OPENLANE, Inc.

Good day and welcome to the Open Lane fourth quarter and year end results 2024 conference call. All participants will be in listen only mode. Should you need assistance, please signal a conference specialist 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 touchtone phone. 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 Itano Areleru. Please go ahead.

Thanks, operator. Good afternoon, everyone. Welcome to Open Lane's fourth quarter and fiscal year 2024 earnings call. With me today are Peter Kelly, CEO of Open Lane, and Bradley Kea, EVP and CFO of Open Lane. Our remarks today include forward-looking statements within the meaning of the Private Securities Litigation 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. Peter?

Thank you, Itano, and good afternoon, everyone. I'm pleased to be here today to share Open Lane's fourth quarter and year-end results. I'll start with a few highlights but spend the majority of my time discussing our strategy and where Open Lane is headed. Brad will then walk you through the financials and provide our guidance for 2025. Open Lane had a very positive fourth quarter and full year 2024. Customers are responding to our unique offerings and the differentiated value we deliver in terms of ease, speed, and outcomes. The momentum that we're building in the market is tangible and all of this is reflected in our results. During the fourth quarter, we grew consolidated revenue by 12 percent and solidated adjusted EBITDA by 18 percent, driven mainly by a 9 percent increase in marketplace volumes. This marks the seventh straight quarter of -over-year volume growth in the marketplace segment, which included a 15 percent increase in dealer volumes. The marketplace also generated 31 million dollars in adjusted EBITDA during the quarter, an impressive 30 percent increase. On a full year basis, Open Lane generated 293 million dollars in adjusted EBITDA, driven by a 24 percent increase in marketplace adjusted EBITDA. We also generated 293 million dollars in cash flow from operations and our gross merchandise value grew 12 percent to 27 billion dollars, another powerful indicator of the momentum we're building in the market. I won't spend a lot of time on our finance segment today given our detailed AFC investor update last November but I will call out that AFC Group floor plan originations held the loan loss rate to its lowest level in eight quarters and generated 159 million dollars of adjusted EBITDA for the year. So in summary, Open Lane's consistent pattern of growth and financial performance clearly demonstrates the strong scalability characteristics of our asset light digital model and it fuels my optimism for our long-term growth in volume, market share and profitability. With that, let me turn to our strategy and how we plan to build on positive momentum. As a reminder, 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, by delivering the best marketplace, expanding to more buyers and more sellers and offering the most diverse commercial and dealer inventory available. Second, by delivering the best technology, 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 marketplace. As I approach my four-year anniversary as CEO, I believe Open Lane is better positioned than ever to deliver on these priorities based on the many positive changes we've made during this period. We acquired, integrated and consolidated new digital assets. We divested the physical assets, paid down debt and improved the strength of our balance sheet. We rebranded the company into what I believe is rapidly becoming the strongest brand in our industry. We enhanced our team with new digital talent and we unified our culture around our customers. We're a very different company today and I would argue a much better and stronger company as well. So when I think about our strategy, delivering the best marketplace, the best technology and the best customer experience, the word that I'm anchoring on for 2025 is execution. So building on all that we've accomplished to date, now is the time for us to execute and win. In terms of the marketplace, 2025 will be the bottom of the cycle for off-lease supply. We know that going in. However, we also have a clear line of sight that these volumes are coming back. New lease originations rose for the seventh straight quarter in Q4 and the majority of that volume will flow through open-lane first as those leases mature in 2026 and beyond. At the same time, our data and the industry data confirm that the equity gap between off-lease values and residual lease values continues to narrow. This means a lower percentage of lease vehicles will be paid off when they mature and that will also result in more volume flowing through our marketplace. So essentially, what was a double whammy for us over the past few years now looks set to become a double tailwind starting in 2026 and beyond. That is increased volumes of lease maturities and a declining payoff percentage and this will be to open-lane's benefit. We already support the majority of OEM and financial institution leasing programs in North America today and we were recently awarded back the off-lease remarketing business for a large OEM, which evidences open-lane's technology advantage, leading customer experience, depth of remarketing knowledge and expert decision support capability. So I feel very good about our growth potential in commercial but I'm equally optimistic about the opportunity in the -to-dealer space. So let me turn to that now. On the dealer front, our growth accelerated through every quarter in 2024 from lower volumes early in the year to single growth in Q3 and then 15% growth in Q4. Dealer listings grew, unique sellers and buyers grew and we had several record months in terms of new dealer signups in the United States. So there is a lot of positive momentum going into 2025 and there is still a lot of opportunity for growth. I remain fundamentally convinced that digital is the future. We have seen that in almost every industry. Open-lane offers a faster, more convenient solution that produces better outcomes for customers at a lower cost. That's something the physical auctions cannot easily replicate and it's something our customers are increasingly drawn to. We're seeing it in our positive NPS surveys, we're hearing it from customers during dealership visits and industry events and most importantly we're seeing it in our volume growth. So the TAM is very large, we are well positioned in dealer to dealer and I see this as a source of robust, long-term sustainable growth for Open-lane. Hopefully these perspectives help reinforce what I believe is a positive industry position for Open-lane as we look to 2025 and to the years that follow. And I'm confident we can capture these opportunities by continuing to invest in and execute on our strategy. In the middle of last year, we made some meaningful investments in our product, people and our -to-market approach. More sales, more marketing and more innovation, including our recent launch of OneApp in the US. This new version of our platform allows dealers to seamlessly toggle between buying and selling and creates a direct link between the open marketplace and our private label programs. This has two beneficial effects. First, it connects our private label franchise dealers directly into the Open-lane marketplace and it offers the off inventory that passes through the private labels to every franchise and independent dealer on our marketplace. More buyers, more sellers and more inventory. I don't think we've seen the full impact of these investments yet but our performance in the second half of the year definitely reflects some of the fruits of these investments. So we're going to lean in and invest further in delivering the best marketplace, the best technology and the best customer experience. We have a robust pipeline of innovations slated for 2025 that we look forward to sharing over the coming weeks and months. These include additional enhancements to our condition reports, deeper market insights around supply, demand, values and pricing, more AI enabled features and capabilities and more actionable data to help dealers make the best buying and selling decisions possible. To help promote these innovations and to stimulate even more dealer engagement, we're also investing in our -to-market approach. It's sometimes hard to believe that Open-lane has only been our flagship marketplace brand in the United States for 16 months. And I'm very pleased that both our internal surveys and third-party sources show that Open-lane is rapidly climbing the ranks of the most recognized and most preferred marketplace in the industry. Anecdotally, I had one Midwestern dealer tell me recently that six months ago he'd never heard of Open-lane, and now we're his preferred solution. That's encouraging and it reinforces to me that we're on the right track. So we will continue to lean into broader awareness campaigns to support new market expansion, more personalized journeys to stimulate engagement, and more targeted promotions to drive up transaction volume and wallet share. I had a West Coast dealer say to me during the fourth quarter that Open-lane is everywhere these days, and that's precisely our goal to be the first to mind, first to list, first to sell, and first to buy. And then finally we're investing more in people, more feet on the street, more sales resources, and a more personal support for our customers. As I've said before on these calls, Open-lane is a digital marketplace in a relationship business. The collaborative partnership approach we take with our customers fosters greater customer loyalty and ultimately will earn us a greater share of their business. As we've mentioned previously, we are making meaningful -to-market investments in our U.S. dealer business. We have made the strategic decision to invest now to further accelerate our dealer volumes and share. We're already very strong in commercial off-lease, and we believe that these volumes will begin to return in 2026 and continue to grow thereafter. But I want to be sure we are equally strong in -to-dealer, delivering growth in 2025, and continuing to grow as a multiplier to our commercial growth. These investments are reflected in our 2025 guidance, but you will also see our confidence in Open-lane's ability to both invest and grow revenue and also grow adjustably but simultaneously, just as we did in 2024. So overall, I believe we're well positioned to execute our strategy for growth, and I believe our key value proposition for investors remains compelling. Open-lane is an asset-light, highly scalable digital marketplace leader, focused on making wholesale easy for automotive dealers, manufacturers, and commercial sellers. There is a large addressable market in North America and in Europe, and we're uniquely well positioned with both dealer and commercial segments. Our technology advantage is a competitive differentiator that enables us to bring new products and features to market very quickly. Our floor plan finance business is a category leader that is highly synergistic with our marketplace. We are cash flow positive with a strong balance sheet and well positioned to invest in growth and deliver shareholder returns. And we believe that our business has the capabilities to deliver meaningful earnings growth over the next several years. So before I turn things over to Brad, I want to remind you that this will be his last earnings call with Open-lane. I appreciate his leadership and many contributions to our company. And we wish him all the best. As an update to our search, we have been actively evaluating CFO candidates for the past few months, and we look forward to introducing you to a new CFO when a final decision is made. So with that, I'll now turn the call over to Brad.

Thank you, Peter. We had a successful 2024 and fourth quarter, delivering strong operating and financial results. The investments made in innovation, our -to-market strategy, and our disciplined cost management culture are reflected in these results. The Open-lane team executed in a superior manner, resulting in a strengthened marketplace platform that is winning in the market and consistently delivering excellent and easier customer outcomes. As usual, certain comments 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 fourth quarter -over-year basis unless I state otherwise. I will start with the results at a consolidated level and will then cover segment results. Finally, I will wrap up with some commentary and expectations for 2025. Our consolidated revenue was $455 million, up 12%, the third consecutive quarter of top-line growth, reflecting improved momentum in each of our segments. Revenue growth was mainly driven by the 9% unit volume growth within our marketplace segment. Total cost of services was $245 million, up 19%, primarily due to increased marketplace volumes and mixed shift. Adjusted EBITDAs was $73 million, up 18%, while full-year adjusted EBITDAs was $293 million, up 8%, driven by increased marketplace volume, lower SG&A, and increased auction fees. Consolidated SG&A for the quarter was $100 million, down 2%, while full-year consolidated SG&A was $409 million, down 3%. This reflects the successful execution of our cost savings initiatives, which more than offset general inflationary headwinds and the incremental -to-market investments we made in the second half of 2024. The net decrease in SG&A is primarily attributed to lower compensation expenses and professional fees and the realization of cost savings from our technology platform consolidation initiative. As a company, we remain committed to maintaining a culture of cost management that will continue to unlock investment and growth and innovation. Turning to the marketplace segment, revenue increased 8% to $349 million. Our total volumes were up 9% with dealer volumes up 15% and commercial volumes up 5%. The dealer growth was fueled by successful investments in our US -to-market strategy, as well as increased demand in Canada. Auction fee revenue increased by 24%, driven primarily by 9% volume growth, sales mix, and auction fee price increases. As reported, services revenue was down 2%. However, excluding the transportation accounting change, services revenue increased by 1%. Gross profit was up 20%, primarily due to increased volumes and lower depreciation and amortization costs. Please note, we have updated our marketplace gross profit calculation. In our 10K, marketplace gross profit is now reported on a gap basis, which includes an allocation of depreciation and amortization within the cost of services. This method has been applied to comparable periods and a reconciliation to adjusted gross profit is now available in the mental materials posted on our website earlier today. Marketplace SG&A decreased by 1% in the fourth quarter and by 3% for the full year, driven by the factors discussed earlier. Marketplace adjusted EBITDA was $31 million, up 30%. Full year marketplace adjusted EBITDA was $135 million, up 24%. This improvement was driven by volume growth, higher auction fees, and lower cost. As Peter stated, 2024 was a strong year for our marketplace business. We are pleased to see OpenLane's momentum accelerate. Our dealer business is growing by offering a better, faster, higher value solution at a lower cost. This combination represents a highly scalable, competitively differentiated business model, particularly when compared to physical models. Our commercial business is a clear market leader and is well positioned to capture the benefits of the anticipated increase in lease maturities beginning in 2026. Our pipeline of innovation is extending our technology advantage and we believe our focus on customer experience creates the opportunity to position OpenLane as the most preferred digital marketplace provider. These are the changes we made in our November investor update, which is available on our investor relations webpage. We feel these enhancements will improve investor understanding of this business, better highlight AFC's top quartile performance metrics, and should improve one's ability to this meaningful part of OpenLane. Turning to our finance segment results, for the quarter, total finance revenues were down 5%, primarily driven by lower vehicle values, lower interest rates, and a decrease in days outstanding. This was partially offset by a modest increase in volumes. In the quarter, floor plan originations were up 6%, floor plan curtailments were down 7%, and total loan transactions were up 1%. The growth and floor plan originations was primarily due to two factors. First, we focused on organic growth initiatives during the quarter, which yielded positive results. Second, we saw a notable increase in independent dealer sentiment and health. Overall inventory on dealer lots increased in the quarter, and this was further supported by improved inventory turnover, evidenced by a decrease in days outstanding and a decrease in curtailments. Net finance margin was $78 million, reflecting a yield of 13.8%, up 50 basis points due to an increase in floor plan originations coupled with a decrease in average vehicle values. Finance segment adjusted EBITDA was $42 million, up 10%, and represented the first quarter of year over year adjusted EBITDA growth in eight quarters. This improvement reflects the improved dealer fundamentals already discussed, improved risk management, and disciplined cost management. Finance SG&A was down 6%, driven by factors discussed earlier. And from a risk management perspective, we were pleased with fourth quarter provision for credit losses of 1.9%. This is the lowest rate in eight quarters, reflecting improved fundamentals and our leading proprietary risk management capability. We saw consistent improvement in the frequency and severity of losses during the quarter and throughout 2024 as a whole, and we expect these improvements will continue through the first half of 2025. AFC's continued strong performance in 2024 can also be attributed to its unique service delivery model and robust customer relationships. As we've previously highlighted, AFC is a core business for Openlane that is complementary to our marketplace business. Its leading financial returns and risk management processes underscore AFC's overall strength and durability. In addition, AFC's strong cash flow characteristics fuel innovation across Openlane and strengthens our capital allocation strategy. Moving to the balance sheet and capital allocation, consistent with prior quarters, we continue to generate strong cash flow. We ended the year with an improved balance sheet and liquidity. We had 293 million of cash flow from operations, and our consolidated net leverage stands at approximately 0.3 times. This level of cash generation demonstrates the value of our asset-light, 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 2024, we bought back approximately 1.8 million shares as part of our share repurchase program. As of the end of 2024, we have approximately 100 million available for repurchase under the program. And our philosophy on share repurchases will remain principled and opportunistic. In addition, as mentioned in prior calls, we plan to use cash flow from operations and available liquidity to repay the 210 million senior note due in June of this year. Looking ahead to 2025, I'd like to provide some commentary on factors that we expect will impact our business performance this year. From an industry perspective and as discussed regularly the last year or two, we are now in the midst of the most challenging period of off-lease maturities and this low point will continue through 2025 until we expect to see improvements beginning in 2026. From a macro perspective, like all industries, we continue to experience a wide range of macro uncertainties. And more recently, this has resulted in a strengthening U.S. dollar which is creating some translation headwinds. In terms of our business portfolio, we completed the sale of our automotive key business in the fourth quarter. This service business was not core to our digital marketplace business model and represented approximately 2 to 3 percent of OpenLane's 2024 consolidated net revenue and adjusted EBITDA. The sale advances our strategy, further simplifies our business model, and enhances value for both our customers and investors. With regard to our -to-market initiatives, we plan to continue to make investments in the first half of 2025 consistent with the second half of 2024. We are seeing the returns from these incremental investments and therefore we have confidence further and ongoing investments will not only drive growth but will improve our customer experience. Given these factors and others, we expect our 2025 adjusted EBITDA to be between $290 and $310 million. And we expect our operating adjusted earnings per share to be between 90 cents and $1. Finally, we expect capital expenditures to be between $50 million and $55 million in 2025 which is in line with 2024. Further support for these guidance metrics are available in our earnings release published earlier today. To summarize our fourth quarter results, volumes grew by 9 percent driven by 15 percent dealer growth. Consolidated adjusted EBITDA grew 18 percent with marketplace adjusted EBITDA growth of 30 percent. And we generated 293 million of cash flow from operations for the year. As Peter mentioned earlier, this is my final OpenLane earnings call. So I want to close by expressing my appreciation and gratitude. It's been a privilege and an honor to serve at OpenLane. OpenLane has the right strategy, the right business model, and a talented winning leadership team who are committed to our purpose. Therefore, I remain optimistic about OpenLane's future. Peter, thank you and the entire OpenLane team for supporting me and making me a better leader. And finally, I want to thank our entire investment community for your support, insights, and trust. With that, I'll turn the call over to the operator for questions.

Thank you. We will now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. And the first question will be from Bob Labick from CJS Securities. Please go ahead.

Hi, this is Will for Bob. With the industry decline in all of these vehicles, how are dealers handling trade-ins? Are they keeping more and setting less self-sufficiency or, you know, volumes have been steady?

Thank you, Will. You know, volumes have been steady or strong. You know, our D2D volume growth in the fourth quarter was 15%. That's the strongest growth we had all year. So very pleased with that number. We grew our active base of sellers and buyers. You know, we had some really strong months of new dealer signups on the platform as well in the United States in the fourth quarter. So I was really pleased with all of that. And even though we didn't say it in our remarks, volume of listings, I believe, grew even faster than the 15% volume of sales. So I'm not noticing any lack of inventory out there at dealers, at least not to this point. So feeling good about that, Will. Thank you.

Thank you. Very helpful. And then just one more. Do you expect Canadian wholesale volumes to be, affected by tariffs or trade war? Thanks.

Yeah, I guess what I'd say to that is, first of all, you know, I think Open Lane is very well positioned to survive, you know, to prosper and do well in any sort of environment we find ourselves in. You know, if I look at the fourth quarter, we see progress, strong progress on the commercial front with commercial volume growth, new customer wins, and strong progress on the dealer front, you know, just which I was just speaking about. So, you know, I feel good about how we're positioned exiting the year and starting the new year with our asset light business model, with our strong balance sheet. And frankly, with the management team that has been through, you know, I'd say some challenging macro environments here over the last four years. So I feel really good about that. There's a lot of speculation out there about tariffs. Will they be applied? What will they apply to? Will they apply to used cars? What are the percentages? So there's a whole range of variables there that I don't really want to but I'm confident that this company is well positioned to prosper in whatever environment we find ourselves in.

Thank

you. Thanks, Will.

And the next question will be from Rajat Gupta from JP Morgan. Please go ahead.

Great. Thanks for taking the question. I just had one first question on the D2D volumes. Nice, nice acceleration here. Progress here to congrats on that. Curious if you could give us a sense of, you know, what do you think the market did in the quarter and what your share gains were in the US specifically? And then as a follow up question, you know, anything you could give us in terms of what's baked into your guidance? It's a wide range, obviously, in terms of your outlook for both dealer and commercial volumes.

Thanks. Thanks, Rajat. So let me take the first part of that question first. So I guess, yeah, in dealer, you know, I'm pleased with the performance in the quarter. As I mentioned, you know, it was our strongest quarter of the four quarters in 2024, 15% year on year growth. We saw solid growth in both United States and Canada. So good growth in both markets. I feel good about that as well. Not only volume growth, but volume growth on vehicles offered for sale and on participating sellers and buyers. So I feel really good about that. Your question had sort of specifics around the United States. You know, in the United States, I feel really good about the additional investments we leaned into sort of at the end of the second quarter, beginning of the third quarter. So that was a strategic decision we made coming off the open lane rebranding, the integration of the commercial inventory, we felt now was time to sort of, you know, hit the accelerator a little bit on our go to market approach. So we made some, I'd say, very targeted and thoughtful investments, both in technology, in sales and marketing efforts to go out there and sort of, you know, grow participation. And I see that paying off. I don't think we've seen the full payoff from that but I think some of the impacts of those investments were much, you know, drove the improving performance through the end of the fourth quarter. So feeling good about that. Frankly, that caused me to, you know, increase those investments slightly towards the end of the fourth quarter as well. So we've got some strong momentum here going into 2025. And, you know, I guess as I look at the US market, Rajat, you know, I see us as a fairly today, a fairly small player market share wise in a very large temp. Okay, so our market share in the US is relatively small, but our offering, I believe, is very, very strong. And, you know, I hear that feedback from our dealers when we talk to them, I see that in our NPS surveys, I see that in the repeat use and adoption we have in the platform. So I feel very bullish about the D2D market. And I look at the sort of D2D opportunity as a source of sustainable long term growth for this company. So that's kind of how I'm looking at it. And that's how we're going to go after it. You know, on the commercial side, you know, obviously, our commercial footprint, particularly with off lease sellers is a, you know, one of the things that makes this company unique. It's a strong source of differentiation. So again, I feel really good about that. It happens, as you know, that 2025 will be a challenging year in terms of overall commercial off lease volumes because of low lease originations in 2022. So that's a known factor going in. Our guidance reflects that. But, you know, what I take a lot of confidence from is that despite that, and by the way, that was also the case in Q4. So, you know, commercial volume maturities in Q4 were down versus Q4 of the prior year. But nonetheless, our business delivered a very strong performance. So I'm looking at a continued strong performance on the commercial side of this business in 2025. And then the acceleration of that in 26, 7 and beyond. And I think, so when I sort of put those two things together of a, you know, a dealer business that's growing steadily over time, where we can grow our share, grow our customer base and grow our TAM. Alongside that, a commercial business that's going to start accelerating in 26, 7 and 8. Alongside that, a strong finance business that's, you know, delivering outstanding results. You know, I kind of put that together into a very strong opportunity here for Open Lane. And that's what has, you know, that's what has me excited about the prospects for this company.

Understood. Great. Thanks for the call. I'll jump back in.

And the next question will be from Craig Kennison from Baird. Please go ahead.

Hey, good afternoon. Thanks for taking my question. And Brad, just want to wish you well. You had a very positive impact on Open Lane. Maybe I'll start with you, Brad. I see a line item on the cash flow statement tied to what looks like about $80 million. Is that basically the key business?

Yeah, that's accurate.

That's accurate. Okay. Thank you for that. And, you know, Peter, I think you mentioned on the off-leave side, you had an award back. Maybe just add a little color to whether that's an incremental share gain or a customer that had left and come back or just a renewal of a customer that had already been with you.

Yeah, Craig, thank you. It's more a question of a customer that had left and come back. We don't typically talk about customer wins and losses, but I can recall in a prior earnings call that came up as a question with this specific customer. So it was probably four years ago that customer left. So they've had three years on an alternative platform. And this would be year four. They ran an RFP late last year. We were successful. So we will be onboarding that customer towards the end of this year. It won't have any real material volume impact in 2025. I want to clear about that. In fact, we'll incur some costs in the implementation of the process in 2025. And again, that's reflected in our guidance. But the volumes will start to show up in 2026 and beyond. So I would consider that incremental share at this point, although it was a win back from, you know, from four years ago, let's say.

Thank you. And then, Peter, just a few moments ago in response to another question, you talked about integrating commercial inventory on the dealer platform. Can you just shed a little more light on exactly what that means?

Yeah, thanks, Craig. So again, you know, the focus here being innovation, making the process easy, and how our combined platform as we integrate these digital assets, enables us to sort of innovate faster, move faster, etc. So let me touch on two sides of that. So first of all, just over a year ago, when we launched the Open Lane Marketplace brand in the US, that's when we integrated the commercial off-lease inventory when it hits the open cycle, okay, the open part of its lifecycle into the, what up to that point was the backlog cars marketplace. And then we rebranded all of that to Open Lane. That was our Open Lane launch. So what we've seen since then, frankly, Craig, first of all, we've seen a significant increase in the volume of vehicles being purchased by franchise dealers. And that's very encouraging. It's also understandable because these off-lease vehicles would typically appeal more to a franchise dealer audience. But we've seen strong growth there and continuing growth in terms of the numbers of franchise dealers that are logging on as buyers in our Open Lane Marketplace. So obviously, that's a positive, we want to keep that going. What we launched with one app here just last month, what that did, Craig, was we, when a dealer logs onto the Open Lane Marketplace or the Open Lane app on their phone, if they're a franchise dealer and they have access to the private labels, let's say they're a, well, let's say they're a franchise that has that we support their brand. And that's obviously the majority of franchise dealers out there. They can find within the app a seamless single sign-on login to their private label. So to some extent, we're trying to make that app sort of an anchor point for the dealer so that they can launch into their private label, but also they can buy cars in the open, and of course they can sell. So that was kind of what the thinking behind the one app, and that's now live with our customers, and we're excited about that. So yeah, hopefully that explains it for you,

Craig. Yes, it does. Thank you.

Welcome.

And the next question will be from John Murphy from Bank of America. Please go ahead.

Good evening, everybody. Peter and I, when we look at the adjusted EBITDA for 2024 full year, you'd mentioned the key was 2% to 3%. So if you adjust the midpoint of that, you get about $286 million of EBITDA as sort of the base versus the $290 to $310 or sort of $300 million at the midpoint. So it indicates about 5% organic EBITDA growth. Can you just kind of talk about, you know, between marketplace and AFC, you know, where you see sort of that growth coming from? Because it sounds like, you know, from a volume perspective, there's going to be some challenges, you know, and without that volume, you know, AFC might not actually see that much long growth. So just curious between the two segments where you think that 5% EBITDA growth will come from and how it'll be generated.

Yeah. Well, thanks, John. So let me comment first of all on the guidance at a sort of a high level, then I'll get a little bit more into the details of your question as well. So first of all, in terms of the guidance overall, you know, there are four factors I think of, and Brad referenced them, I'll just repeat them here in terms of how to think about our guidance. One is the sale of automotive key business, you're right, 2% to 3% of revenue, 2% to 3% of last year's EBITDA. That's not, you know, that's obviously taken out of our guidance. You've done that math already. You know, I think the strong US dollar has created a little bit of a headwind on some of our, you know, Canadian and European profits. Okay. I don't overstate that, but you can do the math on that. But there's a little bit of a headwind there reflected in that. And then I think the one you mentioned, commercial volume headwinds, for sure. We recognize going in, this is a year of lower off-lease maturity. So that's been reflected. And then finally, increased investments in the US go to market. We made some investments in late Q2. We added a little addition to that in late Q4. We will have the full year sort of carry of those investments through all of 2025. Now, withstanding that, you know, we forecast a strong year of with increased EBITDA despite, you know, despite that headwind on the commercial side. So I feel really good about that. In terms of contribution, I would say most of the incremental dollars in our model are on the marketplace side. Okay. So we'll see how the year plays. I was pleasantly, I won't say surprised, but I was pleased with the AFC performance we saw in the fourth quarter. But in terms of our guidance, I'd say most of that gain would be on the marketplace side of the business. That's right.

Okay. And then just a second question. You know, I mean, you keep talking about sort of changes to the product in one app and sort of, you know, how you're marketing and going to market to the customer. You know, when you talk about the technology, some of it sounds very intuitive in that idea of baking in the closed private label auctions into the app. So it's, you know, one entry point in one place or landing spot for the dealer. It sounds like it's very intuitive and makes a lot of sense. But is there any confusion, you know, in the market as you're changing this technology with dealers that are literally just trying to buy and sell at a wholesale level and then buy and sell on the, or resell, I should say, on the retail side? You know, is there any kind of growing pains as you're kind of making these adjustments? Or are the dealers very receptive and tech savvy, maybe even more so than a dumb, you know, auto analyst might be, you know, to kind of absorb these things and really leverage the power in doing so? Because some of it sounds confusing. Some of it actually sounds very exciting. I'm just curious, you know, what their aptitude is for really leveraging the tech.

Yeah, you know, John's a very good question. And I guess what, here's what I'd say. First of all, dealers give us high marks on the ease and simplicity of our platform to use. Like when we talk to our dealers, a lot of dealers tell us, your marketplace from a use perspective, it's my favorite one of all, because it's so easy to use. So there's a lot of sort of sophistication behind the scenes. We try to make the experience very easy. You know, do we succeed all the time? Perhaps not. But I think we do pretty well on that front. Now, the downside of that, John, is dealers, you know, they build a habit of, you know, the app works like this, and the buttons are here, and I know how to use it. And it's almost second nature. So when you change stuff, you'll get a, you'll typically get a range of feedback. Some maybe early adopters will love it. And some people like, what just happened? So you got to be careful on that. I think we're, we try to be very thoughtful about that. We try to do A-B testing, we try to roll out a new feature to a smaller audience first and iterate through it and do all those types of things. So yeah, I think we got to be careful about moving people's cheese. I think that's the that's the expression. I will say though, you know, you know, I mentioned that dealer in the Midwest who said he'd never heard about Openlane till six months ago. The odd thing about that dealer, that dealer had been buying on a private label side of ours for probably over a decade. He just didn't know it was open, because it was branded as an OEM. Right? And Openlane was sort of invisible in that process. But we knew that customer. Right? So what we're trying to do, John, with some of these changes and, you know, is kind of bring, have these sort of dealers realize, oh, this is a company I'm, I'm well aware of, I've been doing business with them, I've had a good experience for a long time. Oh, and now I've got the opportunity to sell my wholesale units to them. And that's part of our sort of go to market angle as well.

And

then just that's

helpful. That's just one last question. You're talking about dealer to dealer, you know, quite a bit, which I, you know, makes, obviously, a ton of sense as a growth area. But I've never really heard you guys, you know, draw a line of demarcation of what percent is, or what portion is franchise dealer versus independent used car, you know, dealers. And it sounds like the franchise dealers are growing part of the pie, maybe on the buy and sell side. Is there any kind of dimension you could give us there on the growth between the two or how much franchise is driving the growth versus the independence?

We don't break it out hard and fast, John, but I'd say if to give you sort of rough understanding of it, the commercial volume that we sell, most of that volume is purchased by franchise dealers. You could say 70-ish percent of the commercial cars we sell is purchased by franchise dealers. Within the dealer to dealer market, most of the volume offered for sale is from franchise dealers. And when I say most, 70-80 percent. And most of the volume purchased is purchased by independent dealers. And again, 70-80 percent. That's rough math, but that's directionally, you know, directionally accurate enough for, you know, to give you an understanding of the business.

But is there an opportunity on the franchise dealer side to increase that, you know, even potentially even more on the buy side equation?

On both. I mean, there's an opportunity to increase it on the sell side for sure. And obviously, we'd hope on the buy side as well. Yeah. All right. Very helpful. Thank you. Thank you, John.

And again, if you would like to ask a question, please press star then one. The next question is from Brett Jordan from Jefferies. Please go ahead.

Hey, guys. Hi, Brett. As you look at 25, and I guess with a couple of new entrants in the auction space that used to be primarily salvage and the other legacy whole car guys, do you see the environment becoming more competitive, I guess, from a promotional standpoint or just the struggle for market share and what's at least the commercial side sort of cyclically pressured? Or is the current state of competition sort of what we could expect to be seeing through 25?

Yeah, Brett, you know, I don't count. We don't have comment on any one specific competitor. I actually don't see it like you see it. I actually see it maybe the opposite that the choices are being maybe more clarified for customers. But we'll see. But I guess here's what I would say. First of all, when I think about our company, Open Lane, I feel really good about the positioning that we have. You know, I think our positioning actually is better than ever, both whether it's with commercial sellers or with franchise dealers or independent dealers. And I think that's also reflected, you know, not just in our own internal surveys, but through some third party surveys as well. You know, asking dealers who are your most preferred wholesale auctions, Open Lane, have been rising the ranks. And we've only been in market in the U.S. again with the Open Lane brand for 16 months. So I feel good about that. I feel good about our strategy, you know, delivering the better marketplace, delivering better technology and improving the customer experience. I think we've got a really strong differentiation on the commercial seller side. You know, we are the leader with off-leash remarketing. 2025 will be a challenge. But those volumes are going to grow in 26, 7 and beyond. We're a leader there. That's also a strong source of volume growth as well. And I feel like our dealer to dealer offering is stronger than it's ever been. You know, I think we're getting better outcomes. We're seeing more customers participating. And I think, you know, again, like I said in a remark earlier, we're a relatively small market share in a big tan, but we've got a really strong offering. So I think, you know, viewed over the long term, we're going to grow our volume and gain share in that category. So listen, I'm focused on what we offer. And I'm feeling really good about what we offer -a-vis what competitors might offer at the present time.

Okay. And I guess within just from a modeling standpoint, in 22 lease originations troughed, is there any notable quarter that had the least or was it just sort of low lease originations through the year, just given the shortage of

Well, if we looked at the year, the quarterly year on year decline, you know, in lease originations, they were sort of at their max in Q1 and Q2 of 2022. Okay. And then they started to diminish, you know, in Q3 and four, and then they I believe they returned to growth in Q2 of 2023. So we kind of, you know, take a roughly three year lag to that, you know, to think of our maturity profile. And then the wild card in there is if the consumer payoff percentage, which has been declining slowly, it hasn't declined, it's still way higher than it was pre COVID. Okay, want to be clear about that, but it has been declining modestly. If that continues to decline, that could, you know, cause a little acceleration in some of these in some of the pace of return. But I don't want to sort of place a bet on that at this moment in time.

Do tariffs change the consumer payoff if the cost of a new vehicle goes up by $5,000 because of on average because of tariffs? Does that do you think that drives up the underlying use value and creates

a

more attractive environment?

It probably doesn't help. To be honest, Brett, like I think if new vehicle values go up by X, you could probably assume used vehicle values go up by about half of X. The the the off lease equity gap has been narrowing. And that's, you know, that's leading to some, you know, this consumer payoff percentage declining, which is what I referenced. But, you know, that trend might cause, you know, a bit of a delay to that. I don't think it changes the overall narrative, but it might be it might just push it out, you know, a quarter or something like that. But yeah, we'll have to see how that plays. Thank you. You're welcome, Brett.

And ladies and gentlemen, this concludes today's question and answer session. I will turn the conference back to Peter Kelly for any closing remarks.

Well, thank you, Chad. And thank you, everybody for your questions and your continued interest and support of Open Lane. You know, I mentioned during the call, I believe we've entered 2025 with positive momentum. Our marketplace is well positioned for long term sustained growth in both dealer and commercial. We have a category leading finance business, and we're continuing to extend our technology advantage on multiple fronts. So I remain very optimistic for Open Lane's future, and I look forward to updating you on our progress on our first quarter performance later this spring. Thank you, everybody. Have a good evening.

And thank you, sir. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.