OPENLANE, Inc.

Good day and welcome to the Open Lane Third Quarter 2024 Earnings Call. All participants will be in a listen-only mode. Should you need assistance, please signal conference specialists by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. And to withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Ms. Itanu or Relleroo. Please go ahead, ma'am.

Thanks, Chuck. Good afternoon, everyone. Welcome to Open Lane Third Quarter 2024 Earnings Call. With me today are Peter Kelly, CEO of Open Lane, and Bradley Keea, EDP and CFO of Open Lane. Our remarks today include forward-looking statements within the meaning of the Private Securities Litigations Reform Act of 1995. Such forward-looking statements involve risk and uncertainties. That may cause our actual results or performance to defer materially from such statements. Factors that could cause such differences include those discussed in our press release issued today and in our SEC filings. Certain non-GAAP financial measures as defined under SEC rules will be discussed on this call. Reconciliation of GAAP to non-GAAP measures are provided in our earnings materials and available in the investor relations section of our website. With that, I'll turn the call over to Peter.

Thank you, Itanu, and good afternoon, everybody. I'm pleased to be here today to share Open Lane's strong third quarter results. I will start with some high-level details around our performance, our strategy and our outlook for the future, and then I'll turn the call over to Brad Likia to provide additional detail on our financial and operating metrics. Open Lane had a very positive third quarter. On a consolidated basis, we increased revenue and delivered $75 million in adjusted EBITDA, representing a 10% increase over the prior year. And year to date, we've generated $260 million in cash from operations. Similar to Q1 and Q2, I'm very pleased that these Q3 results reflect a significantly improved performance in the Open Lane Marketplace segment. On 6% volume growth, the Marketplace grew revenue and gross profit while delivering $36 million in adjusted EBITDA. That was a 34% increase over the third quarter of last year. And this is now the third straight quarter where our Marketplace segment has contributed nearly 50% of our consolidated adjusted EBITDA, and that's up from an average of around 39% for the same three quarters last year. AFC was again a strong contributor in the third quarter, generating approximately $39 million of adjusted EBITDA, while reducing SG&A costs and effectively managing risk across that portfolio. These third quarter results clearly demonstrate our ability to generate profitable growth and the strong scalability characteristics of our asset-light digital model. I also believe our results reflect how customers increasingly view and value our differentiated offerings. Open Lane is a true market leader in technology, and we're seeing the positive results of the strategic investments we're making in innovation, in people, and in the customer experience. All of this fuels my optimism for our long-term growth in volume, market share, and profitability. So let me turn to our strategy and how we plan to build on this positive momentum. As I previously said, our strategy for growth is anchored in our purpose, which is to make wholesale easy so our customers can be more successful. And we're making wholesale easy by focusing on three enabling priorities. First is by delivering the best marketplace, expanding to more buyers and more sellers, and offering the most diverse inventory available. Second, by delivering the best technologies, innovative products and services that help our customers make informed decisions and achieve better outcomes. And third, by delivering the best customer experience, keeping our marketplace fast, fair, and transparent, making it easy for customers to transact, and making Open Lane the most preferred and the most utilized marketplace. So let me detail about how we're advancing each of these and how they're positioning us for the future. And I'll begin with creating the best marketplace. Open Lane's third quarter marks the sixth consecutive quarter of -on-year growth in our marketplace segment, with positive contributions from our US, Canadian, and European marketplaces. During the quarter, we increased the number of vehicles offered and sold, delivering growth with both commercial and dealer-owned vehicles. Our marketplace facilitated a gross merchandise value of nearly $7 billion, which was a 12% increase over the same quarter last year. We also increased our marketplace participation, delivering one of our strongest new dealer recruits, which has been the largest recruitment quarter since 2021, as well as double-digit increase in unique buyers transacting on our platform. All of these point to the strength of our offering, the vibrancy of the Open Lane marketplace, and the value that Open Lane delivers in terms of speed of sale, high conversion rates, low selling costs, and excellent financial outcomes for our customers. Focusing on dealer volumes, we are clearly seeing the power of Open Lane's network effect, and my optimism remains as strong as ever around our longer-term growth opportunity in dealer space. During the quarter, we grew our dealer volumes by 3%, representing a significant improvement versus the first half of this year. Momentum also increased over the course of the quarter, and that gives me increased optimism for our trajectory in the fourth quarter and into next year. We attribute much of this to the scaling of our marketplace, our accelerated brand and digital marketing efforts, and our -to-market investments, which are generating increased participation from franchise and independent dealers, both as sellers and as buyers in our marketplace. And we're also seeing customers continue to gravitate towards digital. When comparing the most recent four quarters to the preceding four quarters, we believe our dealer volume growth is outpacing and taking market share from physical auctions, and there is still a very large addressable market for us to capture. In terms of commercial off-lease volumes, Open Lane remains a clear market leader, and I was pleased to see our commercial volumes growing in the third quarter. We have discussed on prior calls that the low level of lease is written in late 2021, and 2022 are a headwind to off-lease volumes in the second half of this year and in 2025, and that off-lease volumes will not maturely grow until 2026 and beyond. Given that background, I'm pleased with how our off-lease volumes held up in Q3. I was also pleased to see industry new vehicle sales increase and lease originations increase for the sixth straight quarter, which will be a positive for Open Lane when those leases mature. Open Lane remains well positioned with commercial sellers, delivering faster speed of sale, higher conversion, lower costs, and better financial outcomes. In fact, one of our commercial sellers is now converting nearly 95% of their inventory in Open Lane, and many customers have commented to me that Open Lane is bringing them a substantial premium to the vehicles that they're selling at physical auction. So in summary, Open Lane is focused on leveraging the combined power of our growing dealer base with our strong relationships and market position with commercial customers, and both customer sets will benefit from greater exposure, integration, and interaction through the Open Lane marketplace. The second way we're making wholesale easy is by leveraging our asset-light digital model to deliver what we believe is the best, most innovative technology available. In the United States, we've spoken on previous calls about our investments in condition reports through industry-first offerings like Visual Boost AI and Code Boost IQ. We are committed to providing comprehensive condition data on every vehicle offered for sale. We're also seeing the momentum build around our absolute sale feature. About half of the dealer transactions in our U.S. marketplace are now sold through an absolute sale, and on average, sellers who launch a vehicle into an absolute sale receive almost $700 in incremental bids after they activate this feature. That's a powerful figure that continues to increase. In Canada, we're enriching the data we provide to buyers and sellers, deploying AI-powered vehicle recommendations and expanding our self-service offerings to enhance the overall buying and selling experience. In Europe, we recently received the Fleet Europe Remarketing Innovation Award for our Open Lane sell offering, which gives sellers more control and the ability to customize their selling experience in real time. And for our commercial customers, we are deepening the integrations between our private label programs and their backend financial and operational systems. Already this year, we have deployed 65 major enhancements and over 2,700 other improvements to help commercial customers prepare for a more digital future and create an even closer connection with their franchise dealer networks. And then finally, let me turn to how we're making wholesale easy by providing an exceptional customer experience. During the quarter, I had the opportunity to spend significant time with many Open Lane customers. I came away from those meetings with a strong conviction that our customers are increasingly looking to a digital future in terms of how they sell and source their inventory and also in terms of how they connect with their retail customers. It's also clear to me that Open Lane's customers value relationships and that Open Lane is a valued business partner. So we're investing in those relationships and focusing on delivering real value to technologies that are highly sophisticated, but also very easy to use. We are integrating AI into our operational processes and service workflows to help reduce administrative tasks and to resolve customer issues more quickly and consistently. Also during the third quarter, we launched a standardized transactional net promoter score, or NPS system, across our U.S. Canadian and European marketplaces. The early results and feedback we're getting from dealers range from good to grace to excellence, depending on the platform. And some of the consistent positives cited by our customers include the ease of use, the appreciation of the great new features and functionality, as well as our highly responsive customer support teams. So we are committed to delivering a positive, data-driven, and high-touch customer experience. And I believe this will be a competitive difference here for Open Lane and a core driver of our future growth. I'd like to spend a few moments on AFC. While Brad will provide some additional detail in a few moments, we will be hosting an investor update on November 19th to provide additional disclosures and metrics that most finance-related businesses share with their investors. AFC is a strong, high-performing business with a leading market position, and it is a valuable asset to Open Lane. It helps attract, enroll, and engage dealers on the Open Lane marketplace, and it generates strong adjustability on cash that can be reinvested the business. We believe that the enhanced information will improve our investors' understanding of this business, will better highlight AFC's leading financial performance metrics, and ultimately allow investors to more accurately value AFC. Among others, the performance metrics we will highlight will include AFC's leading return on equity, return on assets, and the strength of AFC high mix of fee income and strong net interest margins. These leading performance indicators are driven by AFC's strong market share, its exceptional customer service, and its competitively differentiated underwriting and risk management processes. We look forward to sharing all of that information with you later this month. To close out my comments on the quarter, I just want to reinforce that Open Lane is very well positioned in the market and that our differentiated offerings are gaining momentum and customer loyalty. The third quarter represented another positive step on what I believe is the much more consistent track record of performance. Our results reinforce our key value proposition for investors, that Open Lane is an asset-like digital marketplace leader for wholesale use vehicles, that there is a large addressable market in North America and in Europe, and we're well positioned to capture the opportunities to grow both dealer and commercial volumes. It's clear that our brand and platform consolidation efforts over the past 24 months are now enabling us to accelerate innovation and product development. Our focus on operational efficiency has also given us the financial headroom to invest in that innovation while also improving our financial results. We are cash flow positive with a strong balance sheet and we believe that our business has the capability to deliver meaningful earnings growth over the next several years. So that concludes my remarks regarding the third quarter, but before I turn the call over to Brad LaKia, I have one other announcement, and that is that Brad will be leaving Open Lane to pursue another opportunity. Brad will remain at the company through the end of February to assist in finalizing our 2024 fourth quarter and year-end results and also to help ensure a smooth transition. We have already initiated a national search for a new CFO. We have a very strong bench strength and institutional knowledge across our finance areas and teams, and we also have a very solid foundation of cost management, capital allocation, and investing in innovation. These are all areas that Brad helps enhance during his time here at Open Lane. So I'll let Brad provide any additional context that he'd like to offer up before he covers our financial results, and I will keep you all updated and informed when a successor has been named. Brad?

Thank you, Peter, and before I get into my remarks regarding the quarter, I just want to be clear that the decision I made to leave Open Lane was a difficult one, and at its core, a very personal one. Since I started with Open Lane, I've been commuting most weeks between Ohio and Indiana, and this will allow me to spend more time with my family and be closer to home. Open Lane is on a very positive trajectory, as evidenced by the strong third quarter results we are communicating today. The investments the company is making in innovation, technology, and people have positioned the company to capture the opportunities ahead, and I'm grateful for the opportunity to work with Peter and the incredibly talented management team here at Open Lane. As Peter mentioned, I will remain at Open Lane through the end of February and will continue to be available to investors and analysts during that time. Now let me turn to the third quarter. We delivered another strong quarter driven primarily by the focus on operational efficiency. As usual, certain comments that I make related to Consolidated Open Lane and the Marketplace segment are on a net revenue basis, which excludes the impact of purchase vehicle sales. In addition, my comments will be on a third quarter -over-year basis unless I state otherwise. Our Consolidated revenue was $448 million, up 8%, mainly driven by the 6% volume growth in our Marketplace segment. In our results, you'll see our net revenue was flat as we continue to realize the impact from the transportation accounting change we made in the fourth quarter of 2023. This change impacted net revenue by $13 million in the third quarter, and since we made this change during the fourth quarter of last year, our comparisons as we move into 2025 will be queen of this change. Total cost of services was $252 million, up 17%. Gross profit was $196 million, down 2%. Higher auction fee revenue was offset by the impact of a higher mix of commercial volumes and a decline in finance segment revenue. Adjusted EBITDA was $75 million, up 10%, primarily driven by increased Marketplace volume and lower SG&A. Consolidated SG&A for the quarter was $99 million, down 7%, reflecting the successful execution of our cost savings initiatives. The SG&A decline was primarily due to lower professional fees and compensation-related expenses. In addition, our Technology Platform Consolidation Initiative led to a reduction in our technology costs during the quarter. As a company, we remain very focused on our cost culture. This culture drives productivity that enables investment and growth and innovation, and we've established internal programs to drive this on a consistent basis throughout Open Lane. For the balance of 2024, we expect our SG&A spend to remain at similar levels to recent quarters, and we remain committed to funding Core, GoToMoney, and Market customer-facing investments. Turning to the Marketplace segment, revenue increased 12% to $354 million. Our total volumes were up 6%, with commercial and dealer volumes increasing by 8% and 3% respectively. Auction fee revenue increased by 11%, primarily driven by the volume growth. As reported, services revenue was down 4%, once again, primarily due to the transportation accounting change mentioned earlier. Excluding this change, services revenue was up 5%, primarily driven by transportation-related services and volume increases. The volume increases reflect our ongoing focus to drive greater attachment of our services to our Core Marketplace offerings. Marketplace adjusted EBITDA was $36 million, up 34%. This improvement was primarily driven by higher auction and service-related volume and lower cost. Marketplace SG&A was down 7%, driven by the factors discussed earlier. As Peter stated, we're very pleased with the overall performance of our Marketplace business. Our commitment to making wholesale easy is enabled by delivering the best Marketplace, the best technology, and the best customer experience. We believe our ongoing and focused investments in these priorities will enable us to deliver scalable, profitable top-line growth and capture margin improvements over time. Turning to our finance segment, revenues for the quarter were down 6%, primarily driven by flat volumes and lower interest income, resulting from lower vehicle values within the portfolio. To provide some market insight, over the past couple of quarters, we are seeing independent dealers notably more disciplined with the amount of vehicles they are on their lots. While this disciplined approach supports an improved credit risk profile, it challenges AFC's ability to deliver revenue growth, particularly when coupled with the impact of lower vehicle values. And we expect this volume challenge to persist at least to the early part of 2025. That said, despite flat loan transaction units in the quarter, we believe this is a broader market trend and not impacting our market share, and therefore we are very pleased with our relative competitive performance. Finance segment adjusted EBITDA was $39 million, down 5%, reflecting the impact of the factors I just discussed. Finance SG&A was also down 7%, driven by the same factors I mentioned earlier. From a risk management perspective, we are pleased the third quarter provision for credit losses of 2.1%. This reflects continued improvement in risk fundamentals, but also the advantages of our leading risk management processes, analytics, and close to the customer model. While we are only halfway through the fourth quarter, we are thus far seeing consistent improvements in both frequency and severity of losses. Therefore, at this time, we expect a loan loss rate for the fourth quarter to be generally consistent with third quarter. And to reiterate, we continue to target a long-term loss rate of 1.5 to 2%. Overall, AFC remains a strong, high-performing business and a strategic asset that drives stickiness and critical services to OpenLane's customers. AFC's strong cash flow characteristics also support OpenLane's overall capital allocation, including the funding of our pipeline of organic initiatives. Moving to the balance sheet and capital allocation, consistent with prior quarters, we continue to generate strong cash flow. Year to date, we have generated $260 million of cash flow from operations, and our consolidated net leverage stands at less than one time adjusted EBITDA. Over the past seven quarters, and when excluding changes in operating assets and liabilities, we have generated between $50 million to $70 million quarterly and cash flow from operations. This level of cash generation demonstrates the value of our asset-like, digitally-focused marketplace business, working in combination with our leading floor plan finance business. Overall, the core of our capital allocation framework remains the same. We continue to prioritize the funding of organic investments while ensuring flexibility for high return, complementary strategic opportunities, and shareholder returns. In Q3, we bought back approximately 1.8 million shares as part of our share repurchase program. We have also increased and extended our share repurchase program to $100 million through the end of 2025. Our philosophy on share repurchases has not changed. We will remain principled and opportunistic with this program. Wrapping up on 2024 annual guidance, we have updated our adjusted EBITDA guidance to $285 million to $295 million. Other updated guidance metrics are reflected in our earnings release issued earlier today. To summarize our third quarter performance, consolidated adjusted EBITDA grew 10%. Our marketplace adjusted EBITDA grew 34%, and our marketplace volumes grew 6%. Our finance credit loss rate continues to improve, and AFC continues to be a major contributor to our overall financial performance. We generate a $260 million of cash flow from operations through nine months. And finally, we believe our strong performance reinforces the strength of our strategy, our compelling value proposition for our customers, and the benefits of our asset like digital model. Before I turn the call to the operator for questions, as Peter mentioned, we will be hosting a virtual investor update on Tuesday, November 19th from 10 a.m. to 10.45 a.m. Eastern Time. Members of our senior executive management team will discuss open lane strategy and our enhanced AFC disclosures and performance metrics. We'll also allocate time at the end for Q&A. Please ensure you join the live webcast. Information to join will be posted on our website. With that, I'll turn the call over to the operator for questions.

We will now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. If you're using a speaker phone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you pressed star, then two. At this time, we'll pause momentarily to assemble our questions. The first question will come from Rajak Gupta with JP Morgan. Please go ahead.

Great. Thanks for taking the questions. Brad, I just want to wish you all the best. We look forward to speaking with you in the next few months. I just had a couple of questions here. Maybe on the D2D volumes in the U.S. specifically, I think you mentioned that you continue to gain share versus physical. Are you able to quantify that a little more in terms of how much was that delta, maybe how much was U.S. overall versus Canada? Any more color there? Or maybe to ask it another way, are you able to give us a sense of how your open marketplace did in the U.S. versus the industry? Any way to characterize those share gains in a more granular fashion? I have a follow-up.

Thanks. Thanks, Rajat. I appreciate that. I guess I want to say, Rajat, as I mentioned in my remarks, I was pleased to see dealer volumes improve, particularly versus the first half of the year. We saw a substantial positive swing versus the -on-year trajectory that was the case in the first half. We saw improvement generally in all the markets that we operate, including the U.S. I also, as I mentioned in my remarks, we believe we're gaining share in that marketplace. If we look at our total open sale transactions versus dealer transactions in auction net, we believe we're gaining share -a-vis that. The other thing I was pleased about, Rajat, was we saw improving momentum over the course of the quarter. We finished the quarter stronger than we started. Some of that I attribute to we put more -to-market resources investments in the field at the start of the quarter, and it takes a while for that to have an impact and start to bear fruit. I think we're seeing positives from that. Finally, increased marketplace participation. We track number of sellers, number of buyers, and we're seeing growth in total marketplace participation, growth in both sellers and buyers, probably more growth on the buy side than the sell side, but we're pleased to see growth in both categories. We don't give the split on U.S. Canada, so I'll leave the specific volumes there, but we're pleased with the traction we're seeing in both markets.

Got it. That's helpful, Guller. Maybe just on the pricing strategy, some of your peers, especially on the digital side, the timing of their price increases has continued to move up through the course of the year. Earlier it was later in the year, and now it's more earlier in the year. I was curious, have you followed those price increases? How would you rate your prices versus them? Or maybe if you could give us a sense of what differences between yours and the physical auction providers today and how much more pricing power there is in the business.

Thanks. First of all, when I think about pricing and the value proposition of our customers, I go back to our purpose statement, making wholesale easy so our customers can be more successful. I also think about what are the attributes that differentiate us in the eyes of our customers. I think speed to sale, the fact that we can sell cars in a day, so very quickly, very efficiently. Cost of sale, the fact that it costs us less to put a car through our digital marketplace than it costs to put a car through alternative remarketing channels, let's say. Our process is very efficient. I see that as a structural advantage, a long-term structural advantage of our business model. Obviously, excellent customer service and outcomes in terms of price. Those are the things we're really trying to optimize for our customer. Those points of differentiation, I think, resonate with our customers. That's what's going to help us grow our business. Obviously, we're focused on that. Obviously, pricing matters and we have to make sure we're getting appropriate reward for that. What I would say, Rajat, is I think we're well positioned -a-vis our competition. By that, I would say the prices that we charge, I would say, are at or below what the customer would tend to use with alternative channels, whether physical or other digital alternatives. I think we have some headroom there, but we're also focused on growth. Let me give you some specifics. Late in the third quarter, in the month of September, we did a price increase in Canada. That was to really reflect the impact of the digital services tax that we spoke about on our last earnings call. That is now in place, but it's not really evident in our Q3 results, except for one of the three months. We'll get the future benefit of that for a full quarter here in Q4 and we'll get it for all of next year. That's one change we made in the quarter. Then I'll say not in the third quarter, but just recently in this fourth quarter, we did a modest price increase in our US open marketplace, again, reflecting the fact that we think we had some room. I would say even with this change, we still believe we're attractively priced in the minds of our customers -a-vis other alternatives out there. Again, that price increase is not reflected at all in Q3, will be partially reflected in Q4, and we'll have the benefit of that in all of 2025. We're focused on, obviously, the value we create for our customers and the outcomes we create for our customers and then getting an appropriate reward for that. Again, I'll go back. I feel pleased with our marketplace performance. EBITDA grew 36% year on year, and that was without us being as aggressive as perhaps we could on this pricing dimension. I feel we're good, well positioned, and we'll take the steps we need at the appropriate times.

Understood. That's very helpful, Coler. Thanks and good luck.

Thank you, Rajat.

Thanks,

Rajat.

The next question will come from John Murphy with the Bank of America. Please go ahead.

Good afternoon. Just a question in the volume ramp. It seems like it's actually been improving in the past couple of quarters, but when you talk to dealers, they keep talking about this shortage and having a hard time finding vehicles. I'm just curious as you think about when this actual real inflection in industry wide volume comes and some of the leverage that you're already starting to see really may really inflect the intake off.

Yeah, thanks, John. Listen, I'm pleased that we're continuing to deliver volume growth. The growth in the third quarter, that's six consecutive quarters of volume growth. I'm also pleased that we've been able to demonstrate both volume growth in both commercial and with dealers. If I look at each one commercial, in spite of the off-lease headwinds, we're in that shadow period or echo period of the lower level of lease originations, but we grew our volumes in the third quarter in spite of that. I take that as a positive. Then on the dealer side, as I mentioned, significant improvement versus the first half of the year and improving momentum over the course of the quarter. I feel good about that. I guess if I look at some macro factors, John, inventory on dealers' lots has increased, certainly on the new car side. I think that makes dealers more likely to trade out of a trade-in that might be a marginal unit for them, whereas two years ago they might have held onto that. I think we're seeing that starting to positively impact dealer consignment. I'm hopeful that will be a longer term trend, not just a short term phenomenon. I think most analysts, including yourself, are predicting that these inventory levels will remain somewhat elevated or back in the normal range, let's say, of what they used to be. As I mentioned in my remarks, the commercial volume, I think, continues to remain challenged for the next number of quarters, the end of next year. I think the real acceleration, John, is going to come in 2026. At the beginning of 2026, we're going to be three years on from when we started to see a significant ramp up in lease originations. That started happening in the beginning of 2023. I think coupled with that, we're going to see those leases come back. They won't have all the positive equity that current leases have, so a higher percentage of them will get returned. There'll be a higher percentage of EVs within that. A lot of those are going to get returned. That's kind of my expectation. Coincidentally, we were having a dealer advisory panel here at our office this afternoon, so I got to spend time with a bunch of our great customers, frankly, dealer customers. This was a topic of conversation. I'd say generally that's the feedback they have is that inventory, the ideal inventory for them over the next few quarters is going to continue to remain a little scarcer than they'd like, particularly on the used car side. They see that sort of changing really in a late 25 into 26 timeframe. I'm

going to jump in. That's a second question on the financing side. There's a lot of constant rumbling about the subprime consumer having a lot of trouble and the faults and delinquencies have risen to some degree. It doesn't necessarily translate into what you're doing on the financing and the foreclinic financing side on AFC. I'm just curious if there is any sort of contagion or anything you're seeing in your base of dealers on the AFC side where there's any incremental signs of trouble or they seem to be managing everything well and there's not any real step up in any for higher provisioning or anything like that there?

No, let me start. I'll hand this to Brad to go into more some of the specifics. John, we're not seeing that. We're actually kind of seeing the opposite of that. We're seeing the risk metrics at AFC improving, frankly. I think the nature of that business is we do get a little bit of forward view into the business. I feel good about that. AFC continues to perform well, is a strong contributor to our consolidated results, and had a good quarter. 39 million of adjusted EBITDA on the quarter was strong. It's got a strong and growing portfolio of products and services that are highly valued and highly differentiated with customers and obviously strong cash generation. We look forward to talking more about this on the 19th, by the way. I feel good about that. I think used vehicle values have stabilized. They're not declining like they were in that period where they dropped 20% over 18 months. I think that really helps improve our risk profile. Brad, do you want to add anything to share anything beyond that?

Yeah, no, John. I think I just restate what I said earlier in some of my remarks that independent dealers are being more disciplined around the absolute number of vehicles that they're carrying on their lots. We think that's good. We saw a period when vehicle values were declining, where the risk profile for the business and those dealers was different, particularly in 2023. That discipline, I would think, is a good positive thing. The recent reduction in interest rates has been helpful for those independent dealers. I think as we look forward to potential further interest rate cuts, I think that's going to make their floor plans more affordable. Just to answer your question a little bit more directly, in terms of any contagion from the retail dynamic that you mentioned, subprime dynamic, we're not seeing that. I will also just emphasize, as we always have been with this business, very disciplined underwriting, very, very strong risk management, close to the customer. We're out in these local markets with our branch locations. We're very close to the customer. We're really able to stay on top of things pretty nicely in terms of looking at the risk profile of individual accounts. We feel really good about where this business is at. Sounds good. Looking forward to the 19th. Thanks

so much, guys.

Thank

you,

Tom. The next question will come from Bob Lattic with CJS Securities. Please go ahead.

Hi, this is Will for Bob. Just one question. How is the mix of off-lease auctions changing, if at all, with lower off-lease volumes?

Will, thank you. I was going to say it hasn't changed much, but let me say one thing we've noticed is that as we've ramped up our -to-markets efforts, we're seeing much more participation by franchise dealers as buyers in our open marketplace. I think they're finally getting to learn that, hey, Openlane has a very unique and differentiated set of off-lease inventory flowing through that marketplace. We're seeing, on a -on-year basis, solid improvements in the number of off-lease vehicles selling in that open channel, in absolute numbers, and also in percentage terms. That's a real positive for us because, Will, that's our highest ARPU, revenue per unit channel, in the off-lease waterfall. I'm encouraged by that. We're seeing a small tick-up in the blended ARPU across the off-lease category. Again, that really is reflecting that the percentage of vehicles selling to the grounding dealer has declined modestly. We're seeing more vehicles flow through into those higher revenue channels. How that plays out over the next year, difficult for me to predict. We'll have to take it as it comes. It'll depend on a lot of factors, but the current trajectory is quite encouraging to me, at least.

Great. Thanks.

Thank you, Will. The next question will come from Gary Prestapino with Barrington Research. Please, go ahead.

Hi. Good morning. Good afternoon, Peter. Brad. Hey, Gary. Peter, could you maybe help us out here? You're talking about increased dealer participation. Your dealer consignment vehicles sold were up for the first time this year in any quarter. Can you slap some metrics around dealer participation and dealer recruitment?

Yeah, we don't disclose the exact numbers each quarter, Gary, but obviously we track the number of active buyers in our marketplace, the number of active sellers, both in terms of login activity, but also purchase activity, and then the total number of participants in total. As I mentioned, we saw good growth over the course of the quarter, particularly on the buyer side. That's encouraging. I think the market's been maybe a little bit more robust. Demand is strong, so that probably helps with buyer engagement and buyer activity as well. We have, in any given quarter, tens of thousands of active dealers on North American basis, probably in any given quarter, roughly a third on the sell side and two-thirds on the buy side. Obviously, a bunch of dealers are both buyers and sellers as well. Significant volume, significant share, and an opportunity for us, I think, to deepen our wallet share with those customers over time. Another thing that, and without going into all the details, when we did the car wave migration, and this is going back a little bit, but certainly when we migrated that platform, we encountered some headwinds. This is a year, year and a half ago. We've seen really robust improvement in our California market ever since we rebranded to Open Lane and the commercial inventory in there. That offering seems to be really, really strong, and we're seeing a lot of positive growth in that particular market as well, which is good to see.

I mean, are you being more proactive with dealer recruitment, or is just the word getting out that you know, it's getting to be an ease of use platform and it's generating good inventory looks, et cetera, et cetera, stuff like that?

Well, Gary, it's both. We are absolutely being more proactive. We have made increased investments in our -to-market, and the idea is to get the word out about the value that our platform creates for dealers. Again, I mentioned I was out with many dealers over the course of the quarter. I heard that firsthand from those dealers. They see our platform is differentiated. They see the value we're creating and the value they're getting through our channel that they're not getting in other places. We are being more proactive. That is true. The second thing is, I think word of mouth is getting out. I think the Open Lane brand transition happened actually just slightly less than a year ago. It was late October last year. We started 2024 with a new brand in the marketplace. Whether we like it or not, that creates a certain amount of readjustments and customers, who is this company, and all that kind of stuff. I think that's now behind us. In terms of the word getting out, there was a podcast and one of our dealer customers went on it last week. It's a well-known podcast in the industry. It's listened to by a lot of dealers. We had a customer on last week. He spoke about Open Lane delivering prices that he was not getting in any other channel, delivering a uniform sales process for his 50 franchisees. This is a sizable dealer group and creating outcomes for his business that were really, really strong. That was unsolicited feedback. I was obviously delighted to hear it, but that I would say is part of word getting out the dealer community that this platform can offer our customers a lot of value.

Just to add a little bit to what Peter said, not only are we making more assertive investments and go to market resources out in the field, but how we're deploying the existing field resources that we've had, we're also optimizing that. There are some changes that we've made around just how we drive our sales force and our teams out there. We're seeing some positive early results from that as well.

Okay. Thank

you.

Thank you, Gary.

The next question will come from Craig with Beard. Please go ahead.

Hey, good afternoon. If I could follow up on Gary's line of questioning, I'm curious about the path dealers take to becoming one of your customers on the sell side. Do they typically start as a buyer and then migrate as a seller, or are the paths more various than that?

It is more varied than that. First of all, thank you. Appreciate the questions. Good to hear from you. It is more varied. I will say a lot of dealers, their first experience with us is as a buyer. In the case of a lot of franchise dealers, that might be a buyer on one of our private label marketplaces where they may not even acknowledge that it's open lane, but they're buying in that OEM branded marketplace that we are operating. For a lot of dealers, that's the first experience. Obviously, through our -to-market efforts, we ultimately want to get to meet them and explain the full solution set that we offer and how this week can benefit them on the sell side as well. That's kind of a path. I think if we think of what are the easy things for a franchise dealer in particular to say yes to, well, should you be buying on your OEM branded private label site? Well, clearly yes. Every franchise dealer should be engaged in that marketplace to get access to that high quality in-brand inventory. Should you be a buyer in our open marketplace? Well, yes. There's differentiated inventory there. That's where it sort of lands first before it gets allocated to some other channel. That's a fairly easy sell. Then, does our selling solution create value for again, sometimes that's a little bit of a higher hurdle because they might say, well, I sell a physical auction. I've been doing it for 20 years and this is how I do it or I use somebody else. But as we sort of can get in and explain, hey, these cars are selling in a day. It's attractively priced. We're getting great price outcomes on these vehicles based on you know, customer feedback and data. We can generally find a way to get them at least into a trial mode and go on from there. Craig, I'm really pleased from talking with a bunch of these dealers how many dealers have fully integrated us into their process. I'm seeing more and more dealers integrating us at the sort of front end of the funnel. Numerous dealers, I spoke to say, they start their process with open links. They get these wholesale trades. They don't want them for the retail lot. They're going to start them on open lane. We're going to get the first shot. This is our off-least private label experience. We get the first shot there. Maybe we sell 50, 60, 70 percent. Then, what remains, maybe that goes to the local auction or goes to another channel. That's a positioning we really like to get to. We're there with a lot of dealers and we're going to keep trying to get there with more.

Thanks, Peter. Brad, maybe I'll take a shot on AFC. I know you've got this call upcoming, but I think internally you must have concluded the market doesn't quite value that properly. At a high level, how would you characterize fair value for AFC and what really drives that thinking?

Yeah, no, Craig. I appreciate the question. Listen, I think as we've studied this a little more recently, when we look at the financial performance and the performance metrics of this business, some of which Peter highlighted earlier, return on equity, just the earnings on a multiple of a price multiple to earnings. Listen, Craig, it would be inappropriate for me to comment on whether or not it's fairly valued or not. I'm going to leave that up to our investors and folks like you. Listen, we do believe that this business has got an opportunity to be better understood by the market and that's why we're going to be doing this session on the 19th. We think by providing enhanced information, enhanced disclosures as well as metrics, that there'll be an opportunity for there to be a better appreciation of the value of this business and also a strategic value to open Lane more broadly. I think that's kind of where we're at. We really like the business and quite frankly, Craig, the other thing I would say is the AFC business has become more of a bigger piece of the pie for Open Lane as Open Lane's transformation has occurred. As we got out of the salvage business and spun that out in 19, the US physical business that we sold a couple years ago, so it's just become a bigger piece of Open Lane and therefore we're going to be more intentional and more deliberate around how we explain it and how we position this business with you and our investment community.

Great. Looking forward to it.

Thank you.

Thank you, Craig. Your next question will come from John Healy with North Coast Research. Please go ahead.

Thanks for taking my question, Peter. I just wanted to ask a high-level question. You mentioned it twice now that 2025 might be a tough year for the commercial side. I think when you pencil out those -to-month fluctuations, there's some pretty steep declines that will happen on that side of the business next year. With that said, as you look at next year, do you view it as a year where you guys can grow volume in aggregate? Secondly, if off-leave volumes contract next year, does that actually create pressure on ARPU for Open Lane on the commercial side given that there'd be less cars at the top of the funnel? A top of the funnel would absorb those cars and potentially leave a void lower down the channel where you guys typically extract higher rates on those sales. Without giving guidance, I'm sure you're not ready to do that. We're just hoping you can coach us through that thought process a bit.

Yeah. Thanks, John. I appreciate the question. Obviously, the situation is somewhat nuanced, somewhat complex. None of us, I certainly can't predict the future, but here's what I'd say. What do we know? We know there's lower off-lease maturities in 2025. At the very top of the funnel, there's a lower volume because of lower lease originations three years prior. That's a fact. Offsetting that, we also expect the payoff rate, the amount of vehicles that are paid off pre-term to also decline somewhat. We expect this because customers expect this and they tell us this. That can actually serve to offset lower maturities depending on how those two intersect. I can't really predict how that's going to play. All I know that is in Q3, which is in this period of time we're talking about, we were able to grow our commercial volumes. We're off to, I think, a pretty good start. We're going to have to see how it two things that will govern the amount of volume we get. I view it as 2025, there are some headwinds there on the commercial side. I don't necessarily conclude that we can't grow our commercial volumes. We will see. We'll see how it tracks. We certainly anticipate continuing to lean into dealer volumes and growing that part of our business and growing that over the longer term. We're also looking to 2026 when we actually, again, as I've said, expect to see a significant improvement in off-lease maturities as well as a continued decline in the pre-term payoff rate. I think once we look to 2026 and 2027, we get into this sustained period where the commercial story becomes a really positive story for our company. That's my current expectation. Obviously, going through that period, we're not slowing down. 2025 might have some headwinds. We're not slowing down. We're investing in these commercial-seller relationships, as I talked about. We're deepening those relationships. Our commercial sellers see us as a value-added and differentiated partner. I mentioned one of them selling 95%. That's because we create value for that customer. It's not just giving us 95%. They're selling 95% because that's where they get the greatest value. Others telling us that we're getting a significant premium versus other channels. Others that are experimenting, how do I sell more cars in the open channel? Because I don't want to go back to sending 10,000 cars a month, putting them on trucks, sending them to physical auctions, incurring all that expense. How can I do more with you? These are all the things we're doing to deepen the relationship. I think the longer-term opportunity in commercial would be very, very positive for this company.

John, hey, listen, Brad here. I just add a couple things. We've modeled the scenario. I know your questions around volume and ARPU, but I'm going to maybe just bring it back, at least as we look into the foreseeable future in 2025, at least. We've modeled these, and I would say, three dimensions, a base case, maybe four dimensions. Base, better invest, and then there's a worst. At least from an overall financial performance perspective, even in a worst case, it's not really a significant headwind to us, to our marketplace business. From a base case and a better case, we feel like this is still going to be a pretty strong business for us as we work our way through this more difficult, challenging period of 2025.

Great. Thank you,

guys. Thank you, John.

This concludes our question and answer session. I would like to turn the conference back over to Mr. Peter Kelly for any closing remarks. Please go ahead.

Well, thank you for your questions, everybody, and thank you also for joining the call this afternoon. As I said at the beginning of the call, I believe our third quarter results clearly demonstrate the power of OpenLane, and I'm very optimistic in terms of how OpenLane is positioned to capture the opportunities that lie ahead. I appreciate your interest in our company, and we look forward to hosting you again for our AFC Investor Update on November 19th and our Q4 and Year-end Earnings Call, which will be early next year. We look forward to both of those and wish you all a very great evening. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.