non-GAAP financial measures of operating adjusted net income (loss) and operating adjusted net income (loss) per share, in the opinion of the company, provide comparability of the company's performance to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. In addition, operating adjusted net income (loss) and operating adjusted net income (loss) per share may include adjustments for certain other charges.
EBITDA, Adjusted EBITDA, operating adjusted net income (loss) and operating adjusted net income (loss) per share have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile EBITDA and Adjusted EBITDA to income (loss) from continuing operations for the periods presented:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions), (Unaudited)
2024202320242023
Income (loss) from continuing operations
$28.4 $12.7 $57.6 $(168.4)
Add back:
Income taxes13.1 12.7 31.3 0.7 
Interest expense, net of interest income34.9 38.5 111.3 113.4 
Depreciation and amortization23.8 26.4 72.2 76.2 
EBITDA100.2 90.3 272.4 21.9 
Non-cash stock-based compensation4.1 4.5 14.8 13.8 
Loss on extinguishment of debt— — — 1.1 
Acquisition related costs— 0.5 0.5 1.1 
Securitization interest(27.9)(31.6)(87.0)(89.0)
Severance1.5 1.9 9.2 3.4 
Foreign currency (gains)/losses(3.2)(1.2)(0.7)(0.8)
Goodwill and other intangibles impairment— — — 250.8 
Contingent consideration adjustment— — — 1.3 
Net change in unrealized (gains) losses on investment securities— 0.5 — 0.4 
Professional fees related to business improvement efforts— 1.7 1.5 4.5 
Impact for newly enacted Canadian DST related to prior years
— — 10.0 — 
Other(0.2)0.9 — 1.7 
  Total addbacks/(deductions)(25.7)(22.8)(51.7)188.3 
Adjusted EBITDA$74.5 $67.5 $220.7 $210.2 

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Three Months Ended September 30, 2024
(Dollars in millions), (Unaudited)
MarketplaceFinanceConsolidated
Income from continuing operations
$4.8 $23.6 $28.4 
Add back:
Income taxes5.0 8.1 13.1 
Interest expense, net of interest income4.2 30.7 34.9 
Depreciation and amortization20.6 3.2 23.8 
EBITDA34.6 65.6 100.2 
Non-cash stock-based compensation3.2 0.9 4.1 
Securitization interest— (27.9)(27.9)
Severance1.4 0.1 1.5 
Foreign currency (gains)/losses(3.1)(0.1)(3.2)
Other
(0.3)0.1 (0.2)
  Total addbacks/(deductions)1.2 (26.9)(25.7)
Adjusted EBITDA$35.8 $38.7 $74.5 

Three Months Ended September 30, 2023
(Dollars in millions), (Unaudited)
MarketplaceFinanceConsolidated
Income (loss) from continuing operations
$(19.3)$32.0 $12.7 
Add back:
Income taxes2.0 10.7 12.7 
Interest expense, net of interest income4.3 34.2 38.5 
Depreciation and amortization23.8 2.6 26.4 
Intercompany interest9.6 (9.6)— 
EBITDA20.4 69.9 90.3 
Non-cash stock-based compensation3.5 1.0 4.5 
Acquisition related costs0.5 — 0.5 
Securitization interest— (31.6)(31.6)
Severance1.7 0.2 1.9 
Foreign currency (gains)/losses(1.2)— (1.2)
Net change in unrealized (gains) losses on investment securities— 0.5 0.5 
Professional fees related to business improvement efforts1.4 0.3 1.7 
Other0.5 0.4 0.9 
  Total addbacks/(deductions)6.4 (29.2)(22.8)
Adjusted EBITDA$26.8 $40.7 $67.5 
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The following table reconciles operating adjusted net income and operating adjusted net income per diluted share to net income (loss) from continuing operations for the periods presented:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions, except per share amounts), (Unaudited)
2024202320242023
Net income (loss) from continuing operations (1)
$28.4 $12.7 $57.6 $(168.4)
   Acquired amortization expense9.0 11.1 27.4 28.3 
   Impact for newly enacted Canadian DST related to prior years
— — 10.0 — 
   Loss on extinguishment of debt— — — 1.1 
   Contingent consideration adjustment— — — 1.3 
   Goodwill and other intangibles impairment— — — 250.8 
   Income taxes (2)
(0.4)1.9 (2.9)(32.3)
Operating adjusted net income from continuing operations$37.0 $25.7 $92.1 $80.8 
Operating adjusted net income from discontinued operations$— $— $— $— 
Operating adjusted net income$37.0 $25.7 $92.1 $80.8 
Operating adjusted net income from continuing operations per share - diluted
$0.26 $0.18 $0.64 $0.56 
Operating adjusted net income from discontinued operations per share - diluted— — — — 
Operating adjusted net income per share - diluted$0.26 $0.18 $0.64 $0.56 
Weighted average diluted shares - including assumed conversion of preferred shares
144.8 145.6 145.0 145.1 
(1)The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the calculation of operating adjusted net income and operating adjusted net income per diluted share.
(2)For the three and nine months ended September 30, 2024 and 2023, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $42.9 million valuation allowance against the U.S. net deferred tax asset.


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The following table reconciles EBITDA and Adjusted EBITDA to income from continuing operations for the 2024 guidance presented:
2024 Guidance
(In millions), (Unaudited)
LowHigh
Income from continuing operations$73 $81 
Add back:
Income taxes40 45 
Interest expense, net of interest income144 142 
Depreciation and amortization99 97 
EBITDA356 365 
  Total addbacks/(deductions), net(71)(70)
Adjusted EBITDA$285 $295 
The following table reconciles operating adjusted net income from continuing operations and operating adjusted net income from continuing operations per diluted share to income from continuing operations for the 2024 guidance presented:
2024 Guidance
(In millions, except per share amounts), (Unaudited)
LowHigh
Income from continuing operations$73 $81 
   Total adjustments, net
44 44 
Operating adjusted net income from continuing operations$117 $125 
Operating adjusted net income from continuing operations per share – diluted$0.81 $0.87 
Weighted average diluted shares - including assumed conversion of preferred shares145 145 

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