Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KAR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 19, 2025, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2024. OPENLANE will host an earnings conference call and webcast, Wednesday, February 19, 2025 at 5:00 p.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The call will be hosted by OPENLANE Chief Executive Officer Peter Kelly and Chief Financial Officer Brad Lakhia. The call will feature a review of operating highlights and financial results for the three months and year ended December 31, 2024. The press release dated February 19, 2025 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.

On February 19, 2025, OPENLANE also posted supplemental financial information for the three months and year ended December 31, 2024, and Earnings Slides for the three months and year ended December 31, 2024. The supplemental financial information and Earnings Slides can be located at the investor relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on February 19, 2025 are attached to this Current Report on Form 8-K as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference in their entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 Press release dated February 19 , 2025 – "OPENLANE, Inc. Reports 2024 Financial Results"

99.2 OPENLANE, Inc. Q4 and YTD 2024 Supplemental Financial Information – February 19 , 2025

99.3 OP ENLANE, Inc. Q4 2024 and Annual Earnings Slides – February 19 , 2025

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Dated: February 19, 2025			OPENLANE, Inc.


			/s/ BRAD S. LAKHIA
			Brad S. Lakhia Executive Vice President and Chief Financial Officer

EXHIBIT 99.1


EARNINGS RELEASE

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 2024 Financial Results

Carmel, IN, February 19, 2025 — OPENLANE, Inc. (NYSE: KAR), today reported its fourth quarter and annual financial results for the period ended December 31, 2024.

"OPENLANE delivered positive fourth quarter and full-year 2024 results, driven by another strong quarter in our marketplace business," said Peter Kelly, CEO. "The Marketplace grew year-over-year volume for the seventh straight quarter, including 15% growth in dealer volumes, and grew Adjusted EBITDA by an impressive 30%. Our customers are clearly responding to our unique offerings and our differentiated value proposition that delivers ease, speed and improved outcomes. We remain focused on our strategy – delivering the best marketplace, technology and customer experience, and are well positioned for continued growth."

"OPENLANE’s consistent growth and financial performance clearly demonstrate the strong scalability characteristics of our asset-light, digital model," said Brad Lakhia, Chief Financial Officer. "Our culture of innovation, growth and financial discipline increased revenue, reduced cost and delivered $293 million in Adjusted EBITDA. We will continue to lean into our marketplace go-to-market investments to drive growth while leveraging our leading, high-performing finance business."

Fourth Quarter Highlights

•Marketplace total volume YoY growth of 9%, with dealer YoY growth of 15%

•Consolidated revenue of $455 million, representing 12% YoY growth, driven by 18% YoY Marketplace growth

•Consolidated income from continuing operations of $52 million, with Marketplace contributing $26 million

•Consolidated Adjusted EBITDA of $73 million, representing 18% YoY growth

•Marketplace Adjusted EBITDA of $31 million, representing 30% YoY growth

Full Year Highlights

•Marketplace total volume YoY growth of 9%

•Consolidated revenue of $1,789 million, representing 5% YoY growth, driven by 8% YoY Marketplace growth

•Consolidated income from continuing operations of $110 million, with Marketplace contributing $2 million

•Consolidated Adjusted EBITDA of $293 million, representing 8% YoY growth

•Cash flow from operating activities of $293 million

•Marketplace Adjusted EBITDA of $135 million, representing 24% YoY growth

•Gross Merchandise Value (GMV) of approximately $27 billion, representing 12% YoY growth

2025 Guidance


			Annual Guidance
Income from continuing operations (in millions)			$100 - $114
Adjusted EBITDA (in millions)			$290 - $310
Income from continuing operations per share - diluted *			$0.38 - $0.48
Operating adjusted net income from continuing operations per share - diluted			$0.90 - $1.00

* 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.

The December 2024 divestiture of the company's automotive key business is reflected in the 2025 guidance.

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, adverse changes in the value of foreign currencies relative to the U.S. dollar, 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.

Earnings Conference Call Information

OPENLANE will be hosting an earnings conference call and webcast on Wednesday, February 19, 2025 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 fourth 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 (including but not limited to statements regarding our growth opportunities and strategies, industry outlook, competitive position, business and investment plans and initiatives, and 2025 financial guidance) 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,” “position,” “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 annual and quarterly periodic reports, 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.

OPENLANE, Inc.

Condensed Consolidated Statements of Income

(In millions) (Unaudited)


	Three Months Ended December 31,				Year Ended December 31,
	2024		2023		2024		2023
Operating revenues
Auction fees	$	112.0	$	90.0	$	443.8	$	395.3
Service revenue	141.2		144.5		586.6		619.7
Purchased vehicle sales	95.6		60.2		327.0		236.7
Finance revenue	106.2		111.4		431.1		444.0
Total operating revenues	455.0		406.1		1,788.5		1,695.7

Operating expenses
Cost of services (exclusive of depreciation and amortization)	244.5		204.8		956.3		867.6
Finance interest expense	28.3		34.0		123.5		130.6
Provision for credit losses	12.1		17.2		54.3		59.2
Selling, general and administrative	99.7		101.4		408.6		421.8
Depreciation and amortization	23.0		25.3		95.2		101.5
Gain on sale of business	(31.6)		—		(31.6)		—
Goodwill and other intangibles impairment	—		—		—		250.8
Total operating expenses	376.0		382.7		1,606.3		1,831.5

Operating profit (loss)	79.0		23.4		182.2		(135.8)

Interest expense	4.6		5.3		21.8		25.2
Other expense (income), net	5.4		(3.1)		2.5		(15.6)
Loss on extinguishment of debt	—		—		—		1.1

Income (loss) from continuing operations before income taxes	69.0		21.2		157.9		(146.5)

Income taxes	16.7		7.6		48.0		8.3

Income (loss) from continuing operations	52.3		13.6		109.9		(154.8)
Income from discontinued operations, net of income taxes	—		0.7		—		0.7
Net income (loss)	$	52.3	$	14.3	$	109.9	$	(154.1)

Net income (loss) per share - basic
Income (loss) from continuing operations	$	0.29	$	0.02	$	0.46	$	(1.83)
Income from discontinued operations	—		—		—		0.01
Net income (loss) per share - basic	$	0.29	$	0.02	$	0.46	$	(1.82)

Net income (loss) per share - diluted
Income (loss) from continuing operations	$	0.29	$	0.02	$	0.45	$	(1.83)
Income from discontinued operations	—		—		—		0.01
Net income (loss) per share - diluted	$	0.29	$	0.02	$	0.45	$	(1.82)

OPENLANE, Inc.

Condensed Consolidated Balance Sheets

(In millions) (Unaudited)


	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	143.0	$	93.5
Restricted cash	40.7		65.4
Trade receivables, net of allowances	248.2		291.8
Finance receivables, net of allowances	2,322.7		2,282.0
Other current assets	96.9		109.2
Total current assets	2,851.5		2,841.9

Goodwill	1,222.9		1,271.2
Customer relationships, net of accumulated amortization	117.7		136.1
Operating lease right-of-use assets	67.1		75.9
Property and equipment, net of accumulated depreciation	149.3		169.8
Intangible and other assets	213.8		231.4
Total assets	$	4,622.3	$	4,726.3

Current liabilities, excluding obligations collateralized by finance receivables and current maturities of debt	$	682.7	$	692.3
Obligations collateralized by finance receivables	1,660.3		1,631.9
Current maturities of debt	222.5		154.6
Total current liabilities	2,565.5		2,478.8

Long-term debt	—		202.4
Operating lease liabilities	60.4		70.4
Other non-current liabilities	41.2		35.2
Temporary equity	612.5		612.5
Stockholders’ equity	1,342.7		1,327.0
Total liabilities, temporary equity and stockholders’ equity	$	4,622.3	$	4,726.3

OPENLANE, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions) (Unaudited)


	Year Ended December 31,
	2024		2023
Operating activities
Net income (loss)	$	109.9	$	(154.1)
Net income from discontinued operations	—		(0.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	95.2		101.5
Provision for credit losses	54.3		59.2
Deferred income taxes	1.7		(29.8)
Amortization of debt issuance costs	9.1		8.7
Stock-based compensation	14.7		16.5
Contingent consideration adjustment	—		1.3
Investment and note receivable impairment	—		10.3
Gain on sale of property	(31.6)		—
Goodwill and other intangibles impairment	—		250.8
Loss on extinguishment of debt	—		1.1
Other non-cash, net	(0.3)		1.0
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables and other assets	44.4		(66.0)
Accounts payable and accrued expenses	(4.6)		39.8
Payments of contingent consideration in excess of acquisition-date fair value	—		(2.6)
Net cash provided by operating activities - continuing operations	292.8		237.0
Net cash used by operating activities - discontinued operations	(1.4)		(1.6)
Investing activities
Net (increase) decrease in finance receivables held for investment	(96.7)		64.8
Acquisition of businesses (net of cash acquired)	—		(103.0)
Purchases of property, equipment and computer software	(53.0)		(52.0)
Investments in securities	(2.8)		(1.3)
Proceeds from sale of investments	0.9		—
Proceeds from note receivable	—		0.7
Proceeds from the sale of business	79.8		—
Proceeds from the sale of property and equipment	0.9		0.3
Net cash used by investing activities - continuing operations	(70.9)		(90.5)
Net cash provided by investing activities - discontinued operations	—		7.0
Financing activities
Net increase (decrease) in book overdrafts	0.8		(2.3)
Net (repayments of) borrowings on lines of credit	(131.7)		5.9
Net increase (decrease) in obligations collateralized by finance receivables	49.5		(55.9)
Payments for debt issuance costs/amendments	(15.1)		(6.7)
Payment for early extinguishment of debt	—		(140.1)
Payments on finance leases	(0.9)		(1.9)
Payments of contingent consideration and deferred acquisition costs	—		(12.4)
Issuance of common stock under stock plans	1.4		2.7
Tax withholding payments for vested RSUs	(3.5)		(2.6)
Repurchase and retirement of common stock	(30.0)		(22.2)
Dividends paid on Series A Preferred Stock	(44.4)		(44.4)
Net cash used by financing activities - continuing operations	(173.9)		(279.9)
Net cash provided by financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate changes on cash	(21.8)		9.2
Net increase (decrease) in cash, cash equivalents and restricted cash	24.8		(118.8)
Cash, cash equivalents and restricted cash at beginning of period	158.9		277.7
Cash, cash equivalents and restricted cash at end of period	$	183.7	$	158.9
Cash paid for interest	$	140.7	$	145.2
Cash paid for taxes, net of refunds - continuing operations	$	36.6	$	35.8
Cash paid for taxes, net of refunds - discontinued operations	$	(1.8)	$	1.5

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), operating profit (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 December 31,				Year Ended December 31,
(In millions), (Unaudited)	2024		2023		2024		2023
Income (loss) from continuing operations	$	52.3	$	13.6	$	109.9	$	(154.8)
Add back:
Income taxes	16.7		7.6		48.0		8.3
Finance interest expense	28.3		34.0		123.5		130.6
Interest expense, net of interest income	4.1		4.9		20.2		21.7
Depreciation and amortization	23.0		25.3		95.2		101.5
EBITDA	124.4		85.4		396.8		107.3
Non-cash stock-based compensation	1.1		3.6		15.9		17.4
Loss on extinguishment of debt	—		—		—		1.1
Acquisition related costs	0.1		2.0		0.6		3.1
Securitization interest	(25.7)		(31.4)		(112.7)		(120.4)
Gain on sale of business	(31.6)		—		(31.6)		—
Severance	2.4		2.1		11.6		5.5
Foreign currency (gains)/losses	6.5		(2.1)		5.8		(2.9)
Goodwill and other intangibles impairment	—		—		—		250.8
Contingent consideration adjustment	—		—		—		1.3
(Gain) loss on investments	(0.4)		(0.4)		(0.4)		—
Professional fees related to business improvement efforts	—		2.1		1.5		6.6
Impact for newly enacted Canadian DST related to prior years	(4.6)		—		5.4		—
Other	0.5		0.5		0.5		2.2
Total addbacks/(deductions)	(51.7)		(23.6)		(103.4)		164.7
Adjusted EBITDA	$	72.7	$	61.8	$	293.4	$	272.0


	Three Months Ended December 31, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	25.9	$	26.4	$	52.3
Add back:
Income taxes	7.3		9.4		16.7
Finance interest expense	—		28.3		28.3
Interest expense, net of interest income	4.1		—		4.1
Depreciation and amortization	20.0		3.0		23.0
EBITDA	57.3		67.1		124.4
Non-cash stock-based compensation	0.9		0.2		1.1
Acquisition related costs	0.1		—		0.1
Securitization interest	—		(25.7)		(25.7)
Gain on sale of business	(31.6)		—		(31.6)
Severance	2.3		0.1		2.4
Foreign currency (gains)/losses	6.4		0.1		6.5
(Gain)/loss on investments	(0.4)		—		(0.4)
Impact for newly enacted Canadian DST related to prior years	(4.6)		—		(4.6)
Other	0.5		—		0.5
Total addbacks/(deductions)	(26.4)		(25.3)		(51.7)
Adjusted EBITDA	$	30.9	$	41.8	$	72.7


	Year Ended December 31, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	1.7	$	108.2	$	109.9
Add back:
Income taxes	11.3		36.7		48.0
Finance interest expense	—		123.5		123.5
Interest expense, net of interest income	20.2		—		20.2
Depreciation and amortization	83.3		11.9		95.2
Intercompany interest	13.3		(13.3)		—
EBITDA	129.8		267.0		396.8
Non-cash stock-based compensation	12.9		3.0		15.9
Acquisition related costs	0.6		—		0.6
Securitization interest	—		(112.7)		(112.7)
Gain on sale of business	(31.6)		—		(31.6)
Severance	10.5		1.1		11.6
Foreign currency (gains)/losses	5.8		—		5.8
(Gain)/loss on investments	(0.4)		—		(0.4)
Professional fees related to business improvement efforts	1.2		0.3		1.5
Impact for newly enacted Canadian DST related to prior years	5.4		—		5.4
Other	0.3		0.2		0.5
Total addbacks/(deductions)	4.7		(108.1)		(103.4)
Adjusted EBITDA	$	134.5	$	158.9	$	293.4

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 December 31,				Year Ended December 31,
(In millions, except per share amounts), (Unaudited)	2024		2023		2024		2023
Net income (loss) from continuing operations	$	52.3	$	13.6	$	109.9	$	(154.8)
Acquired amortization expense	8.3		9.5		35.7		37.8
Impact for newly enacted Canadian DST related to prior years	(4.6)		—		5.4		—
Gain on sale of business	(31.6)		—		(31.6)		—
Loss on extinguishment of debt	—		—		—		1.1
Contingent consideration adjustment	—		—		—		1.3
Goodwill and other intangibles impairment	—		—		—		250.8
Income taxes (1)	6.1		(0.1)		3.3		(32.5)
Operating adjusted net income from continuing operations	$	30.5	$	23.0	$	122.7	$	103.7

Operating adjusted net income from discontinued operations	$	—	$	0.7	$	—	$	0.7

Operating adjusted net income	$	30.5	$	23.7	$	122.7	$	104.4

Operating adjusted net income from continuing operations per share - diluted (2)	$	0.21	$	0.16	$	0.85	$	0.72
Operating adjusted net income from discontinued operations per share - diluted	—		—		—		—
Operating adjusted net income per share - diluted	$	0.21	$	0.16	$	0.85	$	0.72

Weighted average diluted shares - including assumed conversion of preferred shares	144.1		144.7		145.0		144.8

(1)For the three months and years ended December 31, 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 $35.8 million valuation allowance against the U.S. net deferred tax asset.

(2)The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of operating adjusted net income for purposes of calculating operating adjusted net income per diluted share.

The following table reconciles EBITDA and Adjusted EBITDA to income from continuing operations for the 2025 guidance presented:


	2025 Guidance
(In millions), (Unaudited)	Low		High
Income from continuing operations	$	100	$	114
Add back:
Income taxes	47		53
Finance interest expense	103		103
Interest expense, net of interest income	12		12
Depreciation and amortization	95		95
EBITDA	357		377
Total addbacks/(deductions), net	(67)		(67)
Adjusted EBITDA	$	290	$	310

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 2025 guidance presented:


	2025 Guidance
(In millions, except per share amounts), (Unaudited)	Low		High
Income from continuing operations	$	100	$	114
Total adjustments, net	31		31
Operating adjusted net income from continuing operations	$	131	$	145

Operating adjusted net income from continuing operations per share – diluted	$	0.90	$	1.00

Weighted average diluted shares - including assumed conversion of preferred shares	145		145

EXHIBIT 99.2

OPENLANE, Inc.

Q4 and YTD 2024 Supplemental Financial Information

February 19, 2025

OPENLANE, Inc.

EBITDA and Adjusted EBITDA Measures

EBITDA and Adjusted EBITDA 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), operating profit (loss) or any other performance measures derived in accordance with GAAP.

The following tables reconcile EBITDA and Adjusted EBITDA to income (loss) from continuing operations for the periods presented:


	Three Months Ended December 31, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	25.9	$	26.4	$	52.3
Add back:
Income taxes	7.3		9.4		16.7
Finance interest expense	—		28.3		28.3
Interest expense, net of interest income	4.1		—		4.1
Depreciation and amortization	20.0		3.0		23.0
EBITDA	57.3		67.1		124.4
Non-cash stock-based compensation	0.9		0.2		1.1
Acquisition related costs	0.1		—		0.1
Securitization interest	—		(25.7)		(25.7)
Gain on sale of business	(31.6)		—		(31.6)
Severance	2.3		0.1		2.4
Foreign currency (gains)/losses	6.4		0.1		6.5
(Gain)/loss on investments	(0.4)		—		(0.4)
Impact for newly enacted Canadian DST related to prior years	(4.6)		—		(4.6)
Other	0.5		—		0.5
Total addbacks/(deductions)	(26.4)		(25.3)		(51.7)
Adjusted EBITDA	$	30.9	$	41.8	$	72.7


	Three Months Ended December 31, 2023
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income (loss) from continuing operations	$	(17.7)	$	31.3	$	13.6
Add back:
Income taxes	(2.5)		10.1		7.6
Finance interest expense	—		34.0		34.0
Interest expense, net of interest income	4.9		—		4.9
Depreciation and amortization	22.7		2.6		25.3
Intercompany interest	9.8		(9.8)		—
EBITDA	17.2		68.2		85.4
Non-cash stock-based compensation	2.7		0.9		3.6
Acquisition related costs	2.0		—		2.0
Securitization interest	—		(31.4)		(31.4)
Severance	2.0		0.1		2.1
Foreign currency (gains)/losses	(2.1)		—		(2.1)
(Gain)/loss on investments	—		(0.4)		(0.4)
Professional fees related to business improvement efforts	1.7		0.4		2.1
Other	0.2		0.3		0.5
Total addbacks/(deductions)	6.5		(30.1)		(23.6)
Adjusted EBITDA	$	23.7	$	38.1	$	61.8


	Year Ended December 31, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	1.7	$	108.2	$	109.9
Add back:
Income taxes	11.3		36.7		48.0
Finance interest expense	—		123.5		123.5
Interest expense, net of interest income	20.2		—		20.2
Depreciation and amortization	83.3		11.9		95.2
Intercompany interest	13.3		(13.3)		—
EBITDA	129.8		267.0		396.8
Non-cash stock-based compensation	12.9		3.0		15.9
Acquisition related costs	0.6		—		0.6
Securitization interest	—		(112.7)		(112.7)
Gain on sale of business	(31.6)		—		(31.6)
Severance	10.5		1.1		11.6
Foreign currency (gains)/losses	5.8		—		5.8
(Gain)/loss on investments	(0.4)		—		(0.4)
Professional fees related to business improvement efforts	1.2		0.3		1.5
Impact for newly enacted Canadian DST related to prior years	5.4		—		5.4
Other	0.3		0.2		0.5
Total addbacks/(deductions)	4.7		(108.1)		(103.4)
Adjusted EBITDA	$	134.5	$	158.9	$	293.4


	Year Ended December 31, 2023
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income (loss) from continuing operations	$	(277.5)	$	122.7	$	(154.8)
Add back:
Income taxes	(40.4)		48.7		8.3
Finance interest expense	—		130.6		130.6
Interest expense, net of interest income	21.7		—		21.7
Depreciation and amortization	92.2		9.3		101.5
Intercompany interest	33.9		(33.9)		—
EBITDA	(170.1)		277.4		107.3
Non-cash stock-based compensation	13.2		4.2		17.4
Loss on extinguishment of debt	1.1		—		1.1
Acquisition related costs	3.1		—		3.1
Securitization interest	—		(120.4)		(120.4)
Severance	5.1		0.4		5.5
Foreign currency (gains)/losses	(2.9)		—		(2.9)
Goodwill and other intangibles impairment	250.8		—		250.8
Contingent consideration adjustment	1.3		—		1.3
Professional fees related to business improvement efforts	5.4		1.2		6.6
Other	1.3		0.9		2.2
Total addbacks/(deductions)	278.4		(113.7)		164.7
Adjusted EBITDA	$	108.3	$	163.7	$	272.0

Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles EBITDA and Adjusted EBITDA to net income for the periods presented:


	Three Months Ended								Twelve Months Ended
(Dollars in millions), (Unaudited)	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024		December 31, 2024
Net income	$	18.5	$	10.7	$	28.4	$	52.3	$	109.9
Less: Income from discontinued operations	—		—		—		—		—
Income from continuing operations	18.5		10.7		28.4		52.3		109.9
Add back:
Income taxes	10.7		7.5		13.1		16.7		48.0
Finance interest expense	32.6		31.9		30.7		28.3		123.5
Interest expense, net of interest income	6.7		5.2		4.2		4.1		20.2
Depreciation and amortization	24.3		24.1		23.8		23.0		95.2
EBITDA	92.8		79.4		100.2		124.4		396.8
Non-cash stock-based compensation	7.0		3.7		4.1		1.1		15.9
Acquisition related costs	0.3		0.2		—		0.1		0.6
Securitization interest	(29.9)		(29.2)		(27.9)		(25.7)		(112.7)
Gain on sale of business	—		—		—		(31.6)		(31.6)
Severance	1.7		6.0		1.5		2.4		11.6
Foreign currency (gains)/losses	2.0		0.5		(3.2)		6.5		5.8
(Gain)/loss on investments	—		—		—		(0.4)		(0.4)
Professional fees related to business improvement efforts	0.8		0.7		—		—		1.5
Impact for newly enacted Canadian DST related to prior years	—		10.0		—		(4.6)		5.4
Other	0.1		0.1		(0.2)		0.5		0.5
Total addbacks/(deductions)	(18.0)		(8.0)		(25.7)		(51.7)		(103.4)
Adjusted EBITDA from continuing operations	$	74.8	$	71.4	$	74.5	$	72.7	$	293.4

Results of Operations

OPENLANE Results


	Three Months Ended December 31,				Year Ended December 31,
(Dollars in millions except per share amounts)	2024		2023		2024		2023
Revenues from continuing operations
Auction fees	$	112.0	$	90.0	$	443.8	$	395.3
Service revenue	141.2		144.5		586.6		619.7
Purchased vehicle sales	95.6		60.2		327.0		236.7
Finance revenue	106.2		111.4		431.1		444.0
Total operating revenues	455.0		406.1		1,788.5		1,695.7
Operating expenses
Cost of services (exclusive of depreciation and amortization)	244.5		204.8		956.3		867.6
Finance interest expense	28.3		34.0		123.5		130.6
Provision for credit losses	12.1		17.2		54.3		59.2
Selling, general and administrative	99.7		101.4		408.6		421.8
Depreciation and amortization	23.0		25.3		95.2		101.5
Gain on sale of business	(31.6)		—		(31.6)		—
Goodwill and other intangibles impairment	—		—		—		250.8
Total operating expenses	376.0		382.7		1,606.3		1,831.5
Operating profit (loss)	79.0		23.4		182.2		(135.8)
Interest expense	4.6		5.3		21.8		25.2
Other expense (income), net	5.4		(3.1)		2.5		(15.6)
Loss on extinguishment of debt	—		—		—		1.1
Income (loss) from continuing operations before income taxes	69.0		21.2		157.9		(146.5)
Income taxes	16.7		7.6		48.0		8.3
Income (loss) from continuing operations	52.3		13.6		109.9		(154.8)
Income from discontinued operations, net of income taxes	—		0.7		—		0.7
Net income (loss)	$	52.3	$	14.3	$	109.9	$	(154.1)
Income (loss) from continuing operations per share
Basic	$	0.29	$	0.02	$	0.46	$	(1.83)
Diluted	$	0.29	$	0.02	$	0.45	$	(1.83)

Overview of OPENLANE Results for the Three Months Ended December 31, 2024 and 2023

Overview

For the three months ended December 31, 2024, we had revenue of $455.0 million compared with revenue of $406.1 million for the three months ended December 31, 2023, an increase of 12%. For a further discussion of our operating results, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization decreased $2.3 million, or 9%, to $23.0 million for the three months ended December 31, 2024, compared with $25.3 million for the three months ended December 31, 2023. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized.

Gain on Sale of Business

In December 2024, the Company completed the sale of its automotive key business, resulting in a pretax gain on disposal of approximately $31.6 million for the three months ended December 31, 2024.

Interest Expense

Interest expense decreased $0.7 million, or 13%, to $4.6 million for the three months ended December 31, 2024, compared with $5.3 million for the three months ended December 31, 2023. The decrease in interest expense was primarily the result of a decrease in the borrowings on lines of credit.

Other Expense (Income), Net

For the three months ended December 31, 2024, we had other expense of $5.4 million compared with other income of $3.1 million for the three months ended December 31, 2023. The decrease in other income was primarily attributable to $6.5 million in foreign currency losses on intercompany loan balances for the three months ended December 31, 2024, compared with $2.1 million in foreign currency gains on intercompany loan balances for the three months ended December 31, 2023, partially offset by an increase in other miscellaneous income aggregating $0.1 million.

Income Taxes

We had an effective tax rate of 24.2% for the three months ended December 31, 2024, compared with an effective tax rate of 35.8% for the three months ended December 31, 2023. The effective tax rate for the three months ended December 31, 2024 was favorably impacted by a decrease in the valuation allowance related to current year movement of the adjusted U.S. net deferred tax asset, partially offset by the unfavorable impact of non-deductible goodwill recognized in the sale of the automotive key business. The effective tax rate for the three months ended December 31, 2023 was unfavorably impacted by an increase in the valuation allowance related to 2023 current year movement of the adjusted U.S. net deferred tax asset and tax expense related to current and planned distribution of foreign earnings.

We recorded a $35.8 million and $36.4 million valuation allowance against the U.S. net deferred tax asset at December 31, 2024 and 2023, respectively. The realization of the net deferred tax assets is dependent on our ability to generate sufficient future taxable income to utilize these assets. Depending on our current and anticipated future earnings, we may release a significant portion of our valuation allowance in a future period if there is sufficient positive evidence which would result in a corresponding decrease to income tax expense in such period. The actual timing and amount of the valuation allowance to be released is uncertain.

Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not yet adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025. These rules are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.

Income from Discontinued Operations

In May 2022, Carvana acquired the ADESA U.S. physical auction business from the Company. As such, the financial results of the ADESA U.S. physical auction business have been accounted for as discontinued operations for all periods presented. The $0.7 million in income from discontinued operations for the three months ended December 31, 2023 was comprised of an adjustment to income taxes.

Impact of Foreign Currency

For the three months ended December 31, 2024 compared with the three months ended December 31, 2023, the change in the Canadian dollar exchange rate decreased revenue by $2.7 million, operating profit by $0.7 million and net income by $0.4 million. For the three months ended December 31, 2024 compared with the three months ended December 31, 2023, the change in the euro exchange rate decreased revenue by $0.7 million and had no impact on operating profit and net income.

Overview of OPENLANE Results for the Year Ended December 31, 2024 and 2023

Overview

For the year ended December 31, 2024, we had revenue of $1,788.5 million compared with revenue of $1,695.7 million for the year ended December 31, 2023, an increase of 5%. For a further discussion of our operating results, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization decreased $6.3 million, or 6%, to $95.2 million for the year ended December 31, 2024, compared with $101.5 million for the year ended December 31, 2023. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized.

Gain on Sale of Business

In December 2024, the Company completed the sale of its automotive key business, resulting in a pretax gain on disposal of approximately $31.6 million for the year ended December 31, 2024.

Goodwill and Other Intangibles Impairment

In the second quarter of 2023 the Company recorded non-cash goodwill impairment charges totaling $218.9 million related to our U.S. Dealer-to-Dealer reporting unit and $6.4 million related to our Europe reporting unit (both within the Marketplace segment). The goodwill impairment related to our U.S. Dealer-to-Dealer reporting unit was primarily driven by lower near-term and long-term revenue growth associated with a slower overall recovery in vehicle volumes. The goodwill impairment related to our Europe reporting unit was driven by combining two previously separate reporting units (ADESA U.K. and ADESA Europe) into a single reporting unit. Including ADESA U.K. in the reporting unit resulted in a reduction in the overall fair value of the combined reporting unit, resulting in an impairment charge. The impairment charges were reported as a component of "Goodwill and other intangibles impairment" in the consolidated statements of income (loss).

In addition, the second quarter 2023 announcement of the rebrand to an OPENLANE branded marketplace from the ADESA branded marketplaces resulted in a non-cash impairment charge totaling $25.5 million (within the Marketplace segment). The impairment charge was reported as a component of "Goodwill and other intangibles impairment" in the consolidated statements of income (loss).

The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in the second quarter of 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 recorded a $35.8 million and $36.4 million valuation allowance against the U.S. net deferred tax asset at December 31, 2024 and 2023, respectively.

Interest Expense

Interest expense decreased $3.4 million, or 13%, to $21.8 million for the year ended December 31, 2024, compared with $25.2 million for the year ended December 31, 2023. The decrease in interest expense was primarily the result of the partial repayment of senior note debt in 2023.

Other Expense (Income), Net

For the year ended December 31, 2024, we had other expense of $2.5 million compared with other income of $15.6 million for the year ended December 31, 2023. The decrease in other income was primarily attributable to the receipt of $20.0 million in connection with the early termination of a contractual arrangement that occurred during the second quarter of 2023 and a net decrease in other miscellaneous income aggregating $1.0 million, partially offset by the 2023 impairment of an equity security and note receivable with the same investee aggregating $10.3 million and a $1.3 million contingent consideration valuation adjustment in 2023. In addition, there were $5.8 million in foreign currency losses on intercompany loan balances for the year ended December 31, 2024, compared with $2.9 million in foreign currency gains on intercompany loan balances for the year ended December 31, 2023.

Loss on Extinguishment of Debt

In 2023, we replaced the Previous Revolving Credit Facility and also prepaid a portion of the senior notes. As a result of these items, we recorded a loss on extinguishment of debt totaling $1.1 million. The loss was primarily the result of the write-off of unamortized debt issuance costs associated with lenders not participating in the Revolving Credit Facility and unamortized debt issuance costs associated with the portion of the senior notes repaid.

Income Taxes

We had an effective tax rate of 30.4% for the year ended December 31, 2024, compared with an effective tax rate of -5.7% resulting in expense on a pre-tax loss for the year ended December 31, 2023. The effective tax rate for the year ended December 31, 2023 was impacted by the goodwill and other intangibles impairment charges and resulting $59.0 million deferred tax benefit recorded with respect to the impairment of tax deductible goodwill and

the impairment of other intangibles, partially offset by the $36.4 million deferred tax expense associated with the recording of valuation allowance against the U.S. net deferred tax asset.

Income from Discontinued Operations

In May 2022, Carvana acquired the ADESA U.S. physical auction business from the Company. As such, the financial results of the ADESA U.S. physical auction business have been accounted for as discontinued operations for all periods presented. The $0.7 million in income from discontinued operations for the year ended December 31, 2023 was comprised of an adjustment to income taxes.

Impact of Foreign Currency

For the year ended December 31, 2024 compared with the year ended December 31, 2023, the change in the Canadian dollar exchange rate decreased revenue by $5.6 million, operating profit by $1.3 million and net income by $0.5 million.

Marketplace Results


	Three Months Ended December 31,				Year Ended December 31,
(Dollars in millions)	2024		2023		2024		2023
Auction fees	$	112.0	$	90.0	$	443.8	$	395.3
Service revenue	141.2		144.5		586.6		619.7
Purchased vehicle sales	95.6		60.2		327.0		236.7
Total Marketplace revenue	348.8		294.7		1,357.4		1,251.7
Cost of services*	245.6		208.8		964.0		883.6
Gross profit	103.2		85.9		393.4		368.1
Provision for credit losses	1.5		2.4		6.7		8.6
Selling, general and administrative	88.3		89.3		359.6		372.0
Depreciation and amortization	1.9		2.4		8.2		10.3
Gain on sale of business	(31.6)		—		(31.6)		—
Goodwill and other intangibles impairment	—		—		—		250.8
Operating profit (loss)	$	43.1	$	(8.2)	$	50.5	$	(273.6)

Commercial vehicles sold	192,000		183,000		826,000		710,000
Dealer consignment vehicles sold	155,000		135,000		620,000		621,000
Total vehicles sold	347,000		318,000		1,446,000		1,331,000

* Includes depreciation and amortization

Overview of Marketplace Results for the Three Months Ended December 31, 2024 and 2023

Total Marketplace Revenue

Revenue from the Marketplace segment increased $54.1 million, or 18%, to $348.8 million for the three months ended December 31, 2024, compared with $294.7 million for the three months ended December 31, 2023. The increase in revenue was primarily attributable to the 9% increase in the number of vehicles sold. For the three months ended December 31, 2024, there was an increase in purchased vehicle sales and an increase in auction fees, partially offset by a decrease in service revenue (discussed below). The change in revenue included the impact of a decrease in revenue of $2.8 million due to fluctuations in the Canadian dollar and euro exchange rates.

The 9% increase in the number of vehicles sold was comprised of a 5% increase in commercial volumes and a 15% increase in dealer consignment volumes. The GMV of vehicles sold for the three months ended December 31, 2024 and 2023 was approximately $6.6 billion and $5.7 billion, respectively.

Auction Fees

Auction fees increased $22.0 million, or 24%, to $112.0 million for the three months ended December 31, 2024, compared with $90.0 million for the three months ended December 31, 2023. The number of vehicles sold increased 9%. Auction fees per vehicle sold for the three months ended December 31, 2024 increased $40, or 14%, to $323, compared with $283 for the three months ended December 31, 2023. The increase in auction fees per vehicle sold reflects the mix of vehicles sold in the fourth quarter of 2024 and the impact of price increases.

Service Revenue

Service revenue decreased $3.3 million, or 2%, to $141.2 million for the three months ended December 31, 2024 compared with $144.5 million for the three months ended December 31, 2023, primarily as a result of a decrease in repossession fees of $6.5 million, partially offset by increases in transportation revenue of $2.7 million and other miscellaneous service revenues aggregating approximately $0.5 million.

Purchased Vehicle Sales

The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $35.4 million, or 59%, to $95.6 million for the three months ended December 31, 2024, compared with $60.2 million for the three months ended December 31, 2023, primarily as a result of an increase in purchased vehicles sold in Europe.

Gross Profit

For the three months ended December 31, 2024, gross profit for the Marketplace segment increased $17.3 million, or 20%, to $103.2 million, compared with $85.9 million for the three months ended December 31, 2023. Gross profit improvements were driven by a $9.5 million increase in auction and service volumes, a $5.9 million increase resulting from other items and a higher mix of dealer consignment vehicles and $2.2 million decrease from depreciation and amortization. These improvements were partially offset by a $0.3 million decrease from pricing.

Gross profit from the Marketplace segment was 29.6% of revenue for the three months ended December 31, 2024, compared with 29.1% of revenue for the three months ended December 31, 2023. Gross profit as a percentage of revenue increased for the three months ended December 31, 2024 as compared with the three months ended December 31, 2023, primarily due to increased volumes and the reversal of a portion of the Canadian DST related to prior years, partially offset by an increase in purchased vehicle sales.

On June 28, 2024, Canada enacted a new 3% Digital Services Tax (“Canadian DST”) on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. In the fourth quarter of 2024, the Company updated its estimate of the Canadian DST related to 2023 and 2022. This resulted in a net $3.0 million benefit to cost of services in the fourth quarter of 2024. In addition, as previously noted, the Canadian DST was partially mitigated by corresponding price increases put in place during the third quarter.

Provision for Credit Losses

Provision for credit losses from the Marketplace segment decreased $0.9 million, or 38%, to $1.5 million for the three months ended December 31, 2024, compared with $2.4 million for the three months ended December 31, 2023, primarily as a result of initiatives implemented to reduce risk in the marketplace and decrease bad debt expense.

Selling, General and Administrative

Selling, general and administrative expenses from the Marketplace segment decreased $1.0 million, or 1%, to $88.3 million for the three months ended December 31, 2024, compared with $89.3 million for the three months ended December 31, 2023, primarily as a result of decreases in information technology costs of $2.5 million, compensation expense of $2.0 million, stock-based compensation of $1.9 million and other miscellaneous expenses aggregating $0.3 million, partially offset by increases in incentive-based compensation of $4.6 million and marketing costs of $1.1 million.

Gain on Sale of Business

In December 2024, the Company completed the sale of its automotive key business, resulting in a pretax gain on disposal of approximately $31.6 million for the three months ended December 31, 2024.

Overview of Marketplace Results for the Year Ended December 31, 2024 and 2023

Total Marketplace Revenue

Revenue from the Marketplace segment increased $105.7 million, or 8%, to $1,357.4 million for the year ended December 31, 2024, compared with $1,251.7 million for the year ended December 31, 2023. The increase in revenue was primarily attributable to the 9% increase in the number of vehicles sold. For the year ended December 31, 2024, there was an increase in purchased vehicle sales and auction fees, partially offset by the decrease in service revenue (discussed below). The change in revenue included the impact of a decrease in revenue of $4.4 million due to fluctuations in the Canadian dollar exchange rate.

The 9% increase in the number of vehicles sold was primarily comprised of a 16% increase in commercial volumes. The gross merchandise value ("GMV") of vehicles sold for the year ended December 31, 2024 and 2023 was approximately $27.1 billion and $24.1 billion, respectively.

Auction Fees

Auction fees increased $48.5 million, or 12%, to $443.8 million for the year ended December 31, 2024, compared with $395.3 million for the year ended December 31, 2023. The number of vehicles sold increased 9%. Auction fees per vehicle sold for the year ended December 31, 2024 increased $10, or 3%, to $307, compared with $297 for the year ended December 31, 2023. The increase in auction fees per vehicle sold reflects the mix of vehicles sold in 2024 and the impact of price increases.

Service Revenue

Service revenue decreased $33.1 million, or 5%, to $586.6 million for the year ended December 31, 2024, compared with $619.7 million for the year ended December 31, 2023, primarily as a result of a decrease in transportation revenue of $44.5 million, of which $59.4 million related to a change in a key customer contract that resulted in the customer's revenue for the year ended December 31, 2024 being recorded on a net commission basis instead of a gross basis, as it was recorded for most of the year ended December 31, 2023. In addition, there was a net decrease in other miscellaneous service revenues aggregating approximately $3.0 million, partially offset by increases in inspection service revenue of $9.5 million and reconditioning revenue of $4.9 million.

Purchased Vehicle Sales

The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $90.3 million, or 38%, to $327.0 million for the year ended December 31, 2024, compared with $236.7 million for the year ended December 31, 2023, primarily as a result of an increase in purchased vehicles sold in Europe.

Gross Profit

For the year ended December 31, 2024, gross profit from the Marketplace segment increased $25.3 million, or 7%, to $393.4 million, compared with $368.1 million for the year ended December 31, 2023. Gross profit improvements were driven by a $33.7 million increase from auction and service volumes, $6.8 million decrease from depreciation and amortization and $4.5 million from pricing. These improvements were partially offset by the Canadian Digital Service Tax ("Canadian DST"), which represented a decrease of $10.2 million and a $9.5 million decrease in gross profit resulting from a higher mix of commercial volumes.

Gross profit from the Marketplace segment was 29.0% of revenue for the year ended December 31, 2024, compared with 29.4% of revenue for the year ended December 31, 2023. Gross profit as a percentage of revenue decreased for the year ended December 31, 2024 as compared with the year ended December 31, 2023, due to an increase in purchased vehicle sales and the Canadian DST, partially offset by a change in a key customer contract (see discussion in "Service revenue" above), increased volumes, increased prices and cost savings initiatives.

On June 28, 2024, Canada enacted a new 3% Canadian DST on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. The Company recorded $10.2 million of Canadian DST to cost of services in 2024. The Canadian DST was retroactive to January 1, 2022, resulting in approximately $4.8 million, $3.8 million and $1.6 million of expense related to the years ending December 31, 2024, 2023 and 2022, respectively. During the third quarter of 2024, the Company increased its prices to prospectively mitigate the Canadian DST.

Provision for Credit Losses

Provision for credit losses from the Marketplace segment decreased $1.9 million, or 22%, to $6.7 million for the year ended December 31, 2024, compared with $8.6 million for the year ended December 31, 2023, primarily as a result of initiatives implemented to reduce risk in the marketplace and decrease bad debt expense.

Selling, General and Administrative

Selling, general and administrative expenses from the Marketplace segment decreased $12.4 million, or 3%, to $359.6 million for the year ended December 31, 2024, compared with $372.0 million for the year ended December 31, 2023, primarily as a result of decreases in compensation expense of $9.8 million, information technology costs of $4.3 million, professional fees of $3.7 million and other miscellaneous expenses aggregating $1.4 million, partially offset by increases in severance of $4.2 million and marketing costs of $2.6 million.

Gain on Sale of Business

In December 2024, the Company completed the sale of its automotive key business, resulting in a pretax gain on disposal of approximately $31.6 million for the year ended December 31, 2024.

Goodwill and Other Intangibles Impairment

See the above discussion of goodwill and other intangibles impairment in the consolidated results of operations for OPENLANE, Inc.

Finance Results


	As of and for the Three Months Ended December 31,						As of and for the Year Ended December 31,
(Dollars in millions)	2024			2023			2024			2023
Finance revenue
Interest revenue	$	54.5		$	62.9		$	231.1		$	248.4
Fee and other revenue	51.7			48.5			200.0			195.6
Total Finance revenue	106.2			111.4			431.1			444.0
Finance interest expense	28.3			34.0			123.5			130.6
Net Finance margin	77.9			77.4			307.6			313.4
Finance provision for credit losses	10.6			14.8			47.6			50.6
Cost of services (exclusive of depreciation and amortization)	17.0			16.3			67.4			65.9
Selling, general and administrative	11.4			12.1			49.0			49.8
Depreciation and amortization	3.0			2.6			11.9			9.3
Operating profit	$	35.9		$	31.6		$	131.7		$	137.8
Portfolio Performance Information
Floorplans originated	250,000			236,000			1,026,000			997,000
Floorplans curtailed*	155,000			166,000			619,000			634,000
Total loan transaction units	405,000			402,000			1,645,000			1,631,000
Total receivables managed	$	2,314.0		$	2,274.1		$	2,314.0		$	2,274.1
Average receivables managed**	$	2,259.6		$	2,319.8		$	2,239.3		$	2,359.2
Allowance for credit losses	$	19.8		$	23.0		$	19.8		$	23.0
Allowance for credit losses as a percentage of total receivables managed	0.9		%	1.0		%	0.9		%	1.0		%
Finance provision for credit losses as a percentage of average receivables managed	1.9		%	2.6		%	2.1		%	2.1		%
Receivables delinquent as a percentage of total receivables managed	0.8		%	1.0		%	0.8		%	1.0		%

* Floorplans curtailed represent existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.

** Average receivables managed is calculated based on the daily ending balance of total receivables managed.


	% of Avg. Receivables Managed Three Months Ended December 31,				% of Avg. Receivables Managed Year Ended December 31,
Yields	2024		2023		2024		2023
Finance revenue yield
Interest revenue	9.6	%	10.8	%	10.3	%	10.5	%
Fee and other revenue	9.2	%	8.4	%	9.0	%	8.3	%
Total Finance revenue yield	18.8	%	19.2	%	19.3	%	18.8	%
Finance interest expense	5.0	%	5.9	%	5.6	%	5.5	%
Net finance margin	13.8	%	13.3	%	13.7	%	13.3	%

Overview of Finance Results for the Three Months Ended December 31, 2024 and 2023

Revenue

For the three months ended December 31, 2024, the Finance segment revenue decreased $5.2 million, or 5%, to $106.2 million, compared with $111.4 million for the three months ended December 31, 2023. The decrease in revenue was primarily the result of decreases in interest yields and loan values resulting in a decrease in average receivables managed, partially offset by a 1% increase in loan transaction units.

Finance Interest Expense

For the three months ended December 31, 2024, finance interest expense decreased $5.7 million, or 17%, to $28.3 million, compared with $34.0 million for the three months ended December 31, 2023. The decrease in finance interest expense was attributable to a decrease in the average balance on the AFC securitization obligations and an approximately 1% decrease in the average interest rate on the securitization obligations.

Net Finance Margin (Annualized)

For the three months ended December 31, 2024, the net Finance margin percent increased 0.5% to 13.8%, compared with 13.3% for the three months ended December 31, 2023. The increase was primarily attributable to a 0.8% increase in fee and other revenue yield. The net interest yield was 4.6% and 4.9% for the three months ended December 31, 2024 and 2023, respectively.

Finance Provision for Credit Losses

For the three months ended December 31, 2024, finance provision for credit losses decreased $4.2 million, or 28%, to $10.6 million, compared with $14.8 million for the three months ended December 31, 2023. The provision for credit losses decreased to 1.9% of the average receivables managed for the three months ended December 31, 2024 from 2.6% for the three months ended December 31, 2023. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.

Cost of Services

For the three months ended December 31, 2024, cost of services for the Finance segment increased $0.7 million, or 4%, to $17.0 million, compared with $16.3 million for the three months ended December 31, 2023. The increase in cost of services was primarily the result of increases in compensation expense of $0.4 million and other miscellaneous expenses aggregating $0.5 million, partially offset by a decrease in lot check expenses of $0.2 million.

Selling, General and Administrative

Selling, general and administrative expenses for the Finance segment decreased $0.7 million, or 6%, to $11.4 million for the three months ended December 31, 2024, compared with $12.1 million for the three months ended December 31, 2023 primarily as a result of decreases in information technology costs of $0.8 million and stock-based compensation of $0.6 million, partially offset by increases in incentive-based compensation of $0.4 million and title handling costs of $0.3 million.

Overview of Finance Results for the Year Ended December 31, 2024 and 2023

Revenue

For the year ended December 31, 2024, the Finance segment revenue decreased $12.9 million, or 3%, to $431.1 million, compared with $444.0 million for the year ended December 31, 2023. The decrease in revenue was primarily the result of decreases in loan values resulting in a decrease in average receivables managed, partially offset by a 1% increase in loan transaction units.

Finance Interest Expense

For the year ended December 31, 2024, finance interest expense decreased $7.1 million, or 5%, to $123.5 million, compared with $130.6 million for the year ended December 31, 2023. The decrease in finance interest expense was primarily attributable to a decrease in the average balance on the AFC securitization obligations and a reduction in cost of funds with the securitization renewal.

Net Finance Margin

For the year ended December 31, 2024, the net Finance margin percent increased 0.4% to 13.7, compared with 13.3% for the year ended December 31, 2023. The increase was primarily attributable to a 0.7% increase in fee and other revenue yield. The net interest yield was 4.7% and 5.0% for the year ended December 31, 2024 and 2023, respectively.

Finance Provision for Credit Losses

For the year ended December 31, 2024, finance provision for credit losses decreased $3 million, or 6%, to $47.6 million, compared with $50.6 million for the year ended December 31, 2023. The provision for credit losses remained constant at 2.1% of the average receivables managed for the year ended December 31, 2024 and 2023. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.

Cost of Services

For the year ended December 31, 2024, cost of services for the Finance segment increased $1.5 million, or 2%, to $67.4 million, compared with $65.9 million for the year ended December 31, 2023. The increase in cost of services was primarily the result of increases in professional fees of $0.7 million, compensation expense of $0.4 million, travel expenses of $0.4 million and other miscellaneous expenses aggregating $1.0 million, partially offset by a decrease in lot check expenses of $1.0 million.

Selling, General and Administrative

Selling, general and administrative expenses for the Finance segment decreased $0.8 million, or 2%, to $49.0 million for the year ended December 31, 2024, compared with $49.8 million for the year ended December 31, 2023 primarily as a result of decreases in information technology costs of $2.2 million and stock-based compensation of $1.2 million, partially offset by increases in title handling costs of $1.7 million and compensation expense of $0.9 million.

Select Finance Balance Sheet Items


	December 31,
(Dollars in millions)	2024		2023
Tangible Assets
Total assets	$	2,677.7	$	2,660.7
Intangible assets	260.1		261.7
Tangible assets	$	2,417.6	$	2,399.0

Tangible parent equity
Total parent equity***	$	789.0	$	799.4
Intangible assets	260.1		261.7
Tangible parent equity***	$	528.9	$	537.7

*** Parent equity represents OPENLANE's net investment in AFC. Parent equity was adjusted for an intercompany loan receivable of $726.7 million at December 31, 2023. The intercompany loan receivable represented accumulated cash and earnings of the Finance Segment. As a result of a dividend from AFC to the Company, the intercompany loan receivable was eliminated in the second quarter of 2024. Tangible parent equity is a non-GAAP measure of AFC's capital.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, our sources of liquidity consisted of cash on hand, working capital and amounts available under our Revolving Credit Facilities. Our principal ongoing sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facilities.


	December 31,
(Dollars in millions)	2024		2023
Cash and cash equivalents	$	143.0	$	93.5
Working capital	286.0		363.1
Amounts available under the Revolving Credit Facilities	397.9		133.3
Cash provided by operating activities for the year ended	292.8		237.0

We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.

Summary of Cash Flows


	Year Ended December 31,
(Dollars in millions)	2024		2023
Net cash provided by (used by):
Operating activities - continuing operations	$	292.8	$	237.0
Operating activities - discontinued operations	(1.4)		(1.6)
Investing activities - continuing operations	(70.9)		(90.5)
Investing activities - discontinued operations	—		7.0
Financing activities - continuing operations	(173.9)		(279.9)
Financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate on cash	(21.8)		9.2
Net increase (decrease) in cash, cash equivalents and restricted cash	$	24.8	$	(118.8)

Cash flow from operating activities (continuing operations) Net cash provided by operating activities (continuing operations) was $292.8 million for the year ended December 31, 2024, compared with $237.0 million for the year ended December 31, 2023. Cash provided by continuing operations for 2024 consisted primarily of cash earnings and a decrease in trade receivables and other assets, partially offset by a decrease in accounts payable and accrued expenses. Cash provided by continuing operations for 2023 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. The increase in operating cash flow was primarily attributable to changes in operating assets and liabilities as a result of the timing of collections and the disbursement of funds to consignors for marketplace sales held near period-ends.

Changes in AFC’s accounts payable balance are presented in cash flows from operating activities while changes in AFC’s finance receivables are presented in cash flows from investing activities. Changes in these balances can cause variations in operating and investing cash flows.

Cash flow from investing activities (continuing operations) Net cash used by investing activities (continuing operations) was $70.9 million for the year ended December 31, 2024, compared with $90.5 million for the year ended December 31, 2023. The cash used by investing activities in 2024 was primarily from an increase in finance receivables held for investment and purchases of property and equipment, partially offset by the proceeds from the sale of a business. The cash used by investing activities in 2023 was primarily from the acquisition of Manheim Canada and purchases of property and equipment, partially offset by a decrease in finance receivables held for investment.

Cash flow from financing activities (continuing operations) Net cash used by financing activities (continuing operations) was $173.9 million for the year ended December 31, 2024, compared with $279.9 million for the year ended December 31, 2023. The cash used by financing activities for the year ended December 31, 2024 was

primarily due to repayments on lines of credit, dividends paid on the Series A Preferred Stock, repurchases and retirement of common stock and payments for debt issuance costs, partially offset by a net increase in obligations collateralized by finance receivables. The cash used by financing activities in 2023 was primarily due to the early repayment of senior notes, a net decrease in obligations collateralized by finance receivables, dividends paid on the Series A Preferred Stock, repurchases and retirement of common stock and payments of contingent consideration.

Cash flow from operating activities (discontinued operations) Net cash used by operating activities (discontinued operations) was $1.4 million for the year ended December 31, 2024, compared with $1.6 million for the year ended December 31, 2023. The cash used by operating activities for the year ended December 31, 2024 was primarily attributable to the payment of an accrued obligation. The cash used by operating activities for the year ended December 31, 2023 was primarily attributable to an adjustment to income taxes.

Cash flow from investing activities (discontinued operations) There were no investing activities (discontinued operations) for the year ended December 31, 2024, compared with net cash provided by investing activities of $7.0 million for the year ended December 31, 2023. The cash provided by investing activities for the year ended December 31, 2023 was attributable to the final proceeds from the sale of the ADESA U.S. physical auction business.

Cash flow from financing activities (discontinued operations) There were no financing activities (discontinued operations) for the year ended December 31, 2024 and 2023.

Q4 2024 & Annual Earnings Slides // February 19, 2025

2 Q4 | 2024 Forward-Looking Statements Certain statements contained in this presentation include, and OPENLANE may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts (including but not limited to expectations, estimates, assumptions, projections and/or financial guidance) 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,” "outlook," “target” 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 OPENLANE’s annual and quarterly periodic reports, and in OPENLANE’s other filings and reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements are made as of the date of this presentation. OPENLANE undertakes no obligation to update any forward-looking statements.

3 Q4 | 2024 2025 Guidance 2025 GUIDANCE (In millions, except per share amounts) (Unaudited) Low High Income from continuing operations $100 $114 Add back: Income taxes 47 53 Finance interest expense 103 103 Interest expense, net of interest income 12 12 Depreciation and amortization 95 95 EBITDA $357 $377 Total addbacks/(deductions), net (67) (67) Adjusted EBITDA $290 $310 Income from continuing operations per share – diluted * $0.38 $0.48 Income from continuing operations $100 $114 Total adjustments, net 31 31 Operating adjusted net income from continuing operations $131 $145 Operating adjusted net income from continuing operations per share - diluted $0.90 $1.00 Weighted average diluted shares – including assumed conversion of preferred shares 145 145 * 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.

4 Q4 | 2024 Fourth Quarter & Year-to-Date Results

5 Q4 | 2024 OPENLANE 2024 Highlights* ($ in millions, except per share amounts) OPENLANE Q4 2024 Q4 2023 YTD 2024 YTD 2023 Total operating revenues $455.0 $406.1 $1,788.5 $1,695.7 SG&A $99.7 $101.4 $408.6 $421.8 Other expense (income), net** $5.4 ($3.1) $2.5 ($15.6) EBITDA $124.4 $85.4 $396.8 $107.3 Adjusted EBITDA $72.7 $61.8 $293.4 $272.0 Income (loss) from continuing operations $52.3 $13.6 $109.9 ($154.8) Income (loss) from continuing operations per share – diluted $0.29 $0.02 $0.45 ($1.83) Weighted average diluted shares 108.4 109.0 109.2 109.1 Operating adjusted net income from continuing operations per share – diluted $0.21 $0.16 $0.85 $0.72 Weighted average diluted shares – including assumed conversion of preferred shares 144.1 144.7 145.0 144.8 Effective tax rate 24.2% 35.8% 30.4% -5.7% Capital expenditures $14.0 $12.2 $53.0 $52.0 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2024. ** YTD 2023 included a $10.3 million charge related to an investment in an early-stage automotive company and the receipt of a $20 million early termination payment.

6 Q4 | 2024 Marketplace 2024 Highlights* ($ in millions) Marketplace Q4 2024 Q4 2023 YTD 2024 YTD 2023 Auction fees $112.0 $90.0 $443.8 $395.3 Service revenue $141.2 $144.5 $586.6 $619.7 Purchased vehicle sales $95.6 $60.2 $327.0 $236.7 Total Marketplace revenue $348.8 $294.7 $1,357.4 $1,251.7 Gross profit $103.2 $85.9 $393.4 $368.1 Gross profit % of revenue 29.6% 29.1% 29.0% 29.4% Adjusted gross profit** $121.3 $106.2 $468.5 $450.0 Adjusted gross profit % of revenue** 47.9% 45.3% 45.5% 44.3% SG&A $88.3 $89.3 $359.6 $372.0 Other expense (income), net*** $5.3 ($3.1) $2.4 ($15.9) EBITDA $57.3 $17.2 $129.8 ($170.1) Adjusted EBITDA $30.9 $23.7 $134.5 $108.3 % of revenue 8.9% 8.0% 9.9% 8.7% Commercial vehicles sold 192,000 183,000 826,000 710,000 Dealer consignment vehicles sold 155,000 135,000 620,000 621,000 Total vehicles sold 347,000 318,000 1,446,000 1,331,000 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2024. ** Exclusive of depreciation and amortization. The calculation as a percentage of revenue also excludes purchased vehicles. *** YTD 2023 included a $10.3 million charge related to an investment in an early-stage automotive company and the receipt of a $20 million early termination payment.

7 Q4 | 2024 Finance 2024 Highlights* ($ in millions) Finance Q4 2024 Q4 2023 YTD 2024 YTD 2023 Interest revenue $54.5 $62.9 $231.1 $248.4 Fee and other revenue $51.7 $48.5 $200.0 $195.6 Total Finance revenue $106.2 $111.4 $431.1 $444.0 Finance interest expense $28.3 $34.0 $123.5 $130.6 Net Finance margin $77.9 $77.4 $307.6 $313.4 Yield (quarters annualized) 13.8% 13.3% 13.7% 13.3% SG&A $11.4 $12.1 $49.0 $49.8 Other expense (income), net $0.1 $ - $0.1 $0.3 EBITDA $67.1 $68.2 $267.0 $277.4 Adjusted EBITDA $41.8 $38.1 $158.9 $163.7 Total loan transaction units 405,000 402,000 1,645,000 1,631,000 Total receivables managed $2,314.0 $2,274.1 $2,314.0 $2,274.1 Average receivables managed** $2,259.6 $2,319.8 $2,239.3 $2,359.2 Finance provision for credit losses % of avg receivables managed 1.9% 2.6% 2.1% 2.1% Obligations collateralized by finance receivables $1,660.3 $1,631.9 $1,660.3 $1,631.9 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2024. ** Average receivables managed is calculated based on the daily ending balance of total receivables managed.

8 Q4 | 2024 December 31, 2024 Leverage (US$ in millions) Corporate Credit Ratings: S&P B, Moodys B1 1 When calculating the corporate net debt to Adjusted EBITDA leverage ratio, we use the balance sheet “Cash and cash equivalents” amount instead of available cash as defined by our credit agreement. Balance Maturity Revolving Credit Facility (Adjusted Term SOFR + 2.25%) $ - 2028 Canadian Revolving Credit Facility (Adjusted Term CORRA +2.50%) - 2028 Senior Notes (Fixed 5.125%) 210 2025 Other 21 Total 231 Less: Cash and cash equivalents 143 Net Debt 88 Net Debt Ratio 1 0.3

9 Q4 | 2024 Historical Data

10 Q4 | 2024 Marketplace Metrics (Volumes in thousands) 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 1Q23 Revenue ($M) $1,357.4 $348.8 $354.3 $336.0 $318.3 $1,251.7 $294.7 $316.6 $319.4 $321.0 Commercial vehicles sold 826 192 195 217 222 710 183 180 180 167 Dealer consignment vehicles sold 620 155 164 151 150 621 135 159 164 163 Total vehicles sold 1,446 347 359 368 372 1,331 318 339 344 330 Gross profit percentage 29.0% 29.6% 28.4% 26.2% 32.0% 29.4% 29.1% 30.4% 28.6% 29.5% Adjusted gross profit percentage 45.5% 47.9% 45.6% 41.8% 46.6% 44.3% 45.3% 45.8% 43.8% 42.6% Income (loss) from continuing operations ($M) $1.7 $25.9 $4.8 ($16.1) ($12.9) ($277.5) ($17.7) ($19.3) ($219.4) ($21.1) Adjusted EBITDA ($M) $134.5 $30.9 $35.8 $32.7 $35.1 $108.3 $23.7 $26.8 $43.5 $14.3 Gross Merchandise Value ($B) $27.1 $6.6 $6.7 $6.8 $7.0 $24.1 $5.7 $6.0 $6.4 $6.0

11 Q4 | 2024 Finance Metrics ($ in millions) 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 1Q23 Finance receivables (gross) $2,342.5 $2,342.5 $2,211.5 $2,239.0 $2,313.7 $2,305.0 $2,305.0 $2,379.0 $2,418.2 $2,406.4 Accrued interest and fees $28.5 $28.5 $27.0 $28.8 $29.3 $30.9 $30.9 $29.0 $28.4 $27.3 Total receivables managed $2,314.0 $2,314.0 $2,184.5 $2,210.2 $2,284.4 $2,274.1 $2,274.1 $2,350.0 $2,389.8 $2,379.1 Average receivables managed 1 $2,239.3 $2,259.6 $2,157.6 $2,243.6 $2,297.1 $2,359.2 $2,319.8 $2,340.0 $2,364.1 $2,413.7 Allowance for credit losses $19.8 $19.8 $19.0 $19.0 $21.0 $23.0 $23.0 $21.0 $21.0 $21.0 Finance provision for credit losses $47.6 $10.6 $11.4 $12.0 $13.6 $50.6 $14.8 $11.6 $12.2 $12.0 Receivables delinquent $18.0 $18.0 $20.5 $21.9 $24.1 $23.7 $23.7 $18.1 $14.4 $19.6 Allowance for credit losses 2 0.9% 0.9% 0.9% 0.9% 0.9% 1.0% 1.0% 0.9% 0.9% 0.9% Finance provision for credit losses 3 2.1% 1.9% 2.1% 2.1% 2.4% 2.1% 2.6% 2.0% 2.1% 2.0% Receivables delinquent 2 0.8% 0.8% 0.9% 1.0% 1.1% 1.0% 1.0% 0.8% 0.6% 0.8% Interest revenue $231.1 $54.5 $56.1 $59.5 $61.0 $248.4 $62.9 $63.0 $61.9 $60.6 Fee and other revenue $200.0 $51.7 $49.4 $48.3 $50.6 $195.6 $48.5 $48.3 $47.8 $51.0 Total Finance revenue $431.1 $106.2 $105.5 $107.8 $111.6 $444.0 $111.4 $111.3 $109.7 $111.6 Finance interest expense $123.5 $28.3 $30.7 $31.9 $32.6 $130.6 $34.0 $34.2 $32.1 $30.3 Net Finance margin $307.6 $77.9 $74.8 $75.9 $79.0 $313.4 $77.4 $77.1 $77.6 $81.3 NOTE: 1 Calculated based on the daily ending balance of total receivables managed. 2 Allowance for credit losses and receivables delinquent are a percentage of total receivables managed. 3 Finance provision for credit losses is a percentage of average receivables managed.

12 Q4 | 2024 Finance Metrics (Continued) ($ in millions) 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 1Q23 Yields Interest revenue 1 10.3% 9.6% 10.4% 10.6% 10.6% 10.5% 10.8% 10.7% 10.5% 10.0% Fee and other revenue 1 9.0% 9.2% 9.2% 8.6% 8.8% 8.3% 8.4% 8.3% 8.1% 8.5% Total Finance revenue 1 19.3% 18.8% 19.6% 19.2% 19.4% 18.8% 19.2% 19.0% 18.6% 18.5% Finance interest expense 1 5.6% 5.0% 5.7% 5.7% 5.6% 5.5% 5.9% 5.8% 5.5% 5.0% Net Finance margin 1 13.7% 13.8% 13.9% 13.5% 13.8% 13.3% 13.3% 13.2% 13.1% 13.5% Operating expenses Cost of services 2 $67.4 $17.0 $16.8 $16.8 $16.8 $65.9 $16.3 $16.7 $16.5 $16.4 Finance interest expense $123.5 $28.3 $30.7 $31.9 $32.6 $130.6 $34.0 $34.2 $32.1 $30.3 Finance provision for credit losses $47.6 $10.6 $11.4 $12.0 $13.6 $50.6 $14.8 $11.6 $12.2 $12.0 Selling, general and administrative $49.0 $11.4 $11.7 $12.0 $13.9 $49.8 $12.1 $12.6 $12.7 $12.4 Depreciation and amortization $11.9 $3.0 $3.2 $3.0 $2.7 $9.3 $2.6 $2.6 $2.3 $1.8 Total operating expenses $299.4 $70.3 $73.8 $75.7 $79.6 $306.2 $79.8 $77.7 $75.8 $72.9 Net income $108.2 $26.4 $23.6 $26.8 $31.4 $122.7 $31.3 $32.0 $25.6 $33.8 NOTE: 1 Interest revenue, fee and other revenue, total Finance revenue, Finance interest expense and net Finance margin are a percentage of average receivables managed. 2 Exclusive of depreciation and amortization.

13 Q4 | 2024 Finance Metrics (Continued) ($ in millions) 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 1Q23 Total assets $2,677.7 $2,677.7 $2,549.0 $2,578.2 $2,659.1 $2,660.7 $2,660.7 $2,723.5 $2,792.4 $2,771.4 Intangible assets $260.1 $260.1 $260.5 $260.9 $261.4 $261.7 $261.7 $261.5 $261.8 $260.9 Tangible assets $2,417.6 $2,417.6 $2,288.5 $2,317.3 $2,397.7 $2,399.0 $2,399.0 $2,462.0 $2,530.6 $2,510.5 Obligations collateralized by finance receivables (gross) $1,679.1 $1,679.1 $1,549.2 $1,583.9 $1,609.1 $1,645.4 $1,645.4 $1,710.5 $1,734.1 $1,656.5 Unamortized securitization issuance costs ($18.8) ($18.8) ($20.4) ($10.3) ($11.9) ($13.5) ($13.5) ($15.2) ($16.7) ($18.3) Obligations collateralized by finance receivables $1,660.3 $1,660.3 $1,528.8 $1,573.6 $1,597.2 $1,631.9 $1,631.9 $1,695.3 $1,717.4 $1,638.2 Total parent equity $789.0 $789.0 $780.4 $750.3 $794.9 $799.4 $799.4 $765.3 $812.3 $849.3 Intangible assets $260.1 $260.1 $260.5 $260.9 $261.4 $261.7 $261.7 $261.5 $261.8 $260.9 Tangible parent equity $528.9 $528.9 $519.9 $489.4 $533.5 $537.7 $537.7 $503.8 $550.5 $588.4 Floorplans originated 1 1,026,000 250,000 250,000 263,000 263,000 997,000 236,000 249,000 258,000 254,000 Floorplans curtailed 2 619,000 155,000 153,000 150,000 161,000 634,000 166,000 161,000 144,000 163,000 Total loan transaction units 1,645,000 405,000 403,000 413,000 424,000 1,631,000 402,000 410,000 402,000 417,000 NOTE: 1 Floorplans originated is defined as new loans created. 2 Floorplans curtailed is defined as existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.

14 Q4 | 2024 APPENDIX

15 Q4 | 2024 Non-GAAP Financial Measures 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 the company's 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 the company’s creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate the company’s 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 non-compete 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 to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. In addition, net income (loss) and net income (loss) per share have been adjusted for certain other charges, as seen in the following reconciliation. Adjusted gross profit is defined as gross profit excluding depreciation and amortization associated with cost of services. Adjusted gross profit eliminates potential differences between periods caused by historic cost, age of assets and amortization of intangible assets from prior acquisitions. Adjusted gross profit percentage is defined as adjusted gross profit divided by revenue excluding purchased vehicle sales. Adjusted gross profit percentage eliminates the impact of depreciation and amortization on gross profit and purchased vehicle sales on revenue, allowing for more meaningful comparisons of operational efficiency between periods. Management believes these measures provide useful information about the operating results and financial performance of the Marketplace segment. EBITDA, Adjusted EBITDA, operating adjusted net income (loss), operating adjusted net income (loss) per share, adjusted gross profit and adjusted gross profit percentage 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.

16 Q4 | 2024 2024 Marketplace Adjusted Gross Profit Reconciliation ($ in millions) Marketplace YTD 2024 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Operating revenue A $1,357.4 $348.8 $354.3 $336.0 $318.3 Purchased vehicle sales B 327.0 95.6 93.0 80.2 58.2 Operating revenue excluding purchased vehicle sales A–B=C $1,030.4 $253.2 $261.3 $255.8 $260.1 Components of depreciation and amortization: Cost of services E $75.1 $18.1 $18.6 $19.0 $19.4 Selling, general and administrative 8.2 1.9 2.0 2.1 2.2 Total depreciation and amortization $83.3 $20.0 $20.6 $21.1 $21.6 Cost of services including depreciation and amortization D $964.0 $245.6 $253.8 $248.1 $216.5 Depreciation and amortization E 75.1 18.1 18.6 19.0 19.4 Cost of services excluding depreciation and amortization D-E=F $888.9 $227.5 $235.2 $229.1 $197.1 Gross profit including depreciation and amortization A-D=G $393.4 $103.2 $100.5 $87.9 $101.8 Depreciation and amortization E 75.1 18.1 18.6 19.0 19.4 Adjusted gross profit G+E=H $468.5 $121.3 $119.1 $106.9 $121.2 Gross profit % G/A 29.0% 29.6% 28.4% 26.2% 32.0% Adjusted gross profit % H/C 45.5% 47.9% 45.6% 41.8% 46.6%

17 Q4 | 2024 2023 Marketplace Adjusted Gross Profit Reconciliation ($ in millions) Marketplace YTD 2023 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Operating revenue A $1,251.7 $294.7 $316.6 $319.4 $321.0 Purchased vehicle sales B 236.7 60.2 60.6 60.4 55.5 Operating revenue excluding purchased vehicle sales A–B=C $1,015.0 $234.5 $256.0 $259.0 $265.5 Components of depreciation and amortization: Cost of services E $81.9 $20.3 $21.2 $21.8 $18.6 Selling, general and administrative 10.3 2.4 2.6 2.7 2.6 Total depreciation and amortization $92.2 $22.7 $23.8 $24.5 $21.2 Cost of services including depreciation and amortization D $883.6 $208.8 $220.5 $227.9 $226.4 Depreciation and amortization E 81.9 20.3 21.2 21.8 18.6 Cost of services excluding depreciation and amortization D-E=F $801.7 $188.5 $199.3 $206.1 $207.8 Gross profit including depreciation and amortization A-D=G $368.1 $85.9 $96.1 $91.5 $94.6 Depreciation and amortization E 81.9 20.3 21.2 21.8 18.6 Adjusted gross profit G+E=H $450.0 $106.2 $117.3 $113.3 $113.2 Gross profit % G/A 29.4% 29.1% 30.4% 28.6% 29.5% Adjusted gross profit % H/C 44.3% 45.3% 45.8% 43.8% 42.6%

18 Q4 | 2024 Q4 2024 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended December 31, 2024 Marketplace Finance Consolidated Income from continuing operations $25.9 $26.4 $52.3 Add back: Income taxes 7.3 9.4 16.7 Finance interest expense - 28.3 28.3 Interest expense, net of interest income 4.1 - 4.1 Depreciation and amortization 20.0 3.0 23.0 EBITDA $57.3 $67.1 $124.4 Non-cash stock-based compensation 0.9 0.2 1.1 Acquisition related costs 0.1 - 0.1 Securitization interest - (25.7) (25.7) Gain on sale of business (31.6) - (31.6) Severance 2.3 0.1 2.4 Foreign currency (gains)/losses 6.4 0.1 6.5 (Gain)/loss on investments (0.4) - (0.4) Impact for newly enacted Canadian DST related to prior years (4.6) - (4.6) Other 0.5 - 0.5 Total addbacks/(deductions) (26.4) (25.3) (51.7) Adjusted EBITDA $30.9 $41.8 $72.7 Revenue $348.8 $106.2 $455.0 Adjusted EBITDA % margin 8.9% 39.4% 16.0%

19 Q4 | 2024 Q4 2023 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended December 31, 2023 Marketplace Finance Consolidated Income (loss) from continuing operations ($17.7) $31.3 $13.6 Add back: Income taxes (2.5) 10.1 7.6 Finance interest expense - 34.0 34.0 Interest expense, net of interest income 4.9 - 4.9 Depreciation and amortization 22.7 2.6 25.3 Intercompany interest 9.8 (9.8) - EBITDA $17.2 $68.2 $85.4 Non-cash stock-based compensation 2.7 0.9 3.6 Acquisition related costs 2.0 - 2.0 Securitization interest - (31.4) (31.4) Severance 2.0 0.1 2.1 Foreign currency (gains)/losses (2.1) - (2.1) (Gain)/loss on investments - (0.4) (0.4) Professional fees related to business improvement efforts 1.7 0.4 2.1 Other 0.2 0.3 0.5 Total addbacks/(deductions) 6.5 (30.1) (23.6) Adjusted EBITDA $23.7 $38.1 $61.8 Revenue $294.7 $111.4 $406.1 Adjusted EBITDA % margin 8.0% 34.2% 15.2%

20 Q4 | 2024 YTD 2024 Adjusted EBITDA Reconciliation ($ in millions) Year ended December 31, 2024 Marketplace Finance Consolidated Income from continuing operations $1.7 $108.2 $109.9 Add back: Income taxes 11.3 36.7 48.0 Finance interest expense - 123.5 123.5 Interest expense, net of interest income 20.2 - 20.2 Depreciation and amortization 83.3 11.9 95.2 Intercompany interest 13.3 (13.3) - EBITDA $129.8 $267.0 $396.8 Non-cash stock-based compensation 12.9 3.0 15.9 Acquisition related costs 0.6 - 0.6 Securitization interest - (112.7) (112.7) Gain on sale of business (31.6) - (31.6) Severance 10.5 1.1 11.6 Foreign currency (gains)/losses 5.8 - 5.8 (Gain)/loss on investments (0.4) - (0.4) Professional fees related to business improvement efforts 1.2 0.3 1.5 Impact for newly enacted Canadian DST related to prior years 5.4 - 5.4 Other 0.3 0.2 0.5 Total addbacks/(deductions) 4.7 (108.1) (103.4) Adjusted EBITDA $134.5 $158.9 $293.4 Revenue $1,357.4 $431.1 $1,788.5 Adjusted EBITDA % margin 9.9% 36.9% 16.4%

21 Q4 | 2024 YTD 2023 Adjusted EBITDA Reconciliation ($ in millions) Year ended December 31, 2023 Marketplace Finance Consolidated Income (loss) from continuing operations ($277.5) $122.7 ($154.8) Add back: Income taxes (40.4) 48.7 8.3 Finance interest expense - 130.6 130.6 Interest expense, net of interest income 21.7 - 21.7 Depreciation and amortization 92.2 9.3 101.5 Intercompany interest 33.9 (33.9) - EBITDA ($170.1) $277.4 $107.3 Non-cash stock-based compensation 13.2 4.2 17.4 Loss on extinguishment of debt 1.1 - 1.1 Acquisition related costs 3.1 - 3.1 Securitization interest - (120.4) (120.4) Severance 5.1 0.4 5.5 Foreign currency (gains)/losses (2.9) - (2.9) Goodwill and other intangibles impairment 250.8 - 250.8 Contingent consideration adjustment 1.3 - 1.3 Professional fees related to business improvement efforts 5.4 1.2 6.6 Other 1.3 0.9 2.2 Total addbacks/(deductions) 278.4 (113.7) 164.7 Adjusted EBITDA $108.3 $163.7 $272.0 Revenue $1,251.7 $444.0 $1,695.7 Adjusted EBITDA % margin 8.7% 36.9% 16.0%

22 Q4 | 2024 Operating Adjusted Net Income per Share Reconciliation ($ in millions, except per share amounts), (Unaudited) Three Months ended Year ended December 31, December 31, 2024 2023 2024 2023 Net income (loss) from continuing operations $52.3 $13.6 $109.9 ($154.8) Acquired amortization expense 8.3 9.5 35.7 37.8 Impact for newly enacted Canadian DST related to prior years (4.6) - 5.4 - Gain on sale of business (31.6) - (31.6) - Loss on extinguishment of debt - - - 1.1 Contingent consideration adjustment - - - 1.3 Goodwill and other intangibles impairment - - - 250.8 Income taxes (1) 6.1 (0.1) 3.3 (32.5) Operating adjusted net income from continuing operations $30.5 $23.0 $122.7 $103.7 Operating adjusted net income from discontinued operations $ - $0.7 $ - $0.7 Operating adjusted net income $30.5 $23.7 $122.7 $104.4 Operating adjusted net income from continuing operations per share – diluted (2) $0.21 $0.16 $0.85 $0.72 Operating adjusted net income from discontinued operations per share – diluted - - - - Operating adjusted net income per share – diluted $0.21 $0.16 $0.85 $0.72 Weighted average diluted shares - including assumed conversion of preferred shares 144.1 144.7 145.0 144.8 (1) For the three months and years ended December 31, 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 $35.8 million valuation allowance against the U.S. net deferred tax asset. (2) The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of operating adjusted net income (loss) for purposes of calculating operating adjusted net income (loss) per diluted share.

Document and Entity Information Document	Feb. 19, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 19, 2025
Entity Registrant Name	OPENLANE, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34568
Entity Tax Identification Number	20-8744739
Entity Address, Address Line One	11299 N. Illinois Street, Suite 500
Entity Address, City or Town	Carmel
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46032
City Area Code	800
Local Phone Number	923-3725
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KAR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001395942
Amendment Flag	false

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