KAR - NYSE

Good day and welcome to the OPENLANE Fourth Quarter and Year-End Results 2024 Conference Call. All participants will be in listen-only mode. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Itunu Orelaru. Please go ahead.

Thanks operator. Good afternoon, everyone. Welcome to OPENLANE's fourth quarter and fiscal year 2024 earnings call. With me today are Peter Kelly, CEO of OPENLANE, and Brad Lakhia, EVP and CFO of OPENLANE. Our remarks today include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that may cause our actual results or performance to differ 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 the SEC rules will be discussed on this call. Reconciliations 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, Itunu, and good afternoon, everyone. I'm pleased to be here today to share OPENLANE's fourth quarter and year-end results. I'll start with a few highlights, but spend the majority of my time, discussing our strategy as where OPENLANE is headed. Brad will then walk you through the financials and provide our guidance for 2025. OPENLANE 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% and consolidated adjusted EBITDA by 18%, driven mainly by a 9% increase in Marketplace volumes. This marks the 7th straight quarter of year-over-year volume growth in the Marketplace segments, which included a 15% increase in dealer volumes. The Marketplace also generated $31 million in adjusted EBITDA during the quarter, an impressive 30% increase. On a full year basis, OPENLANE generated $293 million in adjusted EBITDA, driven by a 24% increase in Marketplace adjusted EBITDA. We also generated $293 million in cash flow from operations and our gross merchandize value grew 12% to $27 billion, another powerful indicator of the momentum we're building in the market. I won't spend a lot of time in our Finance segments today, given our detailed AFC investor update last November, but I will call out that AFC grew floor plan originations, held the loan loss rate to its lowest level in eight quarters and generated $159 million of adjusted EBITDA for the year. So in summary, OPENLANE’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 this 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 OPENLANE the most preferred marketplace. As I approach my four-year anniversary of CEO, I believe OPENLANE 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 our 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 talents 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 today, 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 OPENLANE first, as those leases mature in 2026 and beyond. At the same time, our data and the industry data confirmed that the equity gap between off-lease values and residual lease values continues to narrow. This means a lower percentage of lease vehicles that we 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 OPENLANE’s benefit. We already support the majority of OEM and financial institution leasing programs in North America today and we are recently awarded back the off-lease remarketing business for a large OEM, which evidences OPENLANE’s technology advantage, leading customer experience, depth of remarketing knowledge and expert decision support capability. But I feel very good about our growth potential in commercial, but I'm equally optimistic about the opportunity in the dealer-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-digit growth in Q3 and then 15% dealer 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's a lot of positive momentum going into 2025 and there is still a lot of opportunity for growth. I remained fundamentally convinced that digital is the future. We have seen that in almost every industry. OPENLANE 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. While 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 OPENLANE. Hopefully, these perspectives help reinforce what I believe is a positive industry position for OPENLANE 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 products, people and our go-to-market approach, more sales, more marketing and more innovation, including our recent launch of One App 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 OPENLANE Marketplace. And it offers the off-lease 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 innovation 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 go to market approach. It’s sometimes hard to believe that OPENLANE 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 OPENLANE 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 OPENLANE. And now, we're the 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 engagements and more targeted promotions to drive up transaction volume and wallet share. I had a West Coast dealer stating me to the fourth quarter that OPENLANE is everywhere these days and that's precisely our goal to be the first in 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, OPENLANE 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 go to market investments in our US dealer business. We have made this strategic decision to invest now to further accelerate our dealer volumes and share. We are 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 dealer-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, which you will also see our confidence in OPENLANE’s ability to both invest and grow revenue and also grow adjusted EBITDA 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. OPENLANE 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 to 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 OPENLANE. 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 our 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 go to market strategies and our disciplined cost management culture are reflected in these results. The OPENLANE 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 OPENLANE and the Marketplace segment are on a net revenue basis, which excludes the impact of purchased vehicle sales. In addition, my comments will be on a fourth quarter year-over-year basis, unless I state otherwise. I will start with the results at the consolidated level and we 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 mix shift. Adjusted EBITDA was $73 million, up 18%, while full year adjusted EBITDA 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 have more than offset General inflationary headwinds and the incremental go 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 initiatives. As a company, we remain committed to maintaining a culture of rigorous cost management that will continue to unlock investment in 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 go 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 10-K, Marketplace, gross profit is now reported on a GAAP 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 supplemental 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 costs. 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 factors amongst others, give us confidence in our strategy and increased willingness to invest for growth. As I turn to our Finance segment, I would like to remind you of the updates we've made for our AFC business. These changes were detailed in our November investor update, which is available on our investor relations web page. 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 value 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 in 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 representing 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 the 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 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 in 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 US 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 representative approximately 2% to 3% 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 go 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 million and $310 million. And we expect our operating adjusted earnings per share to be between $0.90 and $1. Finally, we expect capital expenditures to be between $50 million and $555 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%, driven by 15% dealer growth. Consolidated adjusted EBITDA grew 18% with Marketplace adjusted EBITDA growth of 30%. 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. [Operator Instructions] And the first question will be from Bob Labick from CJS Securities. Please go ahead.

Hi, this is Will in for Bob. With the industry decline in off-lease vehicles, how are dealers handling trade-ins? Are they keeping more and setting less option or have volumes have been steady?

Thank you, Will. Volumes have been steady or strong. 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. We had some really strong months of new dealer sign ups 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, I think OPENLANE is very well positioned to survive - to prosper and do well in any sort of environment we find ourselves in. 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, just which I was just speaking about. So, 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 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 it be applied, how 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 speculate on. What I am 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 JPMorgan. Please go ahead.

Great. Thanks for taking the question. I just had one first question on the D2D volumes. Nice acceleration here, progress here, so congrats on that. Curious if you could give us a sense of what do you think the market did in the quarter and what your share gains were in the U.S. specifically? And then as a follow-up question, 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, I’m pleased with the performance in the quarter, as I mentioned, was our strongest quarter of the four quarters in 2024, 15% year-on-year growth. We saw solid growth in both the 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. 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 of the OPENLANE rebranding, the integration of the commercial inventory we felt now it was time to sort of 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 grow participation. And I see that paying off. I don't think we've seen the full payoff from that yet. But I think some of the impacts of those investments were much, drove the improving performance through the end of the fourth quarter. So feeling good about that. Frankly, that caused me to 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 I guess, as I look at the U.S. market, Rajat, I see us as a fairly – today, a fairly small player market share-wise in a very large TAM, okay? So our market share in the U.S. is relatively small. But our offering, I believe is very, very strong. And I hear that feedback from our dealers who 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. On the commercial side, obviously, our commercial footprint, particularly with off-lease sellers is a - 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, the 2025 will be a challenging year in terms of overall commercial off-lease volumes and because of the low lease originations in 2022. So that's a known factor going in. Our guidance reflects that. But what I take a lot of confidence from is that, despite that and by the way, that was also the case in Q4. So, 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, ‘27 and beyond. And I think - so when I sort of put those two things together of 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 ‘27 and ‘28, alongside that a strong finance business that's delivering outstanding results. I kind of put that together into a very strong opportunity here for OPENLANE and that's what has me excited about the prospects for this company.

Understood. Great. Thanks for the color. I’ll jump back in queue.

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 OPENLANE. Maybe I would 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 Peter, I think you mentioned on the off-lease 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 our 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 be clear about that. In fact, we'll incur some cost 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 win back 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 and the Dealer platform. Can you just shed a little more light on exactly what that means?

Yeah, thanks Craig. So again, 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, et cetera. So, let me touch on two sides of that. So first of all, just over a year ago, when we launched the OPENLANE 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 with the backlog cars Marketplace and then we rebranded all of that to OPENLANE. That was our OPENLANE 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 all leased 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 OPENLANE 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 - particularly Marketplace or the particularly app on their phone, if they're a franchise dealer and they have access to the private labels is, let's say they're - 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 I think I hope hopefully that explains this.

Yes, it does. Thank you.

You're welcome.

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

Good evening everybody. Peter - Peter, and it's Ryan. When we look at the adjusted EBITDA for 2024 full year, you'd mentioned the key was 2% to 3%. So if you adjust for the midpoint of that, you get about $286 million of EBITDA sort of the base versus the $290 million to $310 million or sort of $300 million at midpoint. So it indicates about 5% organic EBITDA growth. Can you just kind of talk about between Marketplace and AFC where you see sort of the - that that growth coming from? Because it sounds like, yeah, I mean from a finance perspective there is going to be some challenges and without that volume, AFC might not actually see that much loan growth. So, just curious between the two segments where you think that 5% EBITDA growth will come from and how it will 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, there are four factors I think of and Brad referenced some I'll just repeat them here in terms of how to think about our guidance. One is the sale of the Automotive Key business. You're right 2% to 3% of revenue 2% to 3% of last year's EBITDA. That's not - that's obviously taken out of our guidance. You've done that math already. I think the strong US dollar has created a little bit of a headwind on some of our 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 into this is a year of lower off Lease maturities. So that's been reflected. And then finally, increased investments in the, US go to market. We made some investments in late Q2. We did a little addition to that in late Q4. We will have the full year sort of carry of those investments through all of 2025. Notwithstanding that, we forecast a strong year of with increased EBITDA 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 – so 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. And then just a second question. I mean - you keep talking about sort of changes to the product and One App and sort of how you're marketing - going to market, to the customer. 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 - to the app. So it's, one entry point and 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 in the market as your 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 sell I should say on the retail side. 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 auto analyst might be. 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, what their aptitude is for really leveraging the tech?

Yeah, John, it’s a very good question. And I guess what, here is 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. 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 they build a habit of, 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 and love it and some people like, Why? What just happened? So, you got to be careful on that. I think we try to be very thoughtful about that. We try to do AB testing. We try to roll out a new feature to a smaller audience first and iterate through it and all those types of things. So, yeah, I think we got to be careful about moving people's cheese. I think that's the expression. I will say though, 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 it had enabled - is kind of bring have these sort of dealers realize oh, this is a company 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 through them, and that's part of our sort of go to market angle, as well.

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

We don't break it out hard and fast, John, but I'd say, to give you sort of rough understanding of it. The Commercial volume that we sell, most of that - most of that volume was 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% and most of the volume purchased, is purchased by independent dealers. And again, 70%, 80%. That's rough math, but that's directionally accurate enough for to give you an understanding of the business.

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

On both. I mean, there's an opportunity to increase it on the sell side for sure. And obviously on the - we hope on the buy side, as well.

Yeah. Okay. All right, very helpful. Thank you.

Thank you, John.

[Operator Instructions] The next question is from Bret Jordan from Jefferies. Please go ahead.

Hey guys.

Hi Bret.

If you look at, hey, if 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 on the commercial side and sort of cyclically pressured or is the current state of competition sort of what we could expect to be seeing for ’25?

Yeah. Brett, I don't - we don't 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 OPENLANE, I feel really good about the positioning that we have. 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 not just in our own internal surveys, but, but through some third-party surveys, as well, asking dealers who are your most preferred wholesale auctions. OPENLANE has been rising the ranks. And we’ve only been in market in the US again with the OPENLANE brand for 16 months. So I feel good about that. I feel good about our strategy, 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. We are the leader with off Lease 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 going to be a strong source of differentiation for our company, but 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. I think we're getting better outcomes. We're seeing more customers participating. And I think, again, like I said, in a remark earlier, we're a relatively small market share in a big TAM, but we've got a really strong offering. So I think, viewed over the long term, we're going to grow our volume and gain share in that category. So, listen, I am focused on what we offer. And I'm feeling really good about what we offer vis-à-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 a low lease origination through the year just given the shortage of supply?

Well. The - if we look at the year, the quarterly year-on-year decline, in lease originations, they were sort of at their max in Q1 and Q2 of 2022, okay? And then, they started to diminish in Q3 and 4 and then they - I believe they returned to growth in Q2 of 2023. So we kind of take a roughly three year lag to that. 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? I want to be clear about that. But it has been declining modestly. If that continues to decline, that could 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.

The 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 used value and creates a more attractive environment?

It probably doesn't help to be honest, Bret. 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 off lease equity gap has been narrowing. And that's, that's leading to some, this consumer payoff percentage declining, which is what I referenced. But that trends might cause 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 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 OPENLANE. As 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 OPENLANE’s future and I look forward to updating you on our progress and our first quarter performance later this spring. Thank you everybody. Have a good evening.