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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2024
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
Carmel, Indiana 46032
(Address of principal executive offices)
(Zip Code)
(800) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | KAR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 20, 2024, OPENLANE, Inc. (“OPENLANE” or the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2023. OPENLANE will host an earnings conference call and webcast, Tuesday, February 20, 2024 at 5:00 p.m., Eastern Time. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call, and the live webcast may be accessed at the investor relations section of corporate.openlane.com. The call will be hosted by OPENLANE Chief Executive Officer Peter Kelly and Chief Financial Officer Brad Lakhia. The call will feature a review of operating highlights and financial results for the three months and year ended December 31, 2023. The press release dated February 20, 2024 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
On February 20, 2024, OPENLANE also posted supplemental financial information for the three months and year ended December 31, 2023, and Earnings Slides for the three months and year ended December 31, 2023. The supplemental financial information and Earnings Slides can be located at the investor relations section of corporate.openlane.com. The supplemental financial information and Earnings Slides posted on February 20, 2024 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
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: February 20, 2024 OPENLANE, Inc.
/s/ BRAD S. LAKHIA
Brad S. Lakhia
Executive Vice President and Chief Financial Officer
EXHIBIT 99.1
For Immediate Release
Analyst Inquiries: Media Inquiries:
Mike Eliason Laurie Dippold
(317) 249-4559 (317) 468-3900
mike.eliason@openlane.com laurie.dippold@openlane.com
OPENLANE, Inc. Reports 2023 Financial Results
Carmel, IN, February 20, 2024 — OPENLANE, Inc. (NYSE: KAR), today reported its fourth quarter and annual financial results for the period ended December 31, 2023.
"Our business made significant progress in 2023, and we are very pleased to deliver results that exceeded our guidance for the year," said Peter Kelly, CEO of OPENLANE. "We are beginning to see the positive impacts of our strategic investments in innovation and technology, our brand simplification work, as well as our continued diligence around costs. Our solid execution in the fourth quarter and throughout 2023 delivered volume growth, revenue growth and margin expansion, results that I believe position OPENLANE for future growth and success."
2023 Financial Highlights
•Total revenue of $1,645 million, an increase of 8%
•Loss from continuing operations of $155 million, including a $251 million non-cash impairment
•Adjusted EBITDA of $272 million, an increase of 18%, with Marketplace contributing approximately 40%
•Marketplace volumes increased 3% and 10% in the fourth quarter
•$237 million of cash flow from operating activities
2024 Guidance
| | | | | |
| Annual Guidance |
Income from continuing operations (in millions) | $74 - $88 |
Adjusted EBITDA (in millions) | $285 - $305 |
Income from continuing operations per share - diluted * | $0.20 - $0.30 |
| Operating adjusted net income from continuing operations per share - diluted | $0.77 - $0.87 |
* 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.
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 and changes in applicable laws and regulations (including significant accounting and tax matters) and intangible impairments. The timing and amounts of these items are highly variable, difficult to predict, and of a potential size that could have a substantial impact on the company’s reported results for any given period. Prospective quantification of these items is generally not practicable. Operating adjusted net income from continuing operations per share excludes amortization expense associated with acquired intangible assets, as well as one-time charges, net of taxes. See reconciliations of the company's guidance included below.
Earnings Conference Call Information
OPENLANE will be hosting an earnings conference call and webcast on Tuesday, February 20, 2024 at 5:00 p.m. ET. The call will be hosted by OPENLANE Chief Executive Officer Peter Kelly and Chief Financial Officer Brad Lakhia. The conference call may be accessed by calling 1-833-634-2155 and asking to join the OPENLANE call. A live webcast will be available at the investor relations section of corporate.openlane.com. Supplemental financial information for OPENLANE’s fourth quarter 2023 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. The company'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, the company has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest company news, visit corporate.openlane.com.
Forward-Looking Statements
Certain statements contained in this release include "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 may be forward-looking statements. Words such as "should," "may," "will," "can," "of the opinion," "confident," "is set," "is on track," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "continues," "outlook," initiatives," "goals," "opportunities" and similar expressions identify forward-looking statements. Such statements are based on management's current expectations, are not guarantees of future performance and are subject to risks and uncertainties 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 risks and uncertainties regarding the impact of adverse market, economic and geopolitical conditions and those other matters disclosed in the company’s Securities and Exchange Commission filings, including those discussed under the heading "Risk Factors" in the company's annual and quarterly periodic reports. The company does not undertake any obligation to update any forward-looking statements.
OPENLANE, Inc.
Condensed Consolidated Statements of Income (Loss)
(In millions) (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended
December 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Operating revenues | | | | | | | |
| Auction fees | $ | 90.0 | | | $ | 80.8 | | | $ | 395.3 | | | $ | 370.3 | |
| Service revenue | 144.5 | | | 146.3 | | | 619.7 | | | 590.3 | |
| Purchased vehicle sales | 60.2 | | | 45.0 | | | 236.7 | | | 182.9 | |
| Finance-related revenue | 96.6 | | | 100.7 | | | 393.4 | | | 375.9 | |
| Total operating revenues | 391.3 | | | 372.8 | | | 1,645.1 | | | 1,519.4 | |
| | | | | | | |
| Operating expenses | | | | | | | |
| Cost of services (exclusive of depreciation and amortization) | 204.8 | | | 202.0 | | | 867.6 | | | 834.3 | |
| Selling, general and administrative | 103.8 | | | 93.0 | | | 430.4 | | | 445.1 | |
| Depreciation and amortization | 25.3 | | | 24.0 | | | 101.5 | | | 100.2 | |
| Gain on sale of property | — | | | (33.9) | | | — | | | (33.9) | |
| Goodwill and other intangibles impairment | — | | | — | | | 250.8 | | | — | |
| Total operating expenses | 333.9 | | | 285.1 | | | 1,650.3 | | | 1,345.7 | |
| | | | | | | |
| Operating profit (loss) | 57.4 | | | 87.7 | | | (5.2) | | | 173.7 | |
| | | | | | | |
| Interest expense | 39.3 | | | 35.4 | | | 155.8 | | | 119.2 | |
| Other (income) expense, net | (3.1) | | | (7.7) | | | (15.6) | | | (1.3) | |
| Loss on extinguishment of debt | — | | | 0.2 | | | 1.1 | | | 17.2 | |
| | | | | | | |
| Income (loss) from continuing operations before income taxes | 21.2 | | | 59.8 | | | (146.5) | | | 38.6 | |
| | | | | | | |
| Income taxes | 7.6 | | | 17.9 | | | 8.3 | | | 10.0 | |
| | | | | | | |
| Income (loss) from continuing operations | 13.6 | | | 41.9 | | | (154.8) | | | 28.6 | |
| Income (loss) from discontinued operations, net of income taxes | 0.7 | | | (4.8) | | | 0.7 | | | 212.6 | |
| Net income (loss) | $ | 14.3 | | | $ | 37.1 | | | $ | (154.1) | | | $ | 241.2 | |
| | | | | | | |
| Net income (loss) per share - basic | | | | | | | |
| Income (loss) from continuing operations | $ | 0.02 | | | $ | 0.21 | | | $ | (1.83) | | | $ | (0.10) | |
| Income (loss) from discontinued operations | — | | | (0.03) | | | 0.01 | | | 1.40 | |
| Net income (loss) per share - basic | $ | 0.02 | | | $ | 0.18 | | | $ | (1.82) | | | $ | 1.30 | |
| | | | | | | |
| Net income (loss) per share - diluted | | | | | | | |
| Income (loss) from continuing operations | $ | 0.02 | | | $ | 0.21 | | | $ | (1.83) | | | $ | (0.10) | |
| Income (loss) from discontinued operations | — | | | (0.03) | | | 0.01 | | | 1.40 | |
| Net income (loss) per share - diluted | $ | 0.02 | | | $ | 0.18 | | | $ | (1.82) | | | $ | 1.30 | |
OPENLANE, Inc.
Condensed Consolidated Balance Sheets
(In millions) (Unaudited)
| | | | | | | | | | | |
| December 31,
2023 | | December 31,
2022 |
| Cash and cash equivalents | $ | 93.5 | | | $ | 225.7 | |
| Restricted cash | 65.4 | | | 52.0 | |
| Trade receivables, net of allowances | 291.8 | | | 270.7 | |
| Finance receivables, net of allowances | 2,282.0 | | | 2,395.1 | |
| Other current assets | 109.2 | | | 78.9 | |
| Total current assets | 2,841.9 | | | 3,022.4 | |
| | | |
| Goodwill | 1,271.2 | | | 1,464.5 | |
| Customer relationships, net of accumulated amortization | 136.1 | | | 135.9 | |
| Operating lease right-of-use assets | 75.9 | | | 84.8 | |
| Property and equipment, net of accumulated depreciation | 169.8 | | | 123.6 | |
| Intangible and other assets | 231.4 | | | 288.6 | |
| Total assets | $ | 4,726.3 | | | $ | 5,119.8 | |
| | | |
Current liabilities, excluding obligations collateralized by
finance receivables and current maturities of debt | $ | 692.3 | | | $ | 676.9 | |
| Obligations collateralized by finance receivables | 1,631.9 | | | 1,677.6 | |
| Current maturities of debt | 154.6 | | | 288.7 | |
| Total current liabilities | 2,478.8 | | | 2,643.2 | |
| | | |
| Long-term debt | 202.4 | | | 205.3 | |
| Operating lease liabilities | 70.4 | | | 79.7 | |
| Other non-current liabilities | 35.2 | | | 60.8 | |
| Temporary equity | 612.5 | | | 612.5 | |
| Stockholders’ equity | 1,327.0 | | | 1,518.3 | |
| Total liabilities, temporary equity and stockholders’ equity | $ | 4,726.3 | | | $ | 5,119.8 | |
OPENLANE, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions) (Unaudited)
| | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 |
| Operating activities | | | |
| Net income (loss) | $ | (154.1) | | | $ | 241.2 | |
| Net income from discontinued operations | (0.7) | | | (212.6) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
| Depreciation and amortization | 101.5 | | | 100.2 | |
| Provision for credit losses | 59.2 | | | 18.6 | |
| Deferred income taxes | (29.8) | | | (2.3) | |
| Amortization of debt issuance costs | 8.7 | | | 10.7 | |
| Stock-based compensation | 16.5 | | | 16.6 | |
| Contingent consideration adjustment | 1.3 | | | — | |
| Net change in unrealized (gain) loss on investment securities | — | | | 7.1 | |
| Investment and note receivable impairment | 10.3 | | | — | |
| Gain on sale of property | — | | | (33.9) | |
| Goodwill and other intangibles impairment | 250.8 | | | — | |
| Loss on extinguishment of debt | 1.1 | | | 17.2 | |
| Other non-cash, net | 1.0 | | | 0.5 | |
Changes in operating assets and liabilities, net of acquisitions: | | | |
| Trade receivables and other assets | (66.0) | | | 107.7 | |
| Accounts payable and accrued expenses | 39.8 | | | (240.8) | |
| Payments of contingent consideration in excess of acquisition-date fair value | (2.6) | | | (26.1) | |
| Net cash provided by operating activities - continuing operations | 237.0 | | | 4.1 | |
Net cash used by operating activities - discontinued operations | (1.6) | | | (459.1) | |
| Investing activities | | | |
| Net decrease in finance receivables held for investment | 64.8 | | | 97.9 | |
| Acquisition of businesses (net of cash acquired) | (103.0) | | | (0.4) | |
| Purchases of property, equipment and computer software | (52.0) | | | (60.9) | |
| Investments in securities | (1.3) | | | (6.7) | |
| Proceeds from sale of investments | — | | | 0.3 | |
| Proceeds from note receivable | 0.7 | | | — | |
| Proceeds from the sale of property and equipment | 0.3 | | | 39.8 | |
| Net cash (used by) provided by investing activities - continuing operations | (90.5) | | | 70.0 | |
| Net cash provided by investing activities - discontinued operations | 7.0 | | | 2,077.4 | |
| Financing activities | | | |
| Net decrease in book overdrafts | (2.3) | | | (5.7) | |
| Net borrowings from lines of credit | 5.9 | | | 141.9 | |
| Net (decrease) increase in obligations collateralized by finance receivables | (55.9) | | | 1.5 | |
| Payments for debt issuance costs/amendments | (6.7) | | | (11.6) | |
| Payments on long-term debt | — | | | (928.6) | |
| Payment for early extinguishment of debt | (140.1) | | | (606.3) | |
| Payments on finance leases | (1.9) | | | (3.9) | |
| Payments of contingent consideration and deferred acquisition costs | (12.4) | | | (3.5) | |
| Issuance of common stock under stock plans | 2.7 | | | 1.4 | |
| Tax withholding payments for vested RSUs | (2.6) | | | (2.7) | |
| Repurchase and retirement of common stock | (22.2) | | | (182.2) | |
| Dividends paid on Series A Preferred Stock | (44.4) | | | (22.2) | |
| Net cash used by financing activities - continuing operations | (279.9) | | | (1,621.9) | |
| Net cash provided by financing activities - discontinued operations | — | | | 10.8 | |
| Net change in cash balances of discontinued operations | — | | | 12.4 | |
| Effect of exchange rate changes on cash | 9.2 | | | (19.4) | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (118.8) | | | 74.3 | |
| Cash, cash equivalents and restricted cash at beginning of period | 277.7 | | | 203.4 | |
| Cash, cash equivalents and restricted cash at end of period | $ | 158.9 | | | $ | 277.7 | |
| Cash paid for interest, net of proceeds from interest rate derivatives | $ | 145.2 | | | $ | 106.4 | |
| Cash paid for taxes, net of refunds - continuing operations | $ | 35.8 | | | $ | 25.6 | |
| Cash paid for taxes, net of refunds - discontinued operations | $ | 1.5 | | | $ | 378.1 | |
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) or any other performance measures derived in accordance with GAAP. Management believes that these measures provide investors additional meaningful methods to evaluate certain aspects of the company’s results period over period and for the other reasons set forth below.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings as described in our senior secured credit agreement covenant calculations. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance.
Depreciation expense for property and equipment and amortization expense of capitalized internally developed software costs relate to ongoing capital expenditures; however, amortization expense associated with acquired intangible assets, such as customer relationships, software, tradenames and noncompete agreements are not representative of ongoing capital expenditures, but have a continuing effect on our reported results. Non-GAAP financial measures of operating adjusted net income (loss) and operating adjusted net income (loss) per share, in the opinion of the company, provide comparability of the company's performance to other companies that may not have incurred these types of non-cash expenses or that report a similar measure. In addition, operating adjusted net income (loss) and operating adjusted net income (loss) per share may include adjustments for certain other charges.
EBITDA, Adjusted EBITDA, operating adjusted net income (loss) and operating adjusted net income (loss) per share have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile EBITDA and Adjusted EBITDA to income (loss) from continuing operations for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
(in millions), (unaudited) | 2023 | | 2022 | | 2023 | | 2022 |
| Income (loss) from continuing operations | $ | 13.6 | | | $ | 41.9 | | | $ | (154.8) | | | $ | 28.6 | |
| Add back: | | | | | | | |
| Income taxes | 7.6 | | | 17.9 | | | 8.3 | | | 10.0 | |
| Interest expense, net of interest income | 38.9 | | | 34.9 | | | 152.3 | | | 116.5 | |
| Depreciation and amortization | 25.3 | | | 24.0 | | | 101.5 | | | 100.2 | |
| EBITDA | 85.4 | | | 118.7 | | | 107.3 | | | 255.3 | |
| Non-cash stock-based compensation | 3.6 | | | (5.7) | | | 17.4 | | | 17.5 | |
| Loss on extinguishment of debt | — | | | 0.2 | | | 1.1 | | | 17.2 | |
| Acquisition related costs | 2.0 | | | 0.3 | | | 3.1 | | | 1.2 | |
| Securitization interest | (31.4) | | | (25.8) | | | (120.4) | | | (70.7) | |
| Gain on sale of property | — | | | (33.9) | | | — | | | (33.9) | |
| (Gain)/Loss on asset sales | — | | | — | | | — | | | (0.1) | |
| Severance | 2.1 | | | 4.2 | | | 5.5 | | | 12.4 | |
| Foreign currency (gains)/losses | (2.1) | | | (6.1) | | | (2.9) | | | 2.5 | |
| Goodwill and other intangibles impairment | — | | | — | | | 250.8 | | | — | |
| Contingent consideration adjustment | — | | | — | | | 1.3 | | | — | |
| Net change in unrealized (gains) losses on investment securities | (0.4) | | | 0.6 | | | — | | | 7.1 | |
| Professional fees related to business improvement efforts | 2.1 | | | 3.1 | | | 6.6 | | | 15.2 | |
| Other | 0.5 | | | 0.9 | | | 2.2 | | | 7.5 | |
| Total addbacks/(deductions) | (23.6) | | | (62.2) | | | 164.7 | | | (24.1) | |
| Adjusted EBITDA | $ | 61.8 | | | $ | 56.5 | | | $ | 272.0 | | | $ | 231.2 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | (17.7) | | | $ | 31.3 | | | $ | 13.6 | |
| Add back: | | | | | |
| Income taxes | (2.5) | | | 10.1 | | | 7.6 | |
| Interest expense, net of interest income | 4.9 | | | 34.0 | | | 38.9 | |
| Depreciation and amortization | 22.7 | | | 2.6 | | | 25.3 | |
| Intercompany interest | 9.8 | | | (9.8) | | | — | |
| EBITDA | 17.2 | | | 68.2 | | | 85.4 | |
| Non-cash stock-based compensation | 2.7 | | | 0.9 | | | 3.6 | |
| Acquisition related costs | 2.0 | | | — | | | 2.0 | |
| Securitization interest | — | | | (31.4) | | | (31.4) | |
| Severance | 2.0 | | | 0.1 | | | 2.1 | |
| Foreign currency (gains)/losses | (2.1) | | | — | | | (2.1) | |
| Net change in unrealized (gains) losses on investment securities | — | | | (0.4) | | | (0.4) | |
| Professional fees related to business improvement efforts | 1.7 | | | 0.4 | | | 2.1 | |
Other | 0.2 | | | 0.3 | | | 0.5 | |
| Total addbacks/(deductions) | 6.5 | | | (30.1) | | | (23.6) | |
| Adjusted EBITDA | $ | 23.7 | | | $ | 38.1 | | | $ | 61.8 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | (277.5) | | | $ | 122.7 | | | $ | (154.8) | |
| Add back: | | | | | |
| Income taxes | (40.4) | | | 48.7 | | | 8.3 | |
| Interest expense, net of interest income | 21.7 | | | 130.6 | | | 152.3 | |
| Depreciation and amortization | 92.2 | | | 9.3 | | | 101.5 | |
| Intercompany interest | 33.9 | | | (33.9) | | | — | |
| EBITDA | (170.1) | | | 277.4 | | | 107.3 | |
| Non-cash stock-based compensation | 13.2 | | | 4.2 | | | 17.4 | |
| Loss on extinguishment of debt | 1.1 | | | — | | | 1.1 | |
| Acquisition related costs | 3.1 | | | — | | | 3.1 | |
| Securitization interest | — | | | (120.4) | | | (120.4) | |
| Severance | 5.1 | | | 0.4 | | | 5.5 | |
| Foreign currency (gains)/losses | (2.9) | | | — | | | (2.9) | |
| Goodwill and other intangibles impairment | 250.8 | | | — | | | 250.8 | |
| Contingent consideration adjustment | 1.3 | | | — | | | 1.3 | |
| Professional fees related to business improvement efforts | 5.4 | | | 1.2 | | | 6.6 | |
Other | 1.3 | | | 0.9 | | | 2.2 | |
| Total addbacks/(deductions) | 278.4 | | | (113.7) | | | 164.7 | |
| Adjusted EBITDA | $ | 108.3 | | | $ | 163.7 | | | $ | 272.0 | |
The following table reconciles operating adjusted net income (loss) and operating adjusted net income (loss) per diluted share to net income (loss) for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
(in millions, except per share amounts), (unaudited) | 2023 | | 2022 | | 2023 | | 2022 |
Net income (loss) from continuing operations (1) | $ | 13.6 | | | $ | 41.9 | | | $ | (154.8) | | | $ | 28.6 | |
| Acquired amortization expense | 9.5 | | | 8.0 | | | 37.8 | | | 33.0 | |
| Loss on extinguishment of debt | — | | | 0.2 | | | 1.1 | | | 17.2 | |
| Contingent consideration adjustment | — | | | — | | | 1.3 | | | — | |
| Goodwill and other intangibles impairment | — | | | — | | | 250.8 | | | — | |
Income taxes (2) | (0.1) | | | (2.5) | | | (32.5) | | | (13.0) | |
| Operating adjusted net income from continuing operations | $ | 23.0 | | | $ | 47.6 | | | $ | 103.7 | | | $ | 65.8 | |
| | | | | | | |
Net income (loss) from discontinued operations | $ | 0.7 | | | $ | (4.8) | | | $ | 0.7 | | | $ | 212.6 | |
| Acquired amortization expense | — | | | — | | | — | | | 5.9 | |
Income taxes (2) | — | | | — | | | — | | | (1.5) | |
| Operating adjusted net income (loss) from discontinued operations | $ | 0.7 | | | $ | (4.8) | | | $ | 0.7 | | | $ | 217.0 | |
| | | | | | | |
| Operating adjusted net income | $ | 23.7 | | | $ | 42.8 | | | $ | 104.4 | | | $ | 282.8 | |
| | | | | | | |
Operating adjusted net income from continuing operations per share - diluted | $ | 0.16 | | | $ | 0.33 | | | $ | 0.72 | | | $ | 0.43 | |
Operating adjusted net income (loss) from discontinued operations per share - diluted | — | | | (0.04) | | | — | | | 1.43 | |
| Operating adjusted net income per share - diluted | $ | 0.16 | | | $ | 0.29 | | | $ | 0.72 | | | $ | 1.86 | |
| | | | | | | |
Weighted average diluted shares - including assumed conversion of preferred shares | 144.7 | | | 145.7 | | | 144.8 | | | 151.9 | |
(1)The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the calculation of operating adjusted net income (loss) and operating adjusted net income (loss) per diluted share.
(2)For the three months and year ended December 31, 2023, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments, 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 $36.4 million valuation allowance against the U.S. net deferred tax asset. For the three months and year ended December 31, 2022, the effective tax rate at the end of each period was used to determine the amount of income tax on the adjustments to net income.
The following table reconciles EBITDA and Adjusted EBITDA to income from continuing operations for the 2024 guidance presented:
| | | | | | | | | | | |
| 2024 Guidance |
(in millions), (unaudited) | Low | | High |
Income from continuing operations | $ | 74 | | | $ | 88 | |
| Add back: | | | |
| Income taxes | 49 | | | 59 | |
| Interest expense, net of interest income | 156 | | | 154 | |
| Depreciation and amortization | 106 | | | 104 | |
| EBITDA | 385 | | | 405 | |
| Total addbacks/(deductions), net | (100) | | | (100) | |
| Adjusted EBITDA | $ | 285 | | | $ | 305 | |
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 2024 guidance presented:
| | | | | | | | | | | |
| 2024 Guidance |
(in millions, except per share amounts), (unaudited) | Low | | High |
Income from continuing operations | $ | 74 | | | $ | 88 | |
Acquired amortization expense | 38 | | | 38 | |
| Operating adjusted net income from continuing operations | $ | 112 | | | $ | 126 | |
| | | |
| Operating adjusted net income from continuing operations per share – diluted | $ | 0.77 | | | $ | 0.87 | |
| | | |
| Weighted average diluted shares - including assumed conversion of preferred shares | 145 | | | 145 | |
EXHIBIT 99.2
OPENLANE, Inc.
Q4 and YTD 2023 Supplemental Financial Information
February 20, 2024
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) or any other performance measures derived in accordance with GAAP.
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. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile EBITDA and Adjusted EBITDA to income (loss) from continuing operations for the periods presented:
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | (17.7) | | | $ | 31.3 | | | $ | 13.6 | |
| Add back: | | | | | |
| Income taxes | (2.5) | | | 10.1 | | | 7.6 | |
| Interest expense, net of interest income | 4.9 | | | 34.0 | | | 38.9 | |
| Depreciation and amortization | 22.7 | | | 2.6 | | | 25.3 | |
| Intercompany interest | 9.8 | | | (9.8) | | | — | |
| EBITDA | 17.2 | | | 68.2 | | | 85.4 | |
| Non-cash stock-based compensation | 2.7 | | | 0.9 | | | 3.6 | |
| Acquisition related costs | 2.0 | | | — | | | 2.0 | |
| Securitization interest | — | | | (31.4) | | | (31.4) | |
| Severance | 2.0 | | | 0.1 | | | 2.1 | |
| Foreign currency (gains)/losses | (2.1) | | | — | | | (2.1) | |
| Net change in unrealized (gains) losses on investment securities | — | | | (0.4) | | | (0.4) | |
| Professional fees related to business improvement efforts | 1.7 | | | 0.4 | | | 2.1 | |
Other | 0.2 | | | 0.3 | | | 0.5 | |
| Total addbacks/(deductions) | 6.5 | | | (30.1) | | | (23.6) | |
| Adjusted EBITDA | $ | 23.7 | | | $ | 38.1 | | | $ | 61.8 | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | 5.8 | | | $ | 36.1 | | | $ | 41.9 | |
| Add back: | | | | | |
| Income taxes | 4.5 | | | 13.4 | | | 17.9 | |
| Interest expense, net of interest income | 6.8 | | | 28.1 | | | 34.9 | |
| Depreciation and amortization | 22.2 | | | 1.8 | | | 24.0 | |
| Intercompany interest | 5.3 | | | (5.3) | | | — | |
| EBITDA | 44.6 | | | 74.1 | | | 118.7 | |
| Non-cash stock-based compensation | (4.7) | | | (1.0) | | | (5.7) | |
| Loss on extinguishment of debt | 0.2 | | | — | | | 0.2 | |
| Acquisition related costs | 0.3 | | | — | | | 0.3 | |
| Securitization interest | — | | | (25.8) | | | (25.8) | |
| Gain on sale of property | (33.9) | | | — | | | (33.9) | |
| Severance | 4.0 | | | 0.2 | | | 4.2 | |
| Foreign currency (gains)/losses | (6.1) | | | — | | | (6.1) | |
| Net change in unrealized (gains) losses on investment securities | — | | | 0.6 | | | 0.6 | |
| Professional fees related to business improvement efforts | 2.6 | | | 0.5 | | | 3.1 | |
| Other | 0.7 | | | 0.2 | | | 0.9 | |
| Total addbacks/(deductions) | (36.9) | | | (25.3) | | | (62.2) | |
| Adjusted EBITDA | $ | 7.7 | | | $ | 48.8 | | | $ | 56.5 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | (277.5) | | | $ | 122.7 | | | $ | (154.8) | |
| Add back: | | | | | |
| Income taxes | (40.4) | | | 48.7 | | | 8.3 | |
| Interest expense, net of interest income | 21.7 | | | 130.6 | | | 152.3 | |
| Depreciation and amortization | 92.2 | | | 9.3 | | | 101.5 | |
| Intercompany interest | 33.9 | | | (33.9) | | | — | |
| EBITDA | (170.1) | | | 277.4 | | | 107.3 | |
| Non-cash stock-based compensation | 13.2 | | | 4.2 | | | 17.4 | |
| Loss on extinguishment of debt | 1.1 | | | — | | | 1.1 | |
| Acquisition related costs | 3.1 | | | — | | | 3.1 | |
| Securitization interest | — | | | (120.4) | | | (120.4) | |
| Severance | 5.1 | | | 0.4 | | | 5.5 | |
| Foreign currency (gains)/losses | (2.9) | | | — | | | (2.9) | |
| Goodwill and other intangibles impairment | 250.8 | | | — | | | 250.8 | |
| Contingent consideration adjustment | 1.3 | | | — | | | 1.3 | |
| Professional fees related to business improvement efforts | 5.4 | | | 1.2 | | | 6.6 | |
| Other | 1.3 | | | 0.9 | | | 2.2 | |
| Total addbacks/(deductions) | 278.4 | | | (113.7) | | | 164.7 | |
| Adjusted EBITDA | $ | 108.3 | | | $ | 163.7 | | | $ | 272.0 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 |
(Dollars in millions), (Unaudited) | Marketplace | | Finance | | Consolidated |
Income (loss) from continuing operations | $ | (105.7) | | | $ | 134.3 | | | $ | 28.6 | |
| Add back: | | | | | |
| Income taxes | (36.4) | | | 46.4 | | | 10.0 | |
| Interest expense, net of interest income | 37.6 | | | 78.9 | | | 116.5 | |
| Depreciation and amortization | 92.3 | | | 7.9 | | | 100.2 | |
| Intercompany interest | 8.4 | | | (8.4) | | | — | |
| EBITDA | (3.8) | | | 259.1 | | | 255.3 | |
| Non-cash stock-based compensation | 14.2 | | | 3.3 | | | 17.5 | |
| Loss on extinguishment of debt | 17.2 | | | — | | | 17.2 | |
| Acquisition related costs | 1.2 | | | — | | | 1.2 | |
| Securitization interest | — | | | (70.7) | | | (70.7) | |
| Gain on sale of property | (33.9) | | | — | | | (33.9) | |
| (Gain)/Loss on asset sales | (0.1) | | | — | | | (0.1) | |
| Severance | 11.7 | | | 0.7 | | | 12.4 | |
| Foreign currency (gains)/losses | 2.5 | | | — | | | 2.5 | |
| Net change in unrealized (gains) losses on investment securities | — | | | 7.1 | | | 7.1 | |
| Professional fees related to business improvement efforts | 13.3 | | | 1.9 | | | 15.2 | |
| Other | 7.1 | | | 0.4 | | | 7.5 | |
| Total addbacks/(deductions) | 33.2 | | | (57.3) | | | (24.1) | |
| Adjusted EBITDA | $ | 29.4 | | | $ | 201.8 | | | $ | 231.2 | |
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 (loss) for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Twelve Months Ended |
(Dollars in millions), (Unaudited) | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 | | December 31,
2023 |
| Net income (loss) | $ | 12.7 | | | $ | (193.8) | | | $ | 12.7 | | | $ | 14.3 | | | $ | (154.1) | |
| Less: Income from discontinued operations | — | | | — | | | — | | | 0.7 | | | 0.7 | |
| Income (loss) from continuing operations | 12.7 | | | (193.8) | | | 12.7 | | | 13.6 | | | (154.8) | |
| Add back: | | | | | | | | | |
| Income taxes | 7.3 | | | (19.3) | | | 12.7 | | | 7.6 | | | 8.3 | |
| Interest expense, net of interest income | 37.4 | | | 37.5 | | | 38.5 | | | 38.9 | | | 152.3 | |
| Depreciation and amortization | 23.0 | | | 26.8 | | | 26.4 | | | 25.3 | | | 101.5 | |
| EBITDA | 80.4 | | | (148.8) | | | 90.3 | | | 85.4 | | | 107.3 | |
| Non-cash stock-based compensation | 3.8 | | | 5.5 | | | 4.5 | | | 3.6 | | | 17.4 | |
| Loss on extinguishment of debt | — | | | 1.1 | | | — | | | — | | | 1.1 | |
| Acquisition related costs | 0.3 | | | 0.3 | | | 0.5 | | | 2.0 | | | 3.1 | |
| Securitization interest | (27.8) | | | (29.6) | | | (31.6) | | | (31.4) | | | (120.4) | |
| Severance | 0.5 | | | 1.0 | | | 1.9 | | | 2.1 | | | 5.5 | |
| Foreign currency (gains)/losses | 0.1 | | | 0.3 | | | (1.2) | | | (2.1) | | | (2.9) | |
| Goodwill and other intangibles impairment | — | | | 250.8 | | | — | | | — | | | 250.8 | |
| Contingent consideration adjustment | — | | | 1.3 | | | — | | | — | | | 1.3 | |
| Net change in unrealized (gains) losses on investment securities | 0.1 | | | (0.2) | | | 0.5 | | | (0.4) | | | — | |
| Professional fees related to business improvement efforts | 0.7 | | | 2.1 | | | 1.7 | | | 2.1 | | | 6.6 | |
| Other | 0.8 | | | — | | | 0.9 | | | 0.5 | | | 2.2 | |
| Total addbacks/(deductions) | (21.5) | | | 232.6 | | | (22.8) | | | (23.6) | | | 164.7 | |
| Adjusted EBITDA from continuing operations | $ | 58.9 | | | $ | 83.8 | | | $ | 67.5 | | | $ | 61.8 | | | $ | 272.0 | |
Results of Operations
OPENLANE Results | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Year Ended
December 31, |
| (Dollars in millions except per share amounts) | 2023 | | 2022 | | 2023 | | 2022 |
| Revenues from continuing operations | | | | | | | |
| Auction fees | $ | 90.0 | | | $ | 80.8 | | | $ | 395.3 | | | $ | 370.3 | |
| Service revenue | 144.5 | | | 146.3 | | | 619.7 | | | 590.3 | |
| Purchased vehicle sales | 60.2 | | | 45.0 | | | 236.7 | | | 182.9 | |
| Finance-related revenue | 96.6 | | | 100.7 | | | 393.4 | | | 375.9 | |
| Total revenues from continuing operations | 391.3 | | | 372.8 | | | 1,645.1 | | | 1,519.4 | |
| Cost of services* | 204.8 | | | 202.0 | | | 867.6 | | | 834.3 | |
| Gross profit* | 186.5 | | | 170.8 | | | 777.5 | | | 685.1 | |
| Selling, general and administrative | 103.8 | | | 93.0 | | | 430.4 | | | 445.1 | |
| Depreciation and amortization | 25.3 | | | 24.0 | | | 101.5 | | | 100.2 | |
| Gain on sale of property | — | | | (33.9) | | | — | | | (33.9) | |
| Goodwill and other intangibles impairment | — | | | — | | | 250.8 | | | — | |
| Operating profit (loss) | 57.4 | | | 87.7 | | | (5.2) | | | 173.7 | |
| Interest expense | 39.3 | | | 35.4 | | | 155.8 | | | 119.2 | |
| Other (income) expense, net | (3.1) | | | (7.7) | | | (15.6) | | | (1.3) | |
| Loss on extinguishment of debt | — | | | 0.2 | | | 1.1 | | | 17.2 | |
| Income (loss) from continuing operations before income taxes | 21.2 | | | 59.8 | | | (146.5) | | | 38.6 | |
| Income taxes | 7.6 | | | 17.9 | | | 8.3 | | | 10.0 | |
| Income (loss) from continuing operations | 13.6 | | | 41.9 | | | (154.8) | | | 28.6 | |
| Income (loss) from discontinued operations, net of income taxes | 0.7 | | | (4.8) | | | 0.7 | | | 212.6 | |
| Net income (loss) | $ | 14.3 | | | $ | 37.1 | | | $ | (154.1) | | | $ | 241.2 | |
| Income (loss) from continuing operations per share | | | | | | | |
| Basic | $ | 0.02 | | | $ | 0.21 | | | $ | (1.83) | | | $ | (0.10) | |
| Diluted | $ | 0.02 | | | $ | 0.21 | | | $ | (1.83) | | | $ | (0.10) | |
* Exclusive of depreciation and amortization
Overview of OPENLANE Results for the Three Months Ended December 31, 2023 and 2022
Overview
For the three months ended December 31, 2023, we had revenue of $391.3 million compared with revenue of $372.8 million for the three months ended December 31, 2022, an increase of 5%. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization increased $1.3 million, or 5%, to $25.3 million for the three months ended December 31, 2023, compared with $24.0 million for the three months ended December 31, 2022. The increase in depreciation and amortization was primarily the result of the amortization of the ADESA tradename, which was previously an indefinite-lived asset.
Gain on Sale of Property
In October 2022, the Company closed on the sale of excess land in Montreal which resulted in a gain of $33.9 million.
Interest Expense
Interest expense increased $3.9 million, or 11%, to $39.3 million for the three months ended December 31, 2023, compared with $35.4 million for the three months ended December 31, 2022. Interest expense increased $5.8 million at AFC and the increase was attributable to an increase in the average interest rate on the AFC securitization obligations to approximately 7.7% for the three months ended December 31, 2023, as compared with approximately 6.2% for the three months ended December 31, 2022. These items were partially offset by a decrease in interest expense resulting from the repayment of senior note debt in 2023.
Other (Income) Expense, Net
For the three months ended December 31, 2023, we had other income of $3.1 million compared with $7.7 million for the three months ended December 31, 2022. The decrease in other income was primarily attributable to a decrease in foreign currency gains on intercompany balances of $4.0 million and a decrease in other miscellaneous income aggregating $0.6 million.
Income Taxes
We had an effective tax rate of 35.8% for the three months ended December 31, 2023, compared with an effective tax rate of 29.9% for the three months ended December 31, 2022. The effective tax rate for the three months ended December 31, 2023 was unfavorably impacted by an increase in the valuation allowance related to current year movement of the adjusted U.S. net deferred tax asset and tax expense related to current and planned distribution of foreign earnings.
Income (Loss) from Discontinued Operations
In May 2022, Carvana acquired the ADESA U.S. physical auction business from the Company. As such, the financial results of the ADESA U.S. physical auction business have been accounted for as discontinued operations for all periods presented. The $0.7 million in income from discontinued operations for the three months ended December 31, 2023 was comprised of an adjustment to income taxes. The $4.8 million loss from discontinued operations for the three months ended December 31, 2022 was comprised of an adjustment to income taxes of $5.8 million, partially offset by a $1.0 million reduction to stock-based compensation expense resulting from the true-up of performance-based restricted stock units.
Impact of Foreign Currency
For the three months ended December 31, 2023 compared with the three months ended December 31, 2022, the change in the euro exchange rate increased revenue by $3.6 million, operating profit by $0.3 million and net income by $0.2 million. For the three months ended December 31, 2023 compared with the three months ended December 31, 2022, the change in the Canadian dollar exchange rate decreased revenue by $0.3 million, operating profit by $0.1 million and had no impact on net income.
Overview of OPENLANE Results for the Year Ended December 31, 2023 and 2022
Overview
For the year ended December 31, 2023, we had revenue of $1,645.1 million compared with revenue of $1,519.4 million for the year ended December 31, 2022, an increase of 8%. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization increased $1.3 million, or 1%, to $101.5 million for the year ended December 31, 2023, compared with $100.2 million for the year ended December 31, 2022. The increase in depreciation and amortization was primarily the result of the amortization of the ADESA tradename, which was previously an indefinite-lived asset, partially offset by assets that have become fully depreciated and a reduction in assets placed in service.
Gain on Sale of Property
In October 2022, the Company closed on the sale of excess land in Montreal which resulted in a gain of $33.9 million.
Goodwill and Other Intangibles Impairment
Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. The Company tests goodwill and indefinite-lived tradenames for impairment at the reporting unit level annually during the second quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. When performing the impairment assessment, the fair value of the Company's reporting units are estimated using the expected present value of future cash flows (Level 3 inputs).
As part of this annual process, in the second quarter of 2023 the Company updated its forecasts for all of its reporting units, including an updated estimate for near-term and long-term revenue growth rates reflecting a slower overall recovery in vehicle volumes. Discount rates and other cash flow assumptions used in the valuations were also adjusted. As a result of this impairment assessment, it was determined that the fair value was lower than the carrying value for our U.S. Dealer-to-Dealer and Europe reporting units (both within the Marketplace segment). Accordingly, the Company recorded non-cash goodwill impairment charges totaling $218.9 million related to our U.S. Dealer-to-Dealer reporting unit and $6.4 million related to our Europe reporting unit. The goodwill impairment charge related to our U.S. Dealer-to-Dealer reporting unit relates to tax deductible goodwill, and as such the impairment resulted in a deferred tax benefit of $52.5 million. The goodwill impairment related to our U.S. Dealer-to-Dealer reporting unit was primarily driven by lower near-term and long-term revenue growth associated with a slower overall recovery in vehicle volumes. The goodwill impairment related to our Europe reporting unit was driven by combining two previously separate reporting units (ADESA U.K. and ADESA Europe) into a single reporting unit. Including ADESA U.K. in the reporting unit resulted in a reduction in the overall fair value of the combined reporting unit, resulting in an impairment charge. The fair value of the remaining reporting units were in excess of their carrying value. The impairment charges were reported as a component of "Goodwill and other intangibles impairment" in the consolidated statements of income (loss).
As a result of the second quarter 2023 impairment charges, the carrying value of the U.S. Dealer-to-Dealer and Europe reporting units now approximate fair value. The assumptions used in the discounted cash flow analysis are subject to inherent uncertainties and subjectivity. As such, changes in our future forecasts, operating results, cash flows, discount rates and other factors used to estimate the fair value of our reporting units may result in additional goodwill impairment charges in the future, and could have a material, non-cash, effect on our consolidated operating profit (loss) and net income (loss).
We will continue to monitor events occurring or circumstances changing which may suggest that goodwill should be reevaluated during interim periods. As of December 31, 2023, the remaining carrying value of goodwill related to the U.S. Dealer-to-Dealer and Europe reporting units was $87.3 million and $120.8 million, respectively.
In addition, the second quarter 2023 announcement of the rebrand to an OPENLANE branded marketplace from the ADESA branded marketplaces served as a triggering event requiring a re-evaluation of the useful life and impairment of the ADESA tradename. As such, the Company evaluated the $122.8 million carrying amount of its indefinite-lived ADESA tradename, resulting in a non-cash impairment charge totaling $25.5 million in the second quarter of 2023 and associated deferred tax benefit of $6.5 million (within the Marketplace segment). The impairment charge was reported as a component of "Goodwill and other intangibles impairment" in the consolidated statements of income (loss). The ADESA tradename is expected to continue to generate cash flows pursuant to the purchase and commercial agreements with Carvana and its affiliates for a defined period. The fair value of the ADESA tradename was estimated using the royalty savings method (Level 3 inputs). Furthermore, as a result of the rebrand to OPENLANE, the ADESA tradename is no longer deemed to have an indefinite life and its remaining carrying amount of $97.3 million will be amortized over a remaining useful life of approximately 6 years.
The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we recorded a $36.4 million valuation allowance against the U.S. net deferred tax asset at December 31, 2023.
Interest Expense
Interest expense increased $36.6 million, or 31%, to $155.8 million for the year ended December 31, 2023, compared with $119.2 million for the year ended December 31, 2022. Interest expense increased $51.6 million at AFC and the increase was attributable to an increase in the average interest rate on the AFC securitization obligations to approximately 7.4% for the year ended December 31, 2023, as compared with approximately 4.0% for the year ended December 31, 2022. In addition, in 2022, there was a realized gain of $16.7 million related to the
discontinuance of hedge accounting and termination of the interest rate swaps. These items were partially offset by a decrease in interest expense resulting from repayments of term loan and senior note debt in 2022 and 2023.
Other (Income) Expense, Net
For the year ended December 31, 2023, we had other income of $15.6 million compared with $1.3 million for the year ended December 31, 2022. The increase in other income was primarily attributable to the receipt of $20.0 million in connection with the early termination of a contractual arrangement and a net decrease in realized and unrealized losses on investment securities of $6.7 million, partially offset by the impairment of an equity security and note receivable with the same investee aggregating $10.3 million, a $1.3 million increase in contingent consideration valuation adjustment and a decrease in other miscellaneous income items aggregating $6.2 million. In addition, there were $2.9 million in foreign currency gains on intercompany balances for the year ended December 31, 2023, compared with $2.5 million in foreign currency losses on intercompany balances for the year ended December 31, 2022.
Loss on Extinguishment of Debt
In 2023, we replaced the Previous Revolving Credit Facility and also prepaid a portion of the senior notes. As a result of these items, we recorded a loss on extinguishment of debt totaling $1.1 million. The loss was primarily the result of the write-off of unamortized debt issuance costs associated with lenders not participating in the Revolving Credit Facility and unamortized debt issuance costs associated with the portion of the senior notes repaid.
In 2022, we prepaid the outstanding balance on Term Loan B-6, as well as a portion of the senior notes with proceeds from the Transaction. As a result of these repayments, we recorded a loss on extinguishment of debt totaling $17.2 million primarily representative of the early repayment premium on the senior notes and the write-off of unamortized debt issuance costs associated with Term Loan B-6 and the portion of the senior notes repaid.
Income Taxes
We had an effective tax rate of -5.7% resulting in expense on a pre-tax loss for the year ended December 31, 2023, compared with an effective tax rate of 25.9% for the year ended December 31, 2022. The effective tax rate for the year ended December 31, 2023 was impacted by the goodwill and other intangibles impairment charges and resulting $59.0 million deferred tax benefit recorded with respect to the impairment of tax deductible goodwill and the impairment of other intangibles, partially offset by the $36.4 million deferred tax expense associated with the recording of valuation allowance against the U.S. net deferred tax asset.
Income from Discontinued Operations
In May 2022, Carvana acquired the ADESA U.S. physical auction business from the Company. As such, the financial results of the ADESA U.S. physical auction business have been accounted for as discontinued operations for all periods presented. For the year ended December 31, 2023 and 2022, the Company's financial statements included income from discontinued operations of $0.7 million and $212.6 million, respectively. The $0.7 million in income from discontinued operations for the year ended December 31, 2023 was comprised of an adjustment to income taxes.
Impact of Foreign Currency
For the year ended December 31, 2023 compared with the year ended December 31, 2022, the change in the Canadian dollar exchange rate decreased revenue by $13.9 million, operating profit by $3.5 million and net income by $1.5 million. For the year ended December 31, 2023 compared with the year ended December 31, 2022, the change in the euro exchange rate increased revenue by $7.0 million, operating profit by $0.5 million and net income by $0.3 million.
Marketplace Results | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended
December 31, |
| (Dollars in millions, except per vehicle amounts) | 2023 | | 2022 | | 2023 | | 2022 |
| Auction fees | $ | 90.0 | | | $ | 80.8 | | | $ | 395.3 | | | $ | 370.3 | |
| Service revenue | 144.5 | | | 146.3 | | | 619.7 | | | 590.3 | |
| Purchased vehicle sales | 60.2 | | | 45.0 | | | 236.7 | | | 182.9 | |
| Total Marketplace revenue from continuing operations | 294.7 | | | 272.1 | | | 1,251.7 | | | 1,143.5 | |
| Cost of services* | 188.5 | | | 186.3 | | | 801.7 | | | 771.2 | |
| Gross profit* | 106.2 | | | 85.8 | | | 450.0 | | | 372.3 | |
| Selling, general and administrative | 91.7 | | | 82.8 | | | 380.6 | | | 398.6 | |
| Depreciation and amortization | 22.7 | | | 22.2 | | | 92.2 | | | 92.3 | |
| Gain on sale of property | — | | | (33.9) | | | — | | | (33.9) | |
| Goodwill and other intangibles impairment | — | | | — | | | 250.8 | | | — | |
| Operating profit (loss) | $ | (8.2) | | | $ | 14.7 | | | $ | (273.6) | | | $ | (84.7) | |
| | | | | | | |
| Commercial vehicles sold | 183,000 | | | 151,000 | | | 710,000 | | | 661,000 | |
| Dealer consignment vehicles sold | 135,000 | | 138,000 | | | 621,000 | | 636,000 | |
| Total vehicles sold | 318,000 | | 289,000 | | 1,331,000 | | 1,297,000 |
| Gross profit percentage, excluding purchased vehicles* | 45.3% | | 37.8% | | 44.3% | | 38.8% |
* Exclusive of depreciation and amortization
Overview of Marketplace Results for the Three Months Ended December 31, 2023 and 2022
Total Marketplace Revenue
Revenue from the Marketplace segment increased $22.6 million, or 8%, to $294.7 million for the three months ended December 31, 2023, compared with $272.1 million for the three months ended December 31, 2022. The change in revenue included the impact of an increase in revenue of $3.6 million due to fluctuations in the euro exchange rate, partially offset by a decrease in revenue of $0.3 million due to fluctuations in the Canadian dollar exchange rate. The increase in revenue was primarily attributable to the increases in purchased vehicle sales and auction fees (discussed below).
The 10% increase in the number of vehicles sold was comprised of a 21% increase in commercial volumes and a 2% decrease in dealer consignment volumes. The GMV of vehicles sold for the three months ended December 31, 2023 was approximately $5.7 billion.
Auction Fees
Auction fees increased $9.2 million, or 11%, to $90.0 million for the three months ended December 31, 2023, compared with $80.8 million for the three months ended December 31, 2022. The number of vehicles sold increased 10%. Auction fees per vehicle sold for the three months ended December 31, 2023 increased $3, or 1%, to $283, compared with $280 for the three months ended December 31, 2022. The increase in auction fees per vehicle sold reflects the impact of price increases and the introduction of new auction related services.
Service Revenue
Service revenue decreased $1.8 million, or 1%, to $144.5 million for the three months ended December 31, 2023 compared with $146.3 million for the three months ended December 31, 2022, primarily as a result of a decrease in transportation revenue of $13.0 million, partially offset by increases in repossession and remarketing fees of $6.9 million, inspection service revenue of $1.4 million and a net increase in other miscellaneous service revenues aggregating approximately $2.9 million.
Purchased Vehicle Sales
Purchased vehicle sales, which include the entire selling price of the vehicle, increased $15.2 million, or 34%, to $60.2 million for the three months ended December 31, 2023, compared with $45.0 million for the three months ended December 31, 2022, primarily as a result of an increase in the number of purchased vehicles sold.
Gross Profit
For the three months ended December 31, 2023, gross profit for the Marketplace segment increased $20.4 million, or 24%, to $106.2 million, compared with $85.8 million for the three months ended December 31, 2022. Revenue increased 8% for the three months ended December 31, 2023, while cost of services increased 1% during the same period. Gross profit for the Marketplace segment was 36.0% of revenue for the three months ended December 31, 2023, compared with 31.5% of revenue for the three months ended December 31, 2022. Excluding purchased vehicle sales, gross profit as a percentage of revenue was 45.3% and 37.8% for the three months ended December 31, 2023 and 2022, respectively. The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold.
Gross profit as a percentage of revenue increased for the three months ended December 31, 2023 as compared with the three months ended December 31, 2022, primarily due to improved mix in our transportation services, improved profitability in our dealer-to-dealer platforms and cost savings initiatives.
Selling, General and Administrative
Selling, general and administrative expenses for the Marketplace segment increased $8.9 million, or 11%, to $91.7 million for the three months ended December 31, 2023, compared with $82.8 million for the three months ended December 31, 2022, primarily as a result of increases in stock-based compensation of $7.4 million, information technology costs of $2.4 million and compensation expense of $1.6 million, partially offset by decreases in severance of $1.9 million and other miscellaneous expenses aggregating $0.6 million.
Gain on Sale of Property
In October 2022, the Company closed on the sale of excess land in Montreal which resulted in a gain of $33.9 million.
Overview of Marketplace Results for the Year Ended December 31, 2023 and 2022
Total Marketplace Revenue
Revenue from the Marketplace segment increased $108.2 million, or 9%, to $1,251.7 million for the year ended December 31, 2023, compared with $1,143.5 million for the year ended December 31, 2022. The change in revenue included the impact of a decrease in revenue of $11.5 million due to fluctuations in the Canadian dollar exchange rate, partially offset by an increase in revenue of $7.0 million due to fluctuations in the euro exchange rate. The increase in revenue was primarily attributable to the increases in auction fees, service revenue and purchased vehicle sales (discussed below).
The 3% increase in the number of vehicles sold was comprised of a 7% increase in commercial volumes and a 2% decrease in dealer consignment volumes. The gross merchandise value ("GMV") of vehicles sold for the year ended December 31, 2023 was approximately $24.1 billion.
Auction Fees
Auction fees increased $25.0 million, or 7%, to $395.3 million for the year ended December 31, 2023, compared with $370.3 million for the year ended December 31, 2022. The number of vehicles sold increased 3%. Auction fees per vehicle sold for the year ended December 31, 2023 increased $11, or 4%, to $297, compared with $286 for the year ended December 31, 2022. The increase in auction fees per vehicle sold reflects the impact of price increases and the introduction of new auction related services.
Service Revenue
Service revenue increased $29.4 million, or 5%, to $619.7 million for the year ended December 31, 2023, compared with $590.3 million for the year ended December 31, 2022, primarily as a result of increases in repossession and remarketing fees of $25.1 million, third-party fees for platform services of $9.0 million, inspection service revenue of $7.1 million and a net increase in other miscellaneous service revenues aggregating approximately $4.3 million, partially offset by decreases in transportation revenue of $13.6 million and reconditioning revenue of $2.5 million.
Purchased Vehicle Sales
Purchased vehicle sales, which include the entire selling price of the vehicle, increased $53.8 million, or 29%, to $236.7 million for the year ended December 31, 2023, compared with $182.9 million for the year ended December 31, 2022, primarily as a result of an increase in the number of purchased vehicles sold and the average selling price of purchased vehicles sold in Europe.
Gross Profit
For the year ended December 31, 2023, gross profit from the Marketplace segment increased $77.7 million, or 21%, to $450.0 million, compared with $372.3 million for the year ended December 31, 2022. Revenue increased 9% for the year ended December 31, 2023, while cost of services increased 4% during the same period. Gross profit from the Marketplace segment was 36.0% of revenue for the year ended December 31, 2023, compared with 32.6% of revenue for the year ended December 31, 2022. Excluding purchased vehicle sales, gross profit as a percentage of revenue was 44.3% and 38.8% for the years ended December 31, 2023 and 2022, respectively. The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold.
Gross profit as a percentage of revenue increased for the year ended December 31, 2023 as compared with the year ended December 31, 2022, primarily due to improved transportation margins, improved profitability in our dealer-to-dealer platforms, cost savings initiatives and an increase in third-party fees for platform services.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment decreased $18.0 million, or 5%, to $380.6 million for the year ended December 31, 2023, compared with $398.6 million for the year ended December 31, 2022, primarily as a result of decreases in professional fees of $9.8 million, severance of $5.9 million, fluctuations in the Canadian exchange rate of $5.5 million, telecom expenses of $3.0 million, information technology costs of $1.6 million and stock-based compensation of $1.0 million, partially offset by increases in incentive-based compensation of $3.4 million, marketing costs of $2.8 million, compensation expense of $1.3 million and other miscellaneous expenses aggregating $1.3 million.
Gain on Sale of Property
In October 2022, the Company closed on the sale of excess land in Montreal which resulted in a gain of $33.9 million.
Goodwill and Other Intangibles Impairment
See the above discussion of goodwill and other intangibles impairment in the consolidated results of operations for OPENLANE, Inc.
Finance Results | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended
December 31, |
| (Dollars in millions except volumes and per loan amounts) | 2023 | | 2022 | | 2023 | | 2022 |
| Finance-related revenue | | | | | | | |
| Interest income | $ | 62.9 | | | $ | 59.7 | | | $ | 248.4 | | | $ | 202.8 | |
| Fee income | 46.0 | | | 44.7 | | | 183.3 | | | 171.9 | |
| Other revenue | 2.5 | | | 3.3 | | | 12.3 | | | 11.0 | |
| Provision for credit losses | (14.8) | | | (7.0) | | | (50.6) | | | (9.8) | |
| Total Finance revenue | 96.6 | | | 100.7 | | | 393.4 | | | 375.9 | |
| Cost of services* | 16.3 | | | 15.7 | | | 65.9 | | | 63.1 | |
| Gross profit* | 80.3 | | | 85.0 | | | 327.5 | | | 312.8 | |
| Selling, general and administrative | 12.1 | | | 10.2 | | | 49.8 | | | 46.5 | |
| Depreciation and amortization | 2.6 | | | 1.8 | | | 9.3 | | | 7.9 | |
| Operating profit | $ | 65.6 | | | $ | 73.0 | | | $ | 268.4 | | | $ | 258.4 | |
| | | | | | | |
| Loan transactions | 397,000 | | 392,000 | | | 1,625,000 | | 1,562,000 | |
| Revenue per loan transaction | $ | 243 | | | $ | 257 | | | $ | 242 | | | $ | 241 | |
* Exclusive of depreciation and amortization
Overview of Finance Results for the Three Months Ended December 31, 2023 and 2022
Revenue
For the three months ended December 31, 2023, the Finance segment revenue decreased $4.1 million, or 4%, to $96.6 million, compared with $100.7 million for the three months ended December 31, 2022. The decrease in revenue was primarily the result of an increase in the provision for credit losses, partially offset by a 1% increase in loan transactions.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, decreased $14, or 5%, primarily as a result of an increase in net credit losses, a decrease in loan values and a decrease in average portfolio duration, partially offset by an increase in interest yields driven by an increase in prime rates (Federal Reserve raised interest rates 100 basis points since December 31, 2022), and an increase in other fee income per unit.
The provision for credit losses increased to 2.5% of the average managed receivables for the three months ended December 31, 2023 from 1.1% for the three months ended December 31, 2022. The increased loss rate was due to significant used vehicle value declines, interest rate increases and tightening retail credit availability that impacted used retail sales. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average managed receivables balance. However, the actual losses in any particular quarter or year could deviate from this range.
Gross Profit
For the three months ended December 31, 2023, gross profit for the Finance segment decreased $4.7 million, or 6%, to $80.3 million, or 83.1% of revenue, compared with $85.0 million, or 84.4% of revenue, for the three months ended December 31, 2022. The decrease in gross profit as a percent of revenue was primarily the result of a 4% decrease in revenue. In addition, there was a 4% increase in cost of services. The increase in cost of services of $0.6 million was primarily the result of increases in compensation expense of $0.4 million, professional fees of $0.2 million and travel expenses of $0.2 million, partially offset by a decrease in other miscellaneous expenses aggregating $0.2 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $1.9 million, or 19%, to $12.1 million for the three months ended December 31, 2023, compared with $10.2 million for the three months ended December 31, 2022 primarily as a result of increases in stock-based compensation of $1.9 million, postage expense
of $1.1 million and information technology costs of $0.2 million, partially offset by decreases in compensation expense of $0.2 million, incentive-based compensation of $0.2 million and other miscellaneous expenses aggregating $0.9 million.
Overview of Finance Results for the Year Ended December 31, 2023 and 2022
Revenue
For the year ended December 31, 2023, the Finance segment revenue increased $17.5 million, or 5%, to $393.4 million, compared with $375.9 million for the year ended December 31, 2022. The increase in revenue was primarily the result of a 4% increase in loan transactions.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, increased $1, or less than 1%, primarily as a result of an increase in interest yields driven by an increase in prime rates (Federal Reserve raised interest rates 100 basis points in 2023), and an increase in other fee income per unit, partially offset by an increase in net credit losses and a decrease in loan values.
The provision for credit losses increased to 2.1% of the average managed receivables for the year ended December 31, 2023 from 0.4% for the year ended December 31, 2022. The increased loss rate was due to significant used vehicle value declines, interest rate increases and tightening retail credit availability that impacted used retail sales. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average managed receivables balance. However, the actual losses in any particular quarter or year could deviate from this range.
Gross Profit
For the year ended December 31, 2023, gross profit for the Finance segment increased $14.7 million, or 5%, to $327.5 million, or 83.2% of revenue, compared with $312.8 million, or 83.2% of revenue, for the year ended December 31, 2022. The increase in gross profit was primarily the result of a 5% increase in revenue, partially offset by a 4% increase in cost of services. The increase in cost of services of $2.8 million was primarily the result of increases in compensation expense of $2.2 million, lot check expenses of $0.6 million and other miscellaneous expenses aggregating $1.3 million, partially offset by a decrease in incentive-based compensation of $1.3 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $3.3 million, or 7%, to $49.8 million for the year ended December 31, 2023, compared with $46.5 million for the year ended December 31, 2022 primarily as a result of increases in postage expense of $2.8 million, information technology costs of $0.8 million, stock-based compensation of $0.8 million and other miscellaneous expenses aggregating $0.1 million, partially offset by decreases in professional fees of $0.4 million, incentive-based compensation of $0.4 million and contract labor of $0.4 million.
LIQUIDITY AND CAPITAL RESOURCES
We believe that the significant indicators of liquidity for our business are cash on hand, cash flow from operations, working capital and amounts available under our Revolving Credit Facility. Our principal sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facility.
| | | | | | | | | | | |
| December 31, |
| (Dollars in millions) | 2023 | | 2022 |
| Cash and cash equivalents | $ | 93.5 | | | $ | 225.7 | |
| Restricted cash | 65.4 | | 52.0 |
| Working capital | 363.1 | | 379.2 |
| Amounts available under the Revolving Credit Facility | 133.3 | | 161.0 |
| Cash provided by operating activities for the year ended | 237.0 | | 4.1 |
We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.
Summary of Cash Flows
| | | | | | | | | | | |
| Year Ended
December 31, |
| (Dollars in millions) | 2023 | | 2022 |
| Net cash provided by (used by): | | | |
| Operating activities - continuing operations | $ | 237.0 | | | $ | 4.1 | |
| Operating activities - discontinued operations | (1.6) | | | (459.1) | |
| Investing activities - continuing operations | (90.5) | | | 70.0 | |
| Investing activities - discontinued operations | 7.0 | | | 2,077.4 | |
| Financing activities - continuing operations | (279.9) | | | (1,621.9) | |
| Financing activities - discontinued operations | — | | | 10.8 | |
| Net change in cash balances of discontinued operations | — | | | 12.4 | |
| Effect of exchange rate on cash | 9.2 | | | (19.4) | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (118.8) | | | $ | 74.3 | |
Cash flow from operating activities (continuing operations) Net cash provided by operating activities (continuing operations) was $237.0 million for the year ended December 31, 2023, compared with $4.1 million for the year ended December 31, 2022. Cash provided by continuing operations for 2023 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. Cash provided by continuing operations for 2022 consisted primarily of cash earnings and a decrease in trade receivables and other assets, partially offset by a decrease in accounts payable and accrued expenses and the portion of contingent consideration payments classified in operating activities. 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, and changes in AFC's accounts payable balances, as well as a decrease in payments of contingent consideration in excess of acquisition-date fair value.
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 $90.5 million for the year ended December 31, 2023, compared with net cash provided by investing activities of $70.0 million for the year ended December 31, 2022. The cash used by investing activities in 2023 was primarily from the acquisition of Manheim Canada and purchases of property and equipment, partially offset by a decrease in finance receivables held for investment. The cash provided by investing activities in 2022 was primarily from a decrease in finance receivables held for investment and proceeds from the sale of property and equipment, partially offset by purchases of property and equipment.
Cash flow from financing activities (continuing operations) Net cash used by financing activities (continuing operations) was $279.9 million for the year ended December 31, 2023, compared with $1,621.9 million for the year ended December 31, 2022. The cash used by financing activities in 2023 was primarily due to the early repayment of senior notes, a net decrease in obligations collateralized by finance receivables, dividends paid on the Series A Preferred Stock, repurchases and retirement of common stock and payments of contingent consideration. The cash used by financing activities in 2022 was primarily due to payments made on the Company’s long-term debt and repurchases and retirement of common stock, partially offset by borrowings from lines of credit.
Cash flow from operating activities (discontinued operations) Net cash used by operating activities (discontinued operations) was $1.6 million for the year ended December 31, 2023, compared with $459.1 million for the year ended December 31, 2022. The cash used by operating activities for the year ended December 31, 2023 was primarily attributable to an adjustment to income taxes. The cash used by operating activities for the year ended December 31, 2022 was primarily attributable to income taxes paid associated with the taxable gain on the sale of the ADESA U.S. physical auction business and a decrease in accounts payable and accrued expenses.
Cash flow from investing activities (discontinued operations) Net cash provided by investing activities (discontinued operations) was $7.0 million for the year ended December 31, 2023, compared with $2,077.4 million for the year ended December 31, 2022. The cash provided by investing activities for the year ended December 31, 2023 was attributable to the final proceeds from the sale of the ADESA U.S. physical auction business. The cash provided by investing activities for the year ended December 31, 2022 was primarily attributable to the proceeds from the sale of the ADESA U.S. physical auction business, partially offset by purchases of property and equipment.
Cash flow from financing activities (discontinued operations) There were no financing activities (discontinued operations) for the year ended December 31, 2023, compared with net cash provided by financing activities of $10.8 million for the year ended December 31, 2022. The cash provided by financing activities for the year ended December 31, 2022 was primarily attributable to a net increase in book overdrafts.
Q4 2023 & Annual Earnings Slides // February 20, 2024
2 Q4 | 2023 Forward-Looking Statements This presentation includes forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current expectations, are not guarantees of future performance and are subject to certain risks, trends, and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. Many of these risk factors are outside of the company’s control, and as such, they involve risks which are not currently known to the company that could cause actual results to differ materially from forecasted results. Factors that could cause or contribute to such differences include but are not limited to risks and uncertainties regarding the impact of adverse market, economic and geopolitical conditions and those other matters disclosed in the company’s Securities and Exchange Commission filings, including those discussed under the heading “Risk Factors” in the company’s annual and quarterly periodic reports. The forward-looking statements in this document are made as of the date hereof and the company does not undertake to update its forward-looking statements.
3 Q4 | 2023 2024 Guidance 2024 GUIDANCE (in millions, except per share amounts) (unaudited) Low High Income from continuing operations $74 $88 Add back: Income taxes 49 59 Interest expense, net of interest income 156 154 Depreciation and amortization 106 104 EBITDA $385 $405 Total addbacks/(deductions), net (100) (100) Adjusted EBITDA $285 $305 Income from continuing operations per share – diluted * $0.20 $0.30 Income from continuing operations $74 $88 Acquired amortization expense 38 38 Operating adjusted net income from continuing operations $112 $126 Operating adjusted net income from continuing operations per share - diluted $0.77 $0.87 Weighted average diluted shares – including assumed conversion of preferred shares 145 145 * The company uses the two-class method of calculating income (loss) from continuing operations per diluted share. Under the two-class method, income from continuing operations is adjusted for dividends and undistributed earnings (losses) to the holders of the Series A Preferred Stock, and the weighted average diluted shares do not assume conversion of the preferred shares to common shares.
4 Q4 | 2023 Fourth Quarter & Year-to-Date Results
5 Q4 | 2023 OPENLANE 2023 Highlights* ($ in millions, except per share amounts) OPENLANE Q4 2023 Q4 2022 YTD 2023 YTD 2022 Total operating revenues from continuing operations $391.3 $372.8 $1,645.1 $1,519.4 Gross profit** $186.5 $170.8 $777.5 $685.1 % of revenue** 47.7% 45.8% 47.3% 45.1% SG&A $103.8 $93.0 $430.4 $445.1 Other (income) expense, net*** ($3.1) ($7.7) ($15.6) ($1.3) EBITDA $85.4 $118.7 $107.3 $255.3 Adjusted EBITDA $61.8 $56.5 $272.0 $231.2 Income (loss) from continuing operations $13.6 $41.9 ($154.8) $28.6 Income (loss) from continuing operations per share – diluted $0.02 $0.21 ($1.83) ($0.10) Weighted average diluted shares 109.0 109.9 109.1 116.3 Operating adjusted net income (loss) from continuing operations per share – diluted $0.16 $0.33 $0.72 $0.43 Weighted average diluted shares – including assumed conversion of preferred shares 144.7 145.7 144.8 151.9 Effective tax rate 35.8% 29.9% -5.7% 25.9% Capital expenditures $12.2 $15.1 $52.0 $60.9 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2023. ** Exclusive of depreciation and amortization. *** YTD 2023 included a $10.3 million charge related to an investment in an early-stage automotive company and the receipt of a $20 million early termination payment.
6 Q4 | 2023 Marketplace 2023 Highlights* ($ in millions, except RPU) Marketplace Q4 2023 Q4 2022 YTD 2023 YTD 2022 Auction fees $90.0 $80.8 $395.3 $370.3 Service revenue $144.5 $146.3 $619.7 $590.3 Purchased vehicle sales $60.2 $45.0 $236.7 $182.9 Total Marketplace revenue from continuing operations $294.7 $272.1 $1,251.7 $1,143.5 Gross profit** $106.2 $85.8 $450.0 $372.3 % of revenue, excluding purchased vehicles** 45.3% 37.8% 44.3% 38.8% SG&A $91.7 $82.8 $380.6 $398.6 Other (income) expense, net*** ($3.1) ($8.3) ($15.9) ($8.4) EBITDA $17.2 $44.6 ($170.1) ($3.8) Adjusted EBITDA $23.7 $7.7 $108.3 $29.4 % of revenue 8.0% 2.8% 8.7% 2.6% Commercial vehicles sold 183,000 151,000 710,000 661,000 Dealer consignment vehicles sold 135,000 138,000 621,000 636,000 Total vehicles sold 318,000 289,000 1,331,000 1,297,000 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2023. ** Exclusive of depreciation and amortization. *** YTD 2023 included a $10.3 million charge related to an investment in an early-stage automotive company and the receipt of a $20 million early termination payment.
7 Q4 | 2023 Finance 2023 Highlights* ($ in millions, except for revenue per loan transaction) Finance Q4 2023 Q4 2022 YTD 2023 YTD 2022 Interest income $62.9 $59.7 $248.4 $202.8 Fee income $46.0 $44.7 $183.3 $171.9 Other revenue $2.5 $3.3 $12.3 $11.0 Provision for credit losses ($14.8) ($7.0) ($50.6) ($9.8) Total Finance revenue $96.6 $100.7 $393.4 $375.9 Gross profit** $80.3 $85.0 $327.5 $312.8 % of revenue** 83.1% 84.4% 83.2% 83.2% SG&A $12.1 $10.2 $49.8 $46.5 Other (income) expense, net $ - $0.6 $0.3 $7.1 EBITDA $68.2 $74.1 $277.4 $259.1 Adjusted EBITDA $38.1 $48.8 $163.7 $201.8 Loan transactions 397,000 392,000 1,625,000 1,562,000 Revenue per loan transaction $243 $257 $242 $241 Provision for credit losses % of finance receivables 2.5% 1.1% 2.1% 0.4% Managed receivables $2,305.0 $2,416.6 $2,305.0 $2,416.6 Obligations collateralized by finance receivables $1,631.9 $1,677.6 $1,631.9 $1,677.6 * For a more complete explanation of these changes, see the MD&A in the company's supplemental financial information and Form 10-K, both for the period ended December 31, 2023. ** Exclusive of depreciation and amortization.
8 Q4 | 2023 December 31, 2023 Leverage (US$ in millions) Balance Maturity Revolving Credit Facility (Adjusted Term SOFR + 2.25%) $137 2028 Senior Notes (Fixed 5.125%) 210 2025 Other 18 Total 365 Less: Cash and cash equivalents 94 Net Debt 271 Net Debt Ratio 1 1.0 Corporate Credit Ratings: S&P B, Moodys B1 1 When calculating the corporate net debt to Adjusted EBITDA leverage ratio, we now use the balance sheet “Cash and cash equivalents” amount instead of available cash as defined by our credit agreement. The difference between the balance sheet amount and available cash has not historically been material.
9 Q4 | 2023 Historical Data
10 Q4 | 2023 Marketplace Metrics (Volumes in thousands) 2023 4Q23 3Q23 2Q23 1Q23 2022 4Q22 3Q22 Revenue1 ($M) $1,251.7 $294.7 $316.6 $319.4 $321.0 $1,143.5 $272.1 $293.9 Commercial vehicles sold 710 183 180 180 167 661 151 159 Dealer consignment vehicles sold 621 135 159 164 163 636 138 155 Total vehicles sold 1,331 318 339 344 330 1,297 289 314 Gross profit percentage1 36.0% 36.0% 37.0% 35.5% 35.3% 32.6% 31.5% 34.2% Gross profit percentage, excluding purchased vehicles 44.3% 45.3% 45.8% 43.8% 42.6% 38.8% 37.8% 40.5% Income (loss) from continuing operations ($M) ($277.5) ($17.7) ($19.3) ($219.4) ($21.1) ($105.7) $5.8 ($35.8) Adjusted EBITDA ($M) $108.3 $23.7 $26.8 $43.5 $14.3 $29.4 $7.7 $17.7 Gross Merchandise Value ($B) $24.1 $5.7 $6.0 $6.4 $6.0 $23.2 $5.0 $5.5 1 Includes purchased vehicle sales
11 Q4 | 2023 Finance Metrics ($ in millions, except for revenue per loan transaction; LTUs in thousands) 2023 4Q23 3Q23 2Q23 1Q23 2022 4Q22 3Q22 Interest income $248.4 $62.9 $63.0 $61.9 $60.6 $202.8 $59.7 $53.4 Fee income $183.3 $46.0 $45.6 $44.1 $47.6 $171.9 $44.7 $44.3 Other revenue $12.3 $2.5 $2.7 $3.7 $3.4 $11.0 $3.3 $2.9 Net provision for credit losses ($50.6) ($14.8) ($11.6) ($12.2) ($12.0) ($9.8) ($7.0) ($1.5) Total Finance revenue $393.4 $96.6 $99.7 $97.5 $99.6 $375.9 $100.7 $99.1 Loan Transaction Units (LTU) 1,625 397 406 402 420 1,562 392 397 Revenue per Loan Transaction $242 $243 $246 $243 $237 $241 $257 $250 Income (loss) from continuing operations $122.7 $31.3 $32.0 $25.6 $33.8 $134.3 $36.1 $36.3 Adjusted EBITDA $163.7 $38.1 $40.7 $40.3 $44.6 $201.8 $48.8 $51.8 Ending Managed Finance Receivables $2,305.0 $2,305.0 $2,379.1 $2,418.3 $2,406.4 $2,416.6 $2,416.6 $2,555.1 Ending Obligations Collateralized by Finance Receivables $1,631.9 $1,631.9 $1,695.3 $1,717.4 $1,638.2 $1,677.6 $1,677.6 $1,707.8
12 Q4 | 2023 APPENDIX
13 Q4 | 2023 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. 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.
14 Q4 | 2023 Q4 2023 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended December 31, 2023 Marketplace Finance Consolidated Income (loss) from continuing operations ($17.7) $31.3 $13.6 Add back: Income taxes (2.5) 10.1 7.6 Interest expense, net of interest income 4.9 34.0 38.9 Depreciation and amortization 22.7 2.6 25.3 Intercompany interest 9.8 (9.8) - EBITDA $17.2 $68.2 $85.4 Non-cash stock-based compensation 2.7 0.9 3.6 Acquisition related costs 2.0 - 2.0 Securitization interest - (31.4) (31.4) Severance 2.0 0.1 2.1 Foreign currency (gains)/losses (2.1) - (2.1) Net change in unrealized (gains) losses on investment securities - (0.4) (0.4) Professional fees related to business improvement efforts 1.7 0.4 2.1 Other 0.2 0.3 0.5 Total addbacks/(deductions) 6.5 (30.1) (23.6) Adjusted EBITDA $23.7 $38.1 $61.8 Revenue $294.7 $96.6 $391.3 Adjusted EBITDA % margin 8.0% 39.4% 15.8%
15 Q4 | 2023 Q4 2022 Adjusted EBITDA Reconciliation ($ in millions) Three Months ended December 31, 2022 Marketplace Finance Consolidated Income (loss) from continuing operations $5.8 $36.1 $41.9 Add back: Income taxes 4.5 13.4 17.9 Interest expense, net of interest income 6.8 28.1 34.9 Depreciation and amortization 22.2 1.8 24.0 Intercompany interest 5.3 (5.3) - EBITDA $44.6 $74.1 $118.7 Non-cash stock-based compensation (4.7) (1.0) (5.7) Loss on extinguishment of debt 0.2 - 0.2 Acquisition related costs 0.3 - 0.3 Securitization interest - (25.8) (25.8) Gain on sale of property (33.9) - (33.9) Severance 4.0 0.2 4.2 Foreign currency (gains)/losses (6.1) - (6.1) Net change in unrealized (gains) losses on investment securities - 0.6 0.6 Professional fees related to business improvement efforts 2.6 0.5 3.1 Other 0.7 0.2 0.9 Total addbacks/(deductions) (36.9) (25.3) (62.2) Adjusted EBITDA $7.7 $48.8 $56.5 Revenue $272.1 $100.7 $372.8 Adjusted EBITDA % margin 2.8% 48.5% 15.2%
16 Q4 | 2023 YTD 2023 Adjusted EBITDA Reconciliation ($ in millions) Year ended December 31, 2023 Marketplace Finance Consolidated Income (loss) from continuing operations ($277.5) $122.7 ($154.8) Add back: Income taxes (40.4) 48.7 8.3 Interest expense, net of interest income 21.7 130.6 152.3 Depreciation and amortization 92.2 9.3 101.5 Intercompany interest 33.9 (33.9) - EBITDA ($170.1) $277.4 $107.3 Non-cash stock-based compensation 13.2 4.2 17.4 Loss on extinguishment of debt 1.1 - 1.1 Acquisition related costs 3.1 - 3.1 Securitization interest - (120.4) (120.4) Severance 5.1 0.4 5.5 Foreign currency (gains)/losses (2.9) - (2.9) Goodwill and other intangibles impairment 250.8 - 250.8 Contingent consideration adjustment 1.3 - 1.3 Professional fees related to business improvement efforts 5.4 1.2 6.6 Other 1.3 0.9 2.2 Total addbacks/(deductions) 278.4 (113.7) 164.7 Adjusted EBITDA $108.3 $163.7 $272.0 Revenue $1,251.7 $393.4 $1,645.1 Adjusted EBITDA % margin 8.7% 41.6% 16.5%
17 Q4 | 2023 YTD 2022 Adjusted EBITDA Reconciliation ($ in millions) Year ended December 31, 2022 Marketplace Finance Consolidated Income (loss) from continuing operations ($105.7) $134.3 $28.6 Add back: Income taxes (36.4) 46.4 10.0 Interest expense, net of interest income 37.6 78.9 116.5 Depreciation and amortization 92.3 7.9 100.2 Intercompany interest 8.4 (8.4) - EBITDA ($3.8) $259.1 $255.3 Non-cash stock-based compensation 14.2 3.3 17.5 Loss on extinguishment of debt 17.2 - 17.2 Acquisition related costs 1.2 - 1.2 Securitization interest - (70.7) (70.7) Gain on sale of property (33.9) - (33.9) (Gain)/Loss on asset sales (0.1) - (0.1) Severance 11.7 0.7 12.4 Foreign currency (gains)/losses 2.5 - 2.5 Net change in unrealized (gains) losses on investment securities - 7.1 7.1 Professional fees related to business improvement efforts 13.3 1.9 15.2 Other 7.1 0.4 7.5 Total addbacks/(deductions) 33.2 (57.3) (24.1) Adjusted EBITDA $29.4 $201.8 $231.2 Revenue $1,143.5 $375.9 $1,519.4 Adjusted EBITDA % margin 2.6% 53.7% 15.2%
18 Q4 | 2023 Operating Adjusted Net Income (Loss) per Share Reconciliation ($ in millions, except per share amounts), (unaudited) Three Months ended Year ended December 31, December 31, 2023 2022 2023 2022 Net income (loss) from continuing operations (1) $13.6 $41.9 ($154.8) $28.6 Acquired amortization expense 9.5 8.0 37.8 33.0 Loss on extinguishment of debt - 0.2 1.1 17.2 Contingent consideration adjustment - - 1.3 - Goodwill and other intangibles impairment - - 250.8 - Income taxes (2) (0.1) (2.5) (32.5) (13.0) Operating adjusted net income from continuing operations $23.0 $47.6 $103.7 $65.8 Net income (loss) from discontinued operations $0.7 ($4.8) $0.7 $212.6 Acquired amortization expense - - - 5.9 Income taxes (2) - - - (1.5) Operating adjusted net income (loss) from discontinued operations $0.7 ($4.8) $0.7 $217.0 Operating adjusted net income $23.7 $42.8 $104.4 $282.8 Operating adjusted net income from continuing operations per share – diluted $0.16 $0.33 $0.72 $0.43 Operating adjusted net income (loss) from discontinued operations per share – diluted - (0.04) - 1.43 Operating adjusted net income per share – diluted $0.16 $0.29 $0.72 $1.86 Weighted average diluted shares - including assumed conversion of preferred shares 144.7 145.7 144.8 151.9 (1) The Series A Preferred Stock dividends and undistributed earnings allocated to participating securities have not been included in the calculation of operating adjusted net income (loss) and operating adjusted net income (loss) per diluted share. (2) For the three months and year ended December 31, 2023, each tax deductible item was booked to the applicable statutory rate. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments, 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 $36.4 million valuation allowance against the U.S. net deferred tax asset. For the three months and year ended December 31, 2022, the effective tax rate at the end of each period was used to determine the amount of income tax on the adjustments to net income.
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