オープンレーンの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 7, 2025

OPENLANE, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11299 N. Illinois Street, Suite 500

Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KAR

New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2025, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025. OPENLANE will host an earnings conference call and webcast, Wednesday, May 7, 2025 at 5:00 p.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The press release dated May 7, 2025 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.

On May 7, 2025, OPENLANE also posted supplemental financial information for the three months ended March 31, 2025, and Earnings Slides for the three months ended March 31, 2025. The supplemental financial information and Earnings Slides can be located at the investor relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on May 7, 2025 are attached to this Current Report on Form 8-K as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference in their entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 Press release date d May 7 , 2025 – "OPE NLANE, Inc. Reports First Quarter 202 5 Financial Results"

99.2 OPENLANE, Inc. First Quarter 202 5 Supplemental Financial Information – May 7 , 2025

99.3 OPENLANE, Inc. First Quarter 202 5 Earnings Slides – May 7 , 2025

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

SIGNATURE

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


Dated: May 7, 2025			OPENLANE, Inc.


			/s/ CHARLES S. COLEMAN
			Charles S. Coleman Executive Vice President, Chief Legal Officer and Secretary

EX-99.1 2 exhibit991-q12025earningsr.htm EXHIBIT 99.1 - EARNINGS RELEASE Document

EXHIBIT 99.1


EARNINGS RELEASE

For Immediate Release

Analyst Inquiries: Media Inquiries:

Jared Harnish Laurie Dippold

(317) 249-4559 (317) 468-3900

investor_relations@openlane.com laurie.dippold@openlane.com

OPENLANE, Inc. Reports First Quarter 2025 Financial Results

•Marketplace dealer volume growth of 15% YoY

•Revenue of $460 million, representing 7% YoY growth, driven by 10% YoY Marketplace growth

•Income from continuing operations of $37 million, representing 99% YoY growth

•Adjusted EBITDA of $83 million, representing 11% YoY growth

•Cash flow from operating activities of $123 million, representing 22% YoY growth

•Authorized new $250 million share repurchase program

Carmel, IN, May 7, 2025 — OPENLANE, Inc. (NYSE: KAR), today reported its first quarter financial results for the period ended March 31, 2025.

"OPENLANE delivered a strong start to 2025, building on our positive momentum and delivering record performance in many areas, particularly within the marketplace business," said Peter Kelly, CEO of OPENLANE. "We grew revenue by 7%, delivered $83 million in Adjusted EBITDA and generated $123 million in cash flow from operations. It is clear that the OPENLANE brand is becoming more differentiated and valued in the eyes of our growing customer base, and I remain confident about OPENLANE’s positioning for long-term growth."

"Looking ahead, there are still many questions and unknowns relating to tariffs and their potential impact on the industry. We are operating with discipline, considering all potential scenarios and actively communicating with our customers. Given the asset-light, strong cash generation and resilient characteristics of our business, all evidenced in our Q1 performance, I believe OPENLANE is better positioned than ever to adapt, react and successfully navigate the environment."

2025 Guidance

The company is maintaining its previously stated annual guidance.


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

* The company uses the two-class method of calculating income from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares.

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

Earnings guidance does not contemplate future items such as business development activities, strategic developments (such as restructurings, spin-offs or dispositions of assets or investments), contingent purchase price adjustments, significant expenses related to litigation, tax adjustments, adverse changes in the value of foreign currencies relative to the U.S. dollar, changes in applicable laws and regulations (including significant accounting, tax and trade matters) and intangible impairments.

The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. Prospective quantification of these items is generally not practicable. Operating adjusted net income from continuing operations per share excludes amortization expense associated with acquired intangible assets, as well as one-time charges, net of taxes. See reconciliations of the company's guidance included below.

Share Repurchase Authorization

The board of directors approved a new share repurchase authorization of up to $250 million of the Company’s outstanding common stock through December 31, 2026. This share repurchase program replaces the prior program which had approximately $100 million remaining through December 31, 2025.

Earnings Conference Call Information

OPENLANE will be hosting an earnings conference call and webcast on Wednesday, May 7, 2025 at 5:00 p.m. ET. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s first quarter 2025 results is available at the investor relations section of corporate.openlane.com.

The archive of the webcast will be available following the call at the investor relations section of corporate.openlane.com for a limited time.

About OPENLANE

OPENLANE, Inc. (NYSE: KAR), provides sellers and buyers across the global wholesale used vehicle industry with innovative, technology-driven remarketing solutions. OPENLANE's unique end-to-end platform supports whole car, financing, logistics and other ancillary and related services. Our integrated marketplaces reduce risk, improve transparency and streamline transactions for customers around the globe. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.

Forward-Looking Statements

Certain statements contained in this release include, and the company may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts (including but not limited to statements regarding our growth opportunities and strategies, industry outlook, competitive position, business and investment plans and initiatives, the impact of macroeconomic conditions, tariffs and global trade policy, and 2025 financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend," “contemplate,” "plan," "believe," "seek," "estimate," "assume," “can,” "could," "continue,” "of the opinion," "confident," "is set," "is on track," "outlook," “target,” “position,” “predict,” “initiative," "goal," "opportunity" and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in the company's annual and quarterly periodic reports, and in the company's other filings and reports filed with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this release. The company undertakes no obligation to update any forward-looking statements.

OPENLANE, Inc.

Condensed Consolidated Statements of Income

(In millions) (Unaudited)


	Three Months Ended March 31,
	2025		2024
Operating revenues
Auction fees	$	125.2	$	109.9
Service revenue	140.3		150.2
Purchased vehicle sales	85.7		58.2
Finance revenue	108.9		111.6
Total operating revenues	460.1		429.9

Operating expenses
Cost of services (exclusive of depreciation and amortization)	241.6		213.9
Finance interest expense	27.6		32.6
Provision for credit losses	9.3		15.8
Selling, general and administrative	107.2		106.5
Depreciation and amortization	22.7		24.3
Total operating expenses	408.4		393.1

Operating profit	51.7		36.8

Interest expense	4.0		7.1
Other (income) expense, net	(5.0)		0.5

Income from continuing operations before income taxes	52.7		29.2

Income taxes	15.8		10.7

Income from continuing operations	36.9		18.5
Income from discontinued operations, net of income taxes	—		—
Net income	$	36.9	$	18.5

Net income per share - basic
Income from continuing operations	$	0.18	$	0.05
Income from discontinued operations	—		—
Net income per share - basic	$	0.18	$	0.05

Net income per share - diluted
Income from continuing operations	$	0.18	$	0.05
Income from discontinued operations	—		—
Net income per share - diluted	$	0.18	$	0.05

OPENLANE, Inc.

Condensed Consolidated Balance Sheets

(In millions) (Unaudited)


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	220.5	$	143.0
Restricted cash	36.0		40.7
Trade receivables, net of allowances	345.4		248.2
Finance receivables, net of allowances	2,333.2		2,322.7
Other current assets	110.5		96.9
Total current assets	3,045.6		2,851.5

Goodwill	1,228.0		1,222.9
Customer relationships, net of accumulated amortization	113.8		117.7
Operating lease right-of-use assets	64.9		67.1
Property and equipment, net of accumulated depreciation	146.8		149.3
Intangible and other assets	207.3		213.8
Total assets	$	4,806.4	$	4,622.3

Current liabilities, excluding obligations collateralized by finance receivables and current maturities of debt	$	835.4	$	682.7
Obligations collateralized by finance receivables	1,659.5		1,660.3
Current maturities of debt	225.8		222.5
Total current liabilities	2,720.7		2,565.5

Long-term debt	—		—
Operating lease liabilities	58.2		60.4
Other non-current liabilities	42.6		41.2
Temporary equity	612.5		612.5
Stockholders’ equity	1,372.4		1,342.7
Total liabilities, temporary equity and stockholders’ equity	$	4,806.4	$	4,622.3

OPENLANE, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions) (Unaudited)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net income	$	36.9	$	18.5
Net income from discontinued operations	—		—
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22.7		24.3
Provision for credit losses	9.3		15.8
Deferred income taxes	2.4		(1.5)
Amortization of debt issuance costs	2.2		2.2
Stock-based compensation	1.7		6.6
Other non-cash, net	0.2		0.1
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables and other assets	(109.3)		(113.6)
Accounts payable and accrued expenses	156.5		147.8
Net cash provided by operating activities - continuing operations	122.6		100.2
Net cash used by operating activities - discontinued operations	—		—
Investing activities
Net increase in finance receivables held for investment	(19.8)		(26.4)
Purchases of property, equipment and computer software	(11.9)		(12.9)
Investments in securities	(0.6)		(0.4)
Proceeds from the sale of property and equipment	0.4		—
Net cash used by investing activities - continuing operations	(31.9)		(39.7)
Net cash provided by investing activities - discontinued operations	—		—
Financing activities
Net (decrease) increase in book overdrafts	(5.0)		17.0
Net borrowings from (repayments of) lines of credit	1.7		(33.2)
Net decrease in obligations collateralized by finance receivables	(2.2)		(32.8)
Payments for debt issuance costs/amendments	(0.1)		(1.9)
Payments on finance leases	—		(0.3)
Issuance of common stock under stock plans	2.1		0.4
Tax withholding payments for vested RSUs	(4.2)		(1.7)
Repurchase and retirement of common stock	(0.1)		—
Dividends paid on Series A Preferred Stock	(11.1)		(11.1)
Net cash used by financing activities - continuing operations	(18.9)		(63.6)
Net cash provided by financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate changes on cash	1.0		(4.9)
Net increase (decrease) in cash, cash equivalents and restricted cash	72.8		(8.0)
Cash, cash equivalents and restricted cash at beginning of period	183.7		158.9
Cash, cash equivalents and restricted cash at end of period	$	256.5	$	150.9
Cash paid for interest	$	26.1	$	36.2
Cash paid for taxes, net of refunds - continuing operations	$	18.1	$	15.4
Cash paid for taxes, net of refunds - discontinued operations	$	(1.5)	$	0.2

OPENLANE, Inc.

Reconciliation of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, operating adjusted net income (loss) and operating adjusted net income (loss) per share as presented herein are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). They are not measurements of our financial performance under GAAP and should not be considered as substitutes for net income (loss), operating profit (loss) or any other performance measures derived in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of the company’s results period over period and for the other reasons set forth below.

EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.

Depreciation expense for property and equipment and amortization expense of capitalized internally developed software costs relate to ongoing capital expenditures; however, amortization expense associated with acquired intangible assets, such as customer relationships, software, tradenames and noncompete agreements are not representative of ongoing capital expenditures, but have a continuing effect on our reported results. Non-GAAP financial measures of operating adjusted net income (loss) and operating adjusted net income (loss) per share, in the opinion of the company, provide comparability of the company's performance to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. In addition, operating adjusted net income (loss) and operating adjusted net income (loss) per share may include adjustments for certain other charges.

EBITDA, Adjusted EBITDA, operating adjusted net income (loss) and operating adjusted net income (loss) per share have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.

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


	Three Months Ended March 31,
(In millions), (Unaudited)	2025		2024
Income from continuing operations	$	36.9	$	18.5
Add back:
Income taxes	15.8		10.7
Finance interest expense	27.6		32.6
Interest expense, net of interest income	3.4		6.7
Depreciation and amortization	22.7		24.3
EBITDA	106.4		92.8
Non-cash stock-based compensation	2.0		7.0
Acquisition related costs	—		0.3
Securitization interest	(25.1)		(29.9)
Severance	2.0		1.7
Foreign currency (gains)/losses	(3.3)		2.0
Professional fees related to business improvement efforts	—		0.8
Other	0.8		0.1
Total addbacks (deductions)	(23.6)		(18.0)
Adjusted EBITDA	$	82.8	$	74.8


	Three Months Ended March 31, 2025
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	7.3	$	29.6	$	36.9
Add back:
Income taxes	5.8		10.0		15.8
Finance interest expense	—		27.6		27.6
Interest expense, net of interest income	3.4		—		3.4
Depreciation and amortization	19.7		3.0		22.7
EBITDA	36.2		70.2		106.4
Non-cash stock-based compensation	1.5		0.5		2.0
Securitization interest	—		(25.1)		(25.1)
Severance	2.0		—		2.0
Foreign currency (gains) losses	(3.3)		—		(3.3)
Other	0.7		0.1		0.8
Total addbacks (deductions)	0.9		(24.5)		(23.6)
Adjusted EBITDA	$	37.1	$	45.7	$	82.8

The following table reconciles operating adjusted net income and operating adjusted net income per diluted share to net income from continuing operations for the periods presented:


	Three Months Ended March 31,
(In millions, except per share amounts), (Unaudited)	2025		2024
Net income from continuing operations	$	36.9	$	18.5
Acquired amortization expense	8.3		9.3
Income taxes (1)	(1.1)		(0.4)
Operating adjusted net income from continuing operations	$	44.1	$	27.4

Operating adjusted net income from discontinued operations	$	—	$	—

Operating adjusted net income	$	44.1	$	27.4

Operating adjusted net income from continuing operations per share - diluted (2)	$	0.31	$	0.19
Operating adjusted net income from discontinued operations per share - diluted	—		—
Operating adjusted net income per share - diluted	$	0.31	$	0.19

Weighted average diluted shares - including assumed conversion of preferred shares	144.3		144.9

(1)For the three months ended March 31, 2025 and 2024, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $36.7 million valuation allowance against the U.S. net deferred tax asset.

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

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


	2025 Guidance
(In millions), (Unaudited)	Low		High
Income from continuing operations	$	100	$	114
Add back:
Income taxes	47		53
Finance interest expense	110		110
Interest expense, net of interest income	12		12
Depreciation and amortization	94		94
EBITDA	363		383
Total addbacks (deductions), net	(73)		(73)
Adjusted EBITDA	$	290	$	310

The following table reconciles operating adjusted net income from continuing operations and operating adjusted net income from continuing operations per diluted share to income from continuing operations for the 2025 guidance presented:


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

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

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

EX-99.2 3 exhibit992-q12025ersupplem.htm EXHIBIT 99.2 - EARNINGS RELEASE SUPPLEMENT Document

EXHIBIT 99.2

OPENLANE, Inc.

First Quarter 2025 Supplemental Financial Information

May 7, 2025

OPENLANE, Inc.

EBITDA and Adjusted EBITDA Measures

EBITDA and Adjusted EBITDA as presented herein are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). They are not measurements of our financial performance under GAAP and should not be considered as substitutes for net income (loss), operating profit (loss) or any other performance measures derived in accordance with GAAP.

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


	Three Months Ended March 31, 2025
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income from continuing operations	$	7.3	$	29.6	$	36.9
Add back:
Income taxes	5.8		10.0		15.8
Finance interest expense	—		27.6		27.6
Interest expense, net of interest income	3.4		—		3.4
Depreciation and amortization	19.7		3.0		22.7
EBITDA	36.2		70.2		106.4
Non-cash stock-based compensation	1.5		0.5		2.0
Securitization interest	—		(25.1)		(25.1)
Severance	2.0		—		2.0
Foreign currency (gains) losses	(3.3)		—		(3.3)
Other	0.7		0.1		0.8
Total addbacks (deductions)	0.9		(24.5)		(23.6)
Adjusted EBITDA	$	37.1	$	45.7	$	82.8


	Three Months Ended March 31, 2024
(Dollars in millions), (Unaudited)	Marketplace		Finance		Consolidated
Income (loss) from continuing operations	$	(12.9)	$	31.4	$	18.5
Add back:
Income taxes	0.2		10.5		10.7
Finance interest expense	—		32.6		32.6
Interest expense, net of interest income	6.7		—		6.7
Depreciation and amortization	21.6		2.7		24.3
Intercompany interest	9.9		(9.9)		—
EBITDA	25.5		67.3		92.8
Non-cash stock-based compensation	5.2		1.8		7.0
Acquisition related costs	0.3		—		0.3
Securitization interest	—		(29.9)		(29.9)
Severance	1.4		0.3		1.7
Foreign currency (gains) losses	2.0		—		2.0
Professional fees related to business improvement efforts	0.6		0.2		0.8
Other	0.1		—		0.1
Total addbacks (deductions)	9.6		(27.6)		(18.0)
Adjusted EBITDA	$	35.1	$	39.7	$	74.8

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


	Three Months Ended								Twelve Months Ended
(Dollars in millions), (Unaudited)	June 30, 2024		September 30, 2024		December 31, 2024		March 31, 2025		March 31, 2025
Net income	$	10.7	$	28.4	$	52.3	$	36.9	$	128.3
Less: Income from discontinued operations	—		—		—		—		—
Income from continuing operations	10.7		28.4		52.3		36.9		128.3
Add back:
Income taxes	7.5		13.1		16.7		15.8		53.1
Finance interest expense	31.9		30.7		28.3		27.6		118.5
Interest expense, net of interest income	5.2		4.2		4.1		3.4		16.9
Depreciation and amortization	24.1		23.8		23.0		22.7		93.6
EBITDA	79.4		100.2		124.4		106.4		410.4
Non-cash stock-based compensation	3.7		4.1		1.1		2.0		10.9
Acquisition related costs	0.2		—		0.1		—		0.3
Securitization interest	(29.2)		(27.9)		(25.7)		(25.1)		(107.9)
Gain on sale of business	—		—		(31.6)		—		(31.6)
Severance	6.0		1.5		2.4		2.0		11.9
Foreign currency (gains) losses	0.5		(3.2)		6.5		(3.3)		0.5
(Gain) loss on investments	—		—		(0.4)		—		(0.4)
Professional fees related to business improvement efforts	0.7		—		—		—		0.7
Impact for newly enacted Canadian DST related to prior years	10.0		—		(4.6)		—		5.4
Other	0.1		(0.2)		0.5		0.8		1.2
Total addbacks (deductions)	(8.0)		(25.7)		(51.7)		(23.6)		(109.0)
Adjusted EBITDA from continuing operations	$	71.4	$	74.5	$	72.7	$	82.8	$	301.4

Results of Operations

OPENLANE Results


	Three Months Ended March 31,
(Dollars in millions except per share amounts)	2025		2024
Revenues
Auction fees	$	125.2	$	109.9
Service revenue	140.3		150.2
Purchased vehicle sales	85.7		58.2
Finance revenue	108.9		111.6
Total operating revenues	460.1		429.9
Operating expenses
Cost of services (exclusive of depreciation and amortization)	241.6		213.9
Finance interest expense	27.6		32.6
Provision for credit losses	9.3		15.8
Selling, general and administrative	107.2		106.5
Depreciation and amortization	22.7		24.3
Total operating expenses	408.4		393.1
Operating profit	51.7		36.8
Interest expense	4.0		7.1
Other (income) expense, net	(5.0)		0.5
Income from continuing operations before income taxes	52.7		29.2
Income taxes	15.8		10.7
Income from continuing operations	36.9		18.5
Income from discontinued operations, net of income taxes	—		—
Net income	$	36.9	$	18.5
Income from continuing operations per share
Basic	$	0.18	$	0.05
Diluted	$	0.18	$	0.05

Overview of OPENLANE Results for the Three Months Ended March 31, 2025 and 2024

Overview

For the three months ended March 31, 2025, we had revenue of $460.1 million compared with revenue of $429.9 million for the three months ended March 31, 2024, an increase of 7%. For a further discussion of our operating results, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization decreased $1.6 million, or 7%, to $22.7 million for the three months ended March 31, 2025, compared with $24.3 million for the three months ended March 31, 2024. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized.

Interest Expense

Interest expense decreased $3.1 million, or 44%, to $4.0 million for the three months ended March 31, 2025, compared with $7.1 million for the three months ended March 31, 2024. The decrease in interest expense was primarily the result of a decrease in the borrowings on lines of credit.

Other (Income) Expense, Net

For the three months ended March 31, 2025, we had other income of $5.0 million compared with other expense of $0.5 million for the three months ended March 31, 2024. The increase in other income was primarily attributable to foreign currency gains on intercompany balances of $3.3 million for the three months ended March 31, 2025, compared with foreign currency losses on intercompany balances of $2.0 million for the three months ended March 31, 2024. The remaining increase was attributable to a net increase in other miscellaneous income aggregating $0.2 million.

Income Taxes

We had an effective tax rate of 30.0% for the three months ended March 31, 2025, compared with an effective tax rate of 36.6% for the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025 was unfavorably impacted by an increase in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset. The effective tax rate for the three months ended March 31, 2024 was unfavorably impacted by an increase in the valuation allowance related to 2024 current year movement of the adjusted U.S. net deferred tax asset.

We recorded a $36.7 million and $35.8 million valuation allowance against the U.S. net deferred tax asset at March 31, 2025 and December 31, 2024, respectively. The realization of the net deferred tax assets is dependent on our ability to generate sufficient future taxable income to utilize these assets. Depending on our current and anticipated future earnings, we may release a significant portion of our valuation allowance in a future period if there is sufficient positive evidence which would result in a corresponding decrease to income tax expense in such period. The actual timing and amount of the valuation allowance to be released is uncertain.

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

Impact of Foreign Currency

For the three months ended March 31, 2025 compared with the three months ended March 31, 2024, the change in the Canadian dollar exchange rate decreased revenue by $6.4 million, operating profit by $1.7 million and net income by $0.7 million. For the three months ended March 31, 2025 compared with the three months ended March 31, 2024, the change in the euro exchange rate decreased revenue by $2.6 million, operating profit by $0.2 million and net income by $0.1 million.

Marketplace Results


	Three Months Ended March 31,
(Dollars in millions)	2025		2024
Auction fees	$	125.2	$	109.9
Service revenue	140.3		150.2
Purchased vehicle sales	85.7		58.2
Total Marketplace revenue	351.2		318.3
Cost of services*	242.5		216.5
Gross profit	108.7		101.8
Provision for credit losses	0.3		2.2
Selling, general and administrative	94.7		92.6
Depreciation and amortization	1.7		2.2
Operating profit	$	12.0	$	4.8

Commercial vehicles sold	191,000		222,000
Dealer consignment vehicles sold	172,000		150,000
Total vehicles sold	363,000		372,000

* Includes depreciation and amortization

Overview of Marketplace Results for the Three Months Ended March 31, 2025 and 2024

Total Marketplace Revenue

Revenue from the Marketplace segment increased $32.9 million, or 10%, to $351.2 million for the three months ended March 31, 2025, compared with $318.3 million for the three months ended March 31, 2024. The increase in revenue was partially attributable to the 15% increase in the number of dealer consignment vehicles sold. For the three months ended March 31, 2025, there was an increase in purchased vehicle sales and an increase in auction fees, partially offset by a decrease in service revenue (discussed below). The change in revenue included the impact of a decrease in revenue of $7.6 million due to fluctuations in the Canadian dollar and euro exchange rates.

The 2% decrease in the number of vehicles sold was comprised of a 14% decrease in commercial volumes and a 15% increase in dealer consignment volumes. The gross merchandise value ("GMV") of vehicles sold for the three months ended March 31, 2025 and 2024 was approximately $6.9 billion and $7.0 billion, respectively.

Auction Fees

Auction fees increased $15.3 million, or 14%, to $125.2 million for the three months ended March 31, 2025, compared with $109.9 million for the three months ended March 31, 2024. Auction fees per vehicle sold for the three months ended March 31, 2025 increased $50, or 17%, to $345, compared with $295 for the three months ended March 31, 2024. The increase in auction fees per vehicle sold reflects the mix of vehicles sold in the first quarter of 2025 and the impact of price increases.

Service Revenue

Service revenue decreased $9.9 million, or 7%, to $140.3 million for the three months ended March 31, 2025, compared with $150.2 million for the three months ended March 31, 2024, primarily as a result of a decrease in revenue of $10.5 million as a result of the sale of our automotive key business in 2024, and decreases in repossession revenue of $4.2 million and other miscellaneous service revenues aggregating approximately $1.4 million, partially offset by an increase in transportation revenue of $6.2 million.

Purchased Vehicle Sales

The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $27.5 million, or 47%, to $85.7 million for the three months ended March 31, 2025, compared with $58.2 million for the three months ended March 31, 2024, primarily as a result of an increase in purchased vehicles sold in Europe and the U.S. marketplace.

Gross Profit

For the three months ended March 31, 2025, gross profit from the Marketplace segment increased $6.9 million, or 7%, to $108.7 million, compared with $101.8 million for the three months ended March 31, 2024. Gross profit improvements were driven by a $4.8 million increase from pricing, a $1.4 million benefit from lower depreciation and amortization, and a $1.3 million increase resulting from mix and other items. These improvements were partially offset by a $0.6 million decrease in auction and service volumes.

Gross profit from the Marketplace segment was 31.0% of revenue for the three months ended March 31, 2025, compared with 32.0% of revenue for the three months ended March 31, 2024. Gross profit as a percentage of revenue decreased for the three months ended March 31, 2025 as compared with the three months ended March 31, 2024, primarily due to an increase in purchased vehicle sales, partially offset by increased prices.

On June 28, 2024, Canada enacted a new 3% Digital Services Tax (“Canadian DST”) on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. The Company recorded $1.4 million of Canadian DST in the first quarter of 2025, compared with $0.0 million in the first quarter of 2024. In addition, as previously disclosed, the Canadian DST was partially mitigated by corresponding price increases put in place during the third quarter of 2024.

Provision for Credit Losses

Provision for credit losses from the Marketplace segment decreased $1.9 million, or 86%, to $0.3 million for the three months ended March 31, 2025, compared with $2.2 million for the three months ended March 31, 2024, primarily as a result of initiatives implemented to reduce risk in the marketplace and decrease bad debt expense.

Selling, General and Administrative

Selling, general and administrative expenses from the Marketplace segment increased $2.1 million, or 2%, to $94.7 million for the three months ended March 31, 2025, compared with $92.6 million for the three months ended March 31, 2024, primarily as a result of increases in incentive-based compensation of $4.4 million, marketing costs of $1.7 million and other miscellaneous expenses aggregating $2.5 million, partially offset by decreases in stock-based compensation of $3.7 million, information technology costs of $1.4 million and fluctuations in the Canadian exchange rate of $1.4 million.

Finance Results


	As of and for the Three Months Ended March 31,
(Dollars in millions)	2025			2024
Finance revenue
Interest revenue	$	57.2		$	61.0
Fee and other revenue	51.7			50.6
Total Finance revenue	108.9			111.6
Finance interest expense	27.6			32.6
Net Finance margin	81.3			79.0
Finance provision for credit losses	9.0			13.6
Cost of services (exclusive of depreciation and amortization)	17.1			16.8
Selling, general and administrative	12.5			13.9
Depreciation and amortization	3.0			2.7
Operating profit	$	39.7		$	32.0
Portfolio Performance Information
Floorplans originated	264,000			263,000
Floorplans curtailed*	170,000			161,000
Total loan transaction units	434,000			424,000
Total receivables managed	$	2,327.8		$	2,284.4
Average receivables managed**	$	2,364.1		$	2,297.1
Allowance for credit losses	$	20.5		$	21.0
Allowance for credit losses as a percentage of total receivables managed	0.9		%	0.9		%
Annualized finance provision for credit losses as a percentage of average receivables managed	1.5		%	2.4		%
Receivables delinquent as a percentage of total receivables managed	0.7		%	1.1		%

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

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


Yields (Annualized)	Three Months Ended March 31,
% of Average Receivables Managed	2025		2024
Finance revenue yield
Interest revenue	9.8	%	10.6	%
Fee and other revenue	8.9	%	8.8	%
Total Finance revenue yield	18.7	%	19.4	%
Finance interest expense	4.8	%	5.6	%
Net finance margin	13.9	%	13.8	%

Overview of Finance Results for the Three Months Ended March 31, 2025 and 2024

Revenue

For the three months ended March 31, 2025, the Finance segment revenue decreased $2.7 million, or 2%, to $108.9 million, compared with $111.6 million for the three months ended March 31, 2024. The decrease in revenue was primarily the result of decreases in interest yields driven by a decrease in prime rates, partially offset by a 2% increase in loan transaction units and an increase in loan values.

Finance Interest Expense

For the three months ended March 31, 2025, finance interest expense decreased $5.0 million, or 15%, to $27.6 million, compared with $32.6 million for the three months ended March 31, 2024. The decrease in finance interest expense was attributable to an approximately 1.5% decrease in the average interest rate on the securitization obligations, partially offset by an increase in the average balance on the AFC securitization obligations.

Net Finance Margin (Annualized)

For the three months ended March 31, 2025 and 2024, the net Finance margin percent was approximately 13.9% and 13.8%, respectively. The net interest yield was approximately 5.0% for the three months ended March 31, 2025 and 2024.

Finance Provision for Credit Losses

For the three months ended March 31, 2025, the finance provision for credit losses decreased $4.6 million, or 34%, to $9.0 million, compared with $13.6 million for the three months ended March 31, 2024. The provision for credit losses decreased to 1.5% of the average receivables managed for the three months ended March 31, 2025 from 2.4% for the three months ended March 31, 2024. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.

Cost of Services

For the three months ended March 31, 2025, cost of services for the Finance segment increased $0.3 million, or 2%, to $17.1 million, compared with $16.8 million for the three months ended March 31, 2024. The increase in cost of services was primarily the result of an increase in incentive-based compensation of $0.3 million.

Selling, General and Administrative

Selling, general and administrative expenses for the Finance segment decreased $1.4 million, or 10%, to $12.5 million for the three months ended March 31, 2025, compared with $13.9 million for the three months ended March 31, 2024 primarily as a result of decreases in stock-based compensation of $1.2 million and compensation expense of $0.5 million, partially offset by an increase in incentive-based compensation of $0.3 million.

Select Finance Balance Sheet Items


	March 31,		December 31,
(Dollars in millions)	2025		2024
Tangible Assets
Total assets	$	2,692.3	$	2,677.7
Intangible assets	259.6		260.1
Tangible assets	$	2,432.7	$	2,417.6

Tangible parent equity
Total parent equity***	$	789.0	$	789.0
Intangible assets	259.6		260.1
Tangible parent equity***	$	529.4	$	528.9

*** Parent equity represents OPENLANE's net investment in AFC. Tangible parent equity is a non-GAAP measure of AFC's capital.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2025, our sources of liquidity consisted of cash on hand, working capital and amounts available under our Revolving Credit Facilities. Our principal ongoing sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facilities.


	March 31,		December 31,		March 31,
(Dollars in millions)	2025		2024		2024
Cash and cash equivalents	$	220.5	$	143.0	$	105.2
Working capital	324.9		286.0		384.6
Amounts available under the Revolving Credit Facilities	403.9		397.9		307.6
Cash provided by operating activities for the three months ended	122.6				100.2

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

Summary of Cash Flows


	Three Months Ended March 31,
(Dollars in millions)	2025		2024
Net cash provided by (used by):
Operating activities - continuing operations	$	122.6	$	100.2
Operating activities - discontinued operations	—		—
Investing activities - continuing operations	(31.9)		(39.7)
Investing activities - discontinued operations	—		—
Financing activities - continuing operations	(18.9)		(63.6)
Financing activities - discontinued operations	—		—
Net change in cash balances of discontinued operations	—		—
Effect of exchange rate on cash	1.0		(4.9)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	72.8	$	(8.0)

Cash flow from operating activities (continuing operations) Net cash provided by operating activities (continuing operations) was $122.6 million for the three months ended March 31, 2025, compared with $100.2 million for the three months ended March 31, 2024. Cash provided by continuing operations for the three months ended March 31, 2025 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. Cash provided by continuing operations for the three months ended March 31, 2024 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. The increase in operating cash flow was primarily attributable to changes in operating assets and liabilities as a result of the timing of collections and the disbursement of funds to consignors for marketplace sales held near period-ends.

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

Cash flow from investing activities (continuing operations) Net cash used by investing activities (continuing operations) was $31.9 million for the three months ended March 31, 2025, compared with $39.7 million for the three months ended March 31, 2024. The cash used by investing activities for the three months ended March 31, 2025 was primarily from an increase in finance receivables held for investment and purchases of property and equipment. The cash used by investing activities for the three months ended March 31, 2024 was primarily from an increase in finance receivables held for investment and purchases of property and equipment.

Cash flow from financing activities (continuing operations) Net cash used by financing activities (continuing operations) was $18.9 million for the three months ended March 31, 2025, compared with $63.6 million for the three months ended March 31, 2024. The cash used by financing activities for the three months ended March 31, 2025 was primarily due to dividends paid on the Series A Preferred Stock, a net decrease in book overdrafts and tax withholding payments for vested RSUs.

The cash used by financing activities for the three months ended March 31, 2024 was primarily due to repayments on lines of credit, a decrease in obligations collateralized by finance receivables and dividends paid on the Series A Preferred Stock, partially offset by a net increase in book overdrafts.

Cash flow from operating activities (discontinued operations) There were no operating activities (discontinued operations) for the three months ended March 31, 2025 and 2024.

Cash flow from investing activities (discontinued operations) There were no investing activities (discontinued operations) for the three months ended March 31, 2025 and 2024.

Cash flow from financing activities (discontinued operations) There were no financing activities (discontinued operations) for the three months ended March 31, 2025 and 2024.

EX-99.3 4 earningsslidesq12025-fin.htm EXHIBIT 99.3 - EARNINGS SLIDES earningsslidesq12025-fin

First Quarter 2025 Earnings Slides // May 7, 2025

2 Q1 | 2025 Forward-Looking Statements Certain statements contained in this presentation include, and OPENLANE may make related oral, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts (including but not limited to expectations, estimates, assumptions, projections and/or financial guidance) may be forward-looking statements. Words such as "should," "may," "will," "would," "anticipate," "expect," "project," "intend,“ “contemplate,” "plan," "believe," "seek," "estimate," "assume," “can,” "could," "continue,” "outlook," “target” and similar expressions identify forward-looking statements. Such statements are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in OPENLANE’s annual and quarterly periodic reports, and in OPENLANE’s other filings and reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements are made as of the date of this presentation. OPENLANE undertakes no obligation to update any forward-looking statements.

3 Q1 | 2025 2025 Guidance 2025 GUIDANCE (In millions, except per share amounts) (Unaudited) Low High Income from continuing operations $100 $114 Add back: Income taxes 47 53 Finance interest expense 110 110 Interest expense, net of interest income 12 12 Depreciation and amortization 94 94 EBITDA $363 $383 Total addbacks (deductions), net (73) (73) Adjusted EBITDA $290 $310 Income from continuing operations per share – diluted * $0.38 $0.48 Income from continuing operations $100 $114 Total adjustments, net 31 31 Operating adjusted net income from continuing operations $131 $145 Operating adjusted net income from continuing operations per share - diluted $0.90 $1.00 Weighted average diluted shares – including assumed conversion of preferred shares 145 145 * The company uses the two-class method of calculating income from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares.

4 Q1 | 2025 First Quarter Results

5 Q1 | 2025 OPENLANE Q1 2025 Highlights* ($ in millions, except per share amounts) OPENLANE Q1 2025 Q1 2024 Total operating revenues $460.1 $429.9 SG&A $107.2 $106.5 Other (income) expense, net ($5.0) $0.5 EBITDA $106.4 $92.8 Adjusted EBITDA $82.8 $74.8 Income from continuing operations $36.9 $18.5 Income from continuing operations per share – diluted $0.18 $0.05 Weighted average diluted shares 108.6 109.2 Operating adjusted net income from continuing operations per share – diluted $0.31 $0.19 Weighted average diluted shares – including assumed conversion of preferred shares 144.3 144.9 Effective tax rate 30.0% 36.6% Capital expenditures $11.9 $12.9 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-Q, both for the period ended March 31, 2025.

6 Q1 | 2025 Marketplace Q1 2025 Highlights* ($ in millions) Marketplace Q1 2025 Q1 2024 Auction fees $125.2 $109.9 Service revenue $140.3 $150.2 Purchased vehicle sales $85.7 $58.2 Total Marketplace revenue $351.2 $318.3 Gross profit $108.7 $101.8 Gross profit % of revenue 31.0% 32.0% Adjusted gross profit** $126.7 $121.2 Adjusted gross profit % of revenue** 47.7% 46.6% SG&A $94.7 $92.6 EBITDA $36.2 $25.5 Adjusted EBITDA $37.1 $35.1 % of revenue 10.6% 11.0% Commercial vehicles sold 191,000 222,000 Dealer consignment vehicles sold 172,000 150,000 Total vehicles sold 363,000 372,000 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-Q, both for the period ended March 31, 2025. ** Exclusive of depreciation and amortization. The calculation as a percentage of revenue also excludes purchased vehicles.

7 Q1 | 2025 Finance Q1 2025 Highlights* ($ in millions) Finance Q1 2025 Q1 2024 Interest revenue $57.2 $61.0 Fee and other revenue $51.7 $50.6 Total Finance revenue $108.9 $111.6 Finance interest expense $27.6 $32.6 Net Finance margin $81.3 $79.0 Yield (quarters annualized) 13.9% 13.8% SG&A $12.5 $13.9 EBITDA $70.2 $67.3 Adjusted EBITDA $45.7 $39.7 Total loan transaction units 434,000 424,000 Total receivables managed $2,327.8 $2,284.4 Average receivables managed** $2,364.1 $2,297.1 Finance provision for credit losses % of avg receivables managed 1.5% 2.4% Obligations collateralized by finance receivables $1,659.5 $1,597.2 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-Q, both for the period ended March 31, 2025. ** Average receivables managed is calculated based on the daily ending balance of total receivables managed.

8 Q1 | 2025 March 31, 2025 Leverage (US$ in millions) Corporate Credit Ratings: S&P B, Moodys B1 1 When calculating the corporate net debt to Adjusted EBITDA leverage ratio, we use the balance sheet “Cash and cash equivalents” amount instead of available cash as defined by our credit agreement. Balance Maturity Revolving Credit Facility (Adjusted Term SOFR + 2.25%) $ - 2028 Canadian Revolving Credit Facility (Adjusted Term CORRA +2.50%) - 2028 Senior Notes (Fixed 5.125%) 210 2025 Other 23 Total 233 Less: Cash and cash equivalents 221 Net Debt $12 Net Debt Ratio 1 0.04

9 Q1 | 2025 Historical Data

10 Q1 | 2025 Marketplace Metrics (Volumes in thousands) 1Q25 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 Revenue ($M) $351.2 $1,357.4 $348.8 $354.3 $336.0 $318.3 $1,251.7 $294.7 $316.6 $319.4 Commercial vehicles sold 191 826 192 195 217 222 710 183 180 180 Dealer consignment vehicles sold 172 620 155 164 151 150 621 135 159 164 Total vehicles sold 363 1,446 347 359 368 372 1,331 318 339 344 Gross profit percentage 31.0% 29.0% 29.6% 28.4% 26.2% 32.0% 29.4% 29.1% 30.4% 28.6% Adjusted gross profit percentage 47.7% 45.5% 47.9% 45.6% 41.8% 46.6% 44.3% 45.3% 45.8% 43.8% Income (loss) from continuing operations ($M) $7.3 $1.7 $25.9 $4.8 ($16.1) ($12.9) ($277.5) ($17.7) ($19.3) ($219.4) Adjusted EBITDA ($M) $37.1 $134.5 $30.9 $35.8 $32.7 $35.1 $108.3 $23.7 $26.8 $43.5 Gross Merchandise Value ($B) $6.9 $27.1 $6.6 $6.7 $6.8 $7.0 $24.1 $5.7 $6.0 $6.4

11 Q1 | 2025 Finance Metrics NOTE: 1 Calculated based on the daily ending balance of total receivables managed. 2 Percent of total receivables managed. 3 Percent of average receivables managed. 4 Parent equity was adjusted for an intercompany loan receivable of $770.4 million at March 31, 2024. The intercompany loan receivable represented accumulated cash and earnings of the Finance segment. As a result of a dividend from AFC to the Company, the intercompany loan receivable was eliminated in the second quarter of 2024. Tangible parent equity is a non-GAAP measure of AFC’s capital. ($ in millions) 1Q25 1Q24 Portfolio Performance Information Total receivables managed $2,327.8 $2,284.4 Average receivables managed 1 $2,364.1 $2,297.1 Allowance for credit losses $20.5 $21.0 Allowance for credit losses 2 0.9% 0.9% Finance provision for credit losses 3 1.5% 2.4% Receivables delinquent 2 0.7% 1.1% Yields Interest revenue 9.8% 10.6% Fee and other revenue 8.9% 8.8% Total Finance revenue yield 18.7% 19.4% Finance interest expense 4.8% 5.6% Net Finance margin 13.9% 13.8% Select Finance Balance Sheet Items Total assets $2,692.3 $2,659.1 Intangible assets $259.6 $261.4 Tangible assets $2,432.7 $2,397.7 Total parent equity 4 $789.0 $794.9 Intangible assets $259.6 $261.4 Tangible parent equity 4 $529.4 $533.5

12 Q1 | 2025 Finance Metrics (Continued) ($ in millions) 1Q25 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 Finance receivables (gross) $2,353.7 $2,342.5 $2,342.5 $2,211.5 $2,239.0 $2,313.7 $2,305.0 $2,305.0 $2,379.0 $2,418.2 Accrued interest and fees $25.9 $28.5 $28.5 $27.0 $28.8 $29.3 $30.9 $30.9 $29.0 $28.4 Total receivables managed $2,327.8 $2,314.0 $2,314.0 $2,184.5 $2,210.2 $2,284.4 $2,274.1 $2,274.1 $2,350.0 $2,389.8 Average receivables managed 1 $2,364.1 $2,239.3 $2,259.6 $2,157.6 $2,243.6 $2,297.1 $2,359.2 $2,319.8 $2,340.0 $2,364.1 Allowance for credit losses $20.5 $19.8 $19.8 $19.0 $19.0 $21.0 $23.0 $23.0 $21.0 $21.0 Receivables delinquent $16.1 $18.0 $18.0 $20.5 $21.9 $24.1 $23.7 $23.7 $18.1 $14.4 Allowance for credit losses 2 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 1.0% 1.0% 0.9% 0.9% Finance provision for credit losses 3 1.5% 2.1% 1.9% 2.1% 2.1% 2.4% 2.1% 2.6% 2.0% 2.1% Receivables delinquent 2 0.7% 0.8% 0.8% 0.9% 1.0% 1.1% 1.0% 1.0% 0.8% 0.6% Interest revenue $57.2 $231.1 $54.5 $56.1 $59.5 $61.0 $248.4 $62.9 $63.0 $61.9 Fee and other revenue $51.7 $200.0 $51.7 $49.4 $48.3 $50.6 $195.6 $48.5 $48.3 $47.8 Total Finance revenue $108.9 $431.1 $106.2 $105.5 $107.8 $111.6 $444.0 $111.4 $111.3 $109.7 Finance interest expense $27.6 $123.5 $28.3 $30.7 $31.9 $32.6 $130.6 $34.0 $34.2 $32.1 Net Finance margin $81.3 $307.6 $77.9 $74.8 $75.9 $79.0 $313.4 $77.4 $77.1 $77.6 NOTE: 1 Calculated based on the daily ending balance of total receivables managed. 2 Allowance for credit losses and receivables delinquent are a percentage of total receivables managed. 3 Finance provision for credit losses is a percentage of average receivables managed.

13 Q1 | 2025 Finance Metrics (Continued) ($ in millions) 1Q25 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 Yields 1 Interest revenue 9.8% 10.3% 9.6% 10.4% 10.6% 10.6% 10.5% 10.8% 10.7% 10.5% Fee and other revenue 8.9% 9.0% 9.2% 9.2% 8.6% 8.8% 8.3% 8.4% 8.3% 8.1% Total Finance revenue 18.7% 19.3% 18.8% 19.6% 19.2% 19.4% 18.8% 19.2% 19.0% 18.6% Finance interest expense 4.8% 5.6% 5.0% 5.7% 5.7% 5.6% 5.5% 5.9% 5.8% 5.5% Net Finance margin 13.9% 13.7% 13.8% 13.9% 13.5% 13.8% 13.3% 13.3% 13.2% 13.1% Operating expenses Cost of services 2 $17.1 $67.4 $17.0 $16.8 $16.8 $16.8 $65.9 $16.3 $16.7 $16.5 Finance interest expense $27.6 $123.5 $28.3 $30.7 $31.9 $32.6 $130.6 $34.0 $34.2 $32.1 Finance provision for credit losses $9.0 $47.6 $10.6 $11.4 $12.0 $13.6 $50.6 $14.8 $11.6 $12.2 Selling, general and administrative $12.5 $49.0 $11.4 $11.7 $12.0 $13.9 $49.8 $12.1 $12.6 $12.7 Depreciation and amortization $3.0 $11.9 $3.0 $3.2 $3.0 $2.7 $9.3 $2.6 $2.6 $2.3 Total operating expenses $69.2 $299.4 $70.3 $73.8 $75.7 $79.6 $306.2 $79.8 $77.7 $75.8 Net income $29.6 $108.2 $26.4 $23.6 $26.8 $31.4 $122.7 $31.3 $32.0 $25.6 NOTE: 1 Interest revenue, fee and other revenue, total Finance revenue, Finance interest expense and net Finance margin are a percentage of average receivables managed. 2 Exclusive of depreciation and amortization.

14 Q1 | 2025 Finance Metrics (Continued) ($ in millions) 1Q25 2024 4Q24 3Q24 2Q24 1Q24 2023 4Q23 3Q23 2Q23 Total assets $2,692.3 $2,677.7 $2,677.7 $2,549.0 $2,578.2 $2,659.1 $2,660.7 $2,660.7 $2,723.5 $2,792.4 Intangible assets $259.6 $260.1 $260.1 $260.5 $260.9 $261.4 $261.7 $261.7 $261.5 $261.8 Tangible assets $2,432.7 $2,417.6 $2,417.6 $2,288.5 $2,317.3 $2,397.7 $2,399.0 $2,399.0 $2,462.0 $2,530.6 Obligations collateralized by finance receivables (gross) $1,676.8 $1,679.1 $1,679.1 $1,549.2 $1,583.9 $1,609.1 $1,645.4 $1,645.4 $1,710.5 $1,734.1 Unamortized securitization issuance costs ($17.3) ($18.8) ($18.8) ($20.4) ($10.3) ($11.9) ($13.5) ($13.5) ($15.2) ($16.7) Obligations collateralized by finance receivables $1,659.5 $1,660.3 $1,660.3 $1,528.8 $1,573.6 $1,597.2 $1,631.9 $1,631.9 $1,695.3 $1,717.4 Total parent equity $789.0 $789.0 $789.0 $780.4 $750.3 $794.9 $799.4 $799.4 $765.3 $812.3 Intangible assets $259.6 $260.1 $260.1 $260.5 $260.9 $261.4 $261.7 $261.7 $261.5 $261.8 Tangible parent equity 1 $529.4 $528.9 $528.9 $519.9 $489.4 $533.5 $537.7 $537.7 $503.8 $550.5 Floorplans originated 2 264,000 1,026,000 250,000 250,000 263,000 263,000 997,000 236,000 249,000 258,000 Floorplans curtailed 3 170,000 619,000 155,000 153,000 150,000 161,000 634,000 166,000 161,000 144,000 Total loan transaction units 434,000 1,645,000 405,000 403,000 413,000 424,000 1,631,000 402,000 410,000 402,000 NOTE: 1 Tangible parent equity is a non-GAAP measure of AFC’s capital. 2 Floorplans originated is defined as new loans created. 3 Floorplans curtailed is defined as existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.

15 Q1 | 2025 APPENDIX

16 Q1 | 2025 Non-GAAP Financial Measures EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in the company's senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by the company’s creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate the company’s performance. Depreciation expense for property and equipment and amortization expense of capitalized internally developed software costs relate to ongoing capital expenditures; however, amortization expense associated with acquired intangible assets, such as customer relationships, software, tradenames and non-compete agreements are not representative of ongoing capital expenditures but have a continuing effect on our reported results. Non-GAAP financial measures of operating adjusted net income (loss) and operating adjusted net income (loss) per share, in the opinion of the company, provide comparability to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. In addition, net income (loss) and net income (loss) per share have been adjusted for certain other charges, as seen in the following reconciliation. Adjusted gross profit is defined as gross profit excluding depreciation and amortization associated with cost of services. Adjusted gross profit eliminates potential differences between periods caused by historic cost, age of assets and amortization of intangible assets from prior acquisitions. Adjusted gross profit percentage is defined as adjusted gross profit divided by revenue excluding purchased vehicle sales. Adjusted gross profit percentage eliminates the impact of depreciation and amortization on gross profit and purchased vehicle sales on revenue, allowing for more meaningful comparisons of operational efficiency between periods. Management believes these measures provide useful information about the operating results and financial performance of the Marketplace segment. EBITDA, Adjusted EBITDA, operating adjusted net income (loss), operating adjusted net income (loss) per share, adjusted gross profit and adjusted gross profit percentage have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.

17 Q1 | 2025 2025 Marketplace Adjusted Gross Profit Reconciliation ($ in millions) Marketplace YTD 2025 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Operating revenue A $351.2 $351.2 Purchased vehicle sales B 85.7 85.7 Operating revenue excluding purchased vehicle sales A–B=C $265.5 $265.5 Components of depreciation and amortization: Cost of services E $18.0 $18.0 Selling, general and administrative 1.7 1.7 Total depreciation and amortization $19.7 $19.7 Cost of services including depreciation and amortization D $242.5 $242.5 Depreciation and amortization allocated to cost of services E 18.0 18.0 Cost of services excluding depreciation and amortization D-E=F $224.5 $224.5 Gross profit including depreciation and amortization A-D=G $108.7 $108.7 Depreciation and amortization E 18.0 18.0 Adjusted gross profit G+E=H $126.7 $126.7 Gross profit % G/A 31.0% 31.0% Adjusted gross profit % H/C 47.7% 47.7%

18 Q1 | 2025 2024 Marketplace Adjusted Gross Profit Reconciliation ($ in millions) Marketplace YTD 2024 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Operating revenue A $1,357.4 $348.8 $354.3 $336.0 $318.3 Purchased vehicle sales B 327.0 95.6 93.0 80.2 58.2 Operating revenue excluding purchased vehicle sales A–B=C $1,030.4 $253.2 $261.3 $255.8 $260.1 Components of depreciation and amortization: Cost of services E $75.1 $18.1 $18.6 $19.0 $19.4 Selling, general and administrative 8.2 1.9 2.0 2.1 2.2 Total depreciation and amortization $83.3 $20.0 $20.6 $21.1 $21.6 Cost of services including depreciation and amortization D $964.0 $245.6 $253.8 $248.1 $216.5 Depreciation and amortization allocated to cost of services E 75.1 18.1 18.6 19.0 19.4 Cost of services excluding depreciation and amortization D-E=F $888.9 $227.5 $235.2 $229.1 $197.1 Gross profit including depreciation and amortization A-D=G $393.4 $103.2 $100.5 $87.9 $101.8 Depreciation and amortization E 75.1 18.1 18.6 19.0 19.4 Adjusted gross profit G+E=H $468.5 $121.3 $119.1 $106.9 $121.2 Gross profit % G/A 29.0% 29.6% 28.4% 26.2% 32.0% Adjusted gross profit % H/C 45.5% 47.9% 45.6% 41.8% 46.6%

19 Q1 | 2025 Q1 2025 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended March 31, 2025 Marketplace Finance Consolidated Income from continuing operations $7.3 $29.6 $36.9 Add back: Income taxes 5.8 10.0 15.8 Finance interest expense - 27.6 27.6 Interest expense, net of interest income 3.4 - 3.4 Depreciation and amortization 19.7 3.0 22.7 EBITDA $36.2 $70.2 $106.4 Non-cash stock-based compensation 1.5 0.5 2.0 Securitization interest - (25.1) (25.1) Severance 2.0 - 2.0 Foreign currency (gains) losses (3.3) - (3.3) Other 0.7 0.1 0.8 Total addbacks (deductions) 0.9 (24.5) (23.6) Adjusted EBITDA $37.1 $45.7 $82.8 Revenue $351.2 $108.9 $460.1 Adjusted EBITDA % margin 10.6% 42.0% 18.0%

20 Q1 | 2025 Q1 2024 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended March 31, 2024 Marketplace Finance Consolidated Income (loss) from continuing operations ($12.9) $31.4 $18.5 Add back: Income taxes 0.2 10.5 10.7 Finance interest expense - 32.6 32.6 Interest expense, net of interest income 6.7 - 6.7 Depreciation and amortization 21.6 2.7 24.3 Intercompany interest 9.9 (9.9) - EBITDA $25.5 $67.3 $92.8 Non-cash stock-based compensation 5.2 1.8 7.0 Acquisition related costs 0.3 - 0.3 Securitization interest - (29.9) (29.9) Severance 1.4 0.3 1.7 Foreign currency (gains) losses 2.0 - 2.0 Professional fees related to business improvement efforts 0.6 0.2 0.8 Other 0.1 - 0.1 Total addbacks (deductions) 9.6 (27.6) (18.0) Adjusted EBITDA $35.1 $39.7 $74.8 Revenue $318.3 $111.6 $429.9 Adjusted EBITDA % margin 11.0% 35.6% 17.4%

21 Q1 | 2025 Operating Adjusted Net Income per Share Reconciliation ($ in millions, except per share amounts), (Unaudited) Three Months ended March 31, 2025 2024 Net income from continuing operations $36.9 $18.5 Acquired amortization expense 8.3 9.3 Income taxes (1) (1.1) (0.4) Operating adjusted net income from continuing operations $44.1 $27.4 Operating adjusted net income from discontinued operations $ - $ - Operating adjusted net income $44.1 $27.4 Operating adjusted net income from continuing operations per share – diluted (2) $0.31 $0.19 Operating adjusted net income from discontinued operations per share – diluted - - Operating adjusted net income per share – diluted $0.31 $0.19 Weighted average diluted shares - including assumed conversion of preferred shares 144.3 144.9 (1) For the three months ended March 31, 2025 and 2024, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we currently have a $36.7 million valuation allowance against the U.S. net deferred tax asset. (2) The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the determination of operating adjusted net income for purposes of calculating operating adjusted net income per diluted share.