Good day, and welcome to the OPENLANE Second Quarter 2024 Earnings Call. All participants will be in a listen-only mode. Please note this event is being recorded. I would now like to turn the conference over to Ms. Itunu Orelaru, Head of Investor Relations. Please go ahead, ma'am.

Good afternoon everyone. Welcome to OPENLANE's second quarter 2024 earnings call. With me today are Peter Kelly, CEO of OPENLANE; and Brad Lakhia, EVP and CFO of OPENLANE. Our remarks today include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that may cause our actual results or performance to differ materially from such statements. Factors that could cause such differences include those discussed in our press release issued today and in our SEC filings. Certain non-GAAP financial measures as defined under the SEC rules will be discussed on our call. Reconciliations of GAAP to non-GAAP measures are provided in our earnings materials and available in the Investor Relations section of our website. With that, I'll turn the call over to Peter. Peter?

Thank you, Itunu, and good afternoon everyone. Before I get started, I just wanted to formally welcome Itunu to the role of Head of Investor Relations for OPENLANE. We're delighted to have Itunu and her deep financial expertise on the team and I know she is looking forward to working with all of you as we communicate our results, our strategy and the OPENLANE story. Turning to our results, OPENLANE's continued focus on execution and profitable growth led to positive results in the second quarter. We grew our volumes and on a consolidated basis we grew revenue and delivered $71 million of adjusted EBITDA, which was negatively impacted by a $2 million charge for the newly enacted Canada Digital Services Tax, or DST, which Brad will discuss in more detail later. Year-to-date we have also generated $138 million in cash flow from operations. Similar to Q1, I'm very pleased that these results reflect a significantly improved performance in the OPENLANE marketplace. On 7% volume growth the marketplace business contributed $33 million in adjusted EBITDA, which includes the $2 million DST charge and represents 46% of OPENLANE's total adjusted EBITDA. AFC was again a strong contributor, growing loan unit volumes and generating approximately $39 million of adjusted EBITDA in the second quarter. I believe the consistent track record of performance we delivered in the first half of 2024 clearly demonstrates the power of our differentiated offering and the strong scalability characteristics of our company. We are accelerating innovation, improving the customer experience and making wholesale easy for our customers. The combination of these factors positions us very well to continue gaining share and deliver even stronger financial results in the future. So let me turn to our strategy and how we plan to build on this positive momentum. OPENLANE remains highly focused on growth. We are a leaner, more agile company than ever before and I believe this enables us to grow our volumes, our market share and financial results simultaneously. As I previously said, our strategy for growth is anchored in our purpose to make wholesale easy so our customers can be more successful and guided by our vision to build the world's greatest digital marketplace for used vehicles. Our pursuit of these goals and OPENLANE's acceleration of profitable growth is enabled by three core strategic advantages: first, our expanding volume and share in both the commercial and dealer segments; second, the opportunities enabled by our asset-light digital model; and third, our focus on the customer experience. Let me address each of these individually and I'll start with volume growth and share. In the second quarter, OPENLANE grew its marketplace volumes by 7% despite headwinds from the CDK ransomware attack that negatively impacted our volumes in the quarter by approximately 6,000 vehicles, and without which our year-on-year volume growth would have been approximately 9%. We also increased our gross merchandise value by 6% to nearly $7 billion. This marks the fifth consecutive quarter with year-on-year growth in the marketplace segment. And similar to the first quarter, this volume growth was again driven primarily by our U.S. marketplace. Our OPENLANE branded marketplace has been live for just over a year in Canada and approximately eight months in the U.S. and Europe. The positive feedback we continue to receive and the results we are delivering in the months since that launch give me increased confidence in the strength of our platform, and that confidence is fueling increased investments in both technology and people that I will discuss later in my remarks. In terms of commercial off-lease volumes, OPENLANE remains a clear market leader and our commercial and off-lease volumes are up meaningfully in both the United States and Canada during the quarter. We increased commercial vehicles offered for sale and also unique buyers who purchased that off-lease inventory during the quarter. This is exactly the network effect we aimed for when consolidating our commercial and dealer marketplaces into OPENLANE. As I mentioned last quarter, commercial off-lease supply remains well below pre-pandemic levels and will likely remain under pressure over the next several quarters given the low level of leases written in 2021 and 2022, however, we are seeing the off-lease equity gap continue to narrow. This results in a higher percentage of maturing off-lease vehicles being returned by lessees and a lower percentage of those vehicles being purchased by the grounding dealer. To the extent that this trend continues, it will result in a higher percentage of off-lease maturities entering the remarketing funnels and flowing deeper into the funnel, both of which are positive for OPENLANE. Also, new vehicle sales continue to increase and the volume of new lease originations increased for the fifth straight quarter. OPENLANE will be the primary and earliest beneficiary of these future volumes as those leases mature. And then finally, many of our commercial customers have expressed a desire to continue selling more and more of their inventory online. So we're leveraging our deep data insights and technology to design new programs that support this trend and a more digital future for our customers. Switching to dealer volumes I am equally optimistic about our opportunities for growth in this segment. There remains a large addressable market, particularly with dealers still using physical auctions or wholesalers. Our platform is faster, easier and more convenient. It has significantly lower cost of sale and generates better outcomes, and it provides buyers and sellers access to a national dealer base that we continue to expand. Similar to the first quarter total wholesale industry, dealer volumes declined in the U.S. and to an even greater degree in Canada. OPENLANE's dealer volumes aligned with those trends. However, I was pleased to see that the year-over-year gap narrowed as the quarter progressed, and I'm optimistic for the second half of this year. Many of the market fundamentals that drive dealer volumes are also improving. New vehicle inventory is returning to pre-pandemic levels. Wholesale prices are declining and this is improving vehicle affordability for consumers. Those factors should contribute to increased trade-ins and more used vehicle transactions, which would be very positive for OPENLANE. So, in summary, OPENLANE is well positioned with both commercial and dealer customers. The market fundamentals are trending in our favor and there's growing evidence that having all of the buyers, all of the sellers, and all of the cars all in one place creates a more active and vibrant marketplace. Shifting to the opportunities enabled by our asset-light digital model. I also believe we're accelerating growth through our differentiated core technology and our deep pipeline of innovation. Let me give you a few examples. I'll start with vehicle inspections. Last quarter, we announced our Visual Boost AI technology that provides buyers access to an AI powered inspection visualization on every dealer vehicle listed in our marketplace. This quarter, we are enhancing our differentiated inspection capabilities with the release of Code Boost IQ. Code Boost IQ aggregates over a million OBD-II scans that we've captured through our data rich service network and follows those codes through pre and post transaction. This allows us to accurately predict which codes indicate the highest probability of issues or repairs and which codes may lead to an arbitration. We then simplified that intelligence into easy to understand alert banners at the top of each inspection report, which helps buyers make faster and better informed bidding and buying decisions. So, between Visual Boost AI and Code Boost IQ, we are providing comprehensive, industry leading conditioned data on every dealer vehicle, inside and out. Next, I'd also like to provide you with a brief update on our Absolute Sale feature in the U.S. marketplace. As discussed on the last call, Absolute Sale allows sellers to easily indicate their full commitment to selling a vehicle. It significantly increases buyer engagement, generates better price outcomes and increases the velocity of sale. Dealer adoption continues to grow and Absolute Sale represents a growing share of OPENLANE's overall marketplace transactions in the United States. Building on that momentum, last week we launched Automated Absolute Sale. This major enhancement allows sellers to set and forget Absolute Sale triggers right at the time of listing the vehicle and lets our technology do the rest and finalize the sale. Our Absolute Sale success metrics are improving week by week, and we look forward to sharing additional detail on this and our other emerging innovations over the months to come. And then finally, let me turn to our third growth driver, improving the customer experience. During the quarter, we comprehensively remapped many of the customer journeys, identifying hundreds of customer touch points from awareness, to registration, to transaction and post-sale activities. The opportunities identified are being prioritized and operationalized in the business. For example, with tens of thousands of dealer and off lease exclusive listings together on OPENLANE, we are making it faster and easier for dealers to find the right cars for their lots. Through customer interviews, our own marketplace data and agile product development, we completely redesigned our marketplace search functionality during the second quarter. And these new filters and capabilities are already receiving positive feedback from our customers. This is just one example from our broad portfolio of CS initiatives that I believe will help make OPENLANE the most preferred platform for buyers and sellers. So together, our commercial and dealer segment positioning, our speed to innovation, and our focus on the customer experience are differentiating OPENLANE from our competition and driving meaningful, scalable growth. In the second quarter, our marketplace volume increased by 24,000 vehicles versus the prior year, or 7%, and this helped drive the meaningful marketplace adjusted EBITDA contribution. As I mentioned earlier, these results give me a lot of optimism and confidence in our future, and with that confidence, we are doubling down on our strategy and our investments. During the quarter, we began executing a multichannel plan to further accelerate growth. We are funneling additional SG&A savings into technology investments across our platform, new products and features, and greater ease of use for our customers. And because we know this remains a relationship business, we're also investing in our customer facing team. During the quarter, we made significant investments in staffing and resources, hiring new sales leaders into underserved markets and supplementing teams in existing markets where we see opportunities to gain share. And we've already started to see some early wins here in the third quarter. Before I hand it over to Brad, I want to reinforce that OPENLANE is gaining positive momentum. I believe we have only scratched the surface of what this company is capable of delivering and our key strengths in terms of our value proposition for investors and our ability to deliver stockholder value remain compelling. OPENLANE is an asset-light, digital marketplace leader for wholesale used vehicles. There is a large addressable market in North America and Europe and we're well positioned to capture the opportunities to grow both dealer and commercial volumes. Our brand and platform consolidation efforts are enabling us to accelerate innovation and product development. Our focus on operational efficiency, which I now believe to be part of the fabric and culture of this company, gives us the financial headroom to invest in innovation without sacrificing financial results. We are cash flow positive with a strong balance sheet and we believe our business has the capability to generate meaningful earnings growth over the next several years. With that, I'll hand it over to Brad for a deeper discussion into our operational and financial metrics for the quarter. Brad?

Thank you, Peter. We are certainly very pleased with our second quarter results, especially the continued improvement in our Marketplace segment. As usual, certain comments I make related to consolidated OPENLANE and the Marketplace segment are on a net revenue basis, which excludes the impact of purchased vehicles. In addition, my comments will be on a second quarter year-over-year basis unless I state otherwise. Our consolidated revenue was $432 million, up 4%, mainly driven by the 7% unit volume growth in our Marketplace segment. In our results, you will see our net revenue was down 1% as we continue to realize the impact from the transportation accounting change we made in the fourth quarter of last year. This change impacted net revenue by $21 million in the quarter. Total cost of services was $246 million, up 10%. And gross profit was $186 million, down 4%. Higher auction and service volumes as well as higher pricing were more than offset by a charge of $12 million related to the newly enacted Canadian digital services tax. Excluding this tax, gross profit would have been up approximately 2%. As further background, at the end of the quarter, the Canadian Government implemented a 3% DST which applies to digital based revenues. This became effective at the end of the second quarter and is applied retroactively to January 1, 2022. As a result of this new tax, we recorded a charge of $12 million in the quarter. Of this $12 million, approximately $10 million relates to 2022 and 2023, and approximately $2 million relates to 2024. Assuming no changes to this legislation, including the scope of its application, we estimate the ongoing annual cost related to this tax will be $5 million per year. However, we are planning to implement actions to mitigate this impact and therefore we do not expect a significant impact on future year’s earnings and cash flow. Consolidated SG&A in the quarter was $106 million, which was down 5%, reflecting the successful execution of our cost savings initiatives. The decline in SG&A was primarily a result of decreases in compensation and compensation related expenses. Our relatively flat SG&A for the last several quarters not only reflects the impact of our cost savings initiatives, but also illustrates the fixed cost nature of our SG&A. This is an important scalability feature of our asset-light digital model. For the balance of 2024, we expect our SG&A spend to remain at similar levels. As you will note, in our earnings release, adjusted EBITDA was $71 million, which was negatively impacted by the $2 million current year portion of the DST charge. Turning to the Marketplace segment, revenue increased 5% to $336 million. Our total volumes were up 7%, primarily driven by our U.S. business. Our dealer volumes declined, primarily driven by our Canadian business for similar reasons discussed during our first quarter call. Auction fee revenue increased by 5%, driven primarily by the volume growth. Reported services revenue was down 6%, once again primarily due to the transportation accounting change mentioned in my earlier remarks and also highlighted in our last two calls. Excluding this accounting change, services revenue was up 9%, driven by inspection, repossession and reconditioning services. This is the result of our ongoing focus to drive greater attachment of our services to our marketplace offering. Marketplace adjusted EBITDA was $33 million and would be $35 million, excluding the impact of the $2 million current year portion of the Canadian DST charge. This represents an increase of approximately 48% year-over-year when we exclude the impact of this tax item and the prior year $20 million gain that arose from early contract termination. Marketplace SG&A was down 5%, driven by the factors mentioned earlier. Once again, we are very pleased with the overall performance of our Marketplace business. We are committed to prioritizing investment in our one Marketplace solution, including key investments in industry leading product innovations and go-to-market initiatives. These investments will make wholesale easier for our customers, which enables us to capture volume growth and enhance the scalability of our margins. Turning to our Finance segment, loan transaction units in the quarter were up 3%. Revenues for the quarter were down 2%, primarily driven by lower interest income resulting from lower vehicle values within the portfolio. These two factors were also the primary driver of our Finance segment adjusted EBITDA result of $39 million, down 4%. The provision for credit losses was 2.1% which was improved versus last quarter. As I have indicated previously, we are encouraged by ongoing improvements we are seeing in the severity of losses. This is the combined result of stabilizing fundamentals and our disciplined risk management actions. We expect the loan loss rate for the second half of the year to be in-line with the first half of the year. To reiterate, we continue to target a long-term loss rate of 1.5% to 2% and overall we remain pleased with AFC's financial performance and cash flow generation. Moving to the balance sheet and capital allocation, consistent with prior quarters, we continue to generate strong cash flow. Year-to-date, we have generated $138 million of cash flow from operations and our consolidated leverage stands at approximately one times adjusted EBITDA. This level of cash generation demonstrates the value of our asset light, digitally focused marketplace business working in combination with our leading floorplan finance business. Overall, our capital allocation priorities remain unchanged. We continue to prioritize the funding of organic investments, while ensuring flexibility for high return, complementary, strategic opportunities and shareholder returns. At the end of the quarter, we continue to have $125 million remaining on our share repurchase authorization. As discussed in the last call, we have a $210 million senior note maturing in June of 2025 and we intend to use cash flow from operations along with our strong liquidity position to fund this maturity. Wrapping up on guidance, there’s no change to our adjusted EBITDA guidance of $285 million to $305 million and no change to our operating adjusted EPS of $0.77 to $0.87 per share. We have updated our 2024 GAAP EPS and income from continuing operations guidance to reflect the impact of the Canadian DST discussed earlier. These updates are reflected in our earnings release issued earlier today. To summarize, we remain pleased with the business and financial performance. We generated $138 million of cash flow from operations through six months. Our marketplace volumes grew 7%. Our marketplace adjusted EBITDA would have grown by approximately 48%, if we exclude the current year DST charge and the prior year contract early termination gain discussed earlier, our credit loss rate is gradually beginning to moderate. And finally, the actions we have taken to consolidate our digital marketplace offerings to unify our brand to OPENLANE, and to successfully launch new product innovations gives us strong confidence in the future. With that, I will turn the call over to the operator for questions.

Thank you. We will now begin the question-and-answer session. The first question will come from Craig Kennison with Baird. Please go ahead.

Hey, good afternoon. Thanks for taking my questions. I wanted to start with the dealer volume. If I add the CDK volume that you mentioned, 6,000 units, it looks like that business would have been closer to flat. Is that keeping pace with your digital competitors in that market and the broader wholesale dealer channel?

Yes. Thanks, Craig. Appreciate the question. So as I mentioned, dealer volumes were down in the quarter, but most of that was Canada. So if you – first of all, I’d say the 6,000 units wasn’t all dealer, it was a mix of commercial and dealer. So I would assume a similar mix to our sales overall because volumes on the commercial side were also impacted by dealers that couldn’t turn in cars and couldn’t purchase cars. So maybe a 50/50 split on that volume. If we look at the decline, the decline was principally in Canada. We obviously check other sources to see what volumes are. Our understanding based on the data I’m looking at is that dealer volumes at physical auction in the United States were down in the first and second quarters of the year, and that in comparison, our volumes slightly outperformed the physical auction volumes. So I don’t think it’s a loss of share. I think we had a slight gain of share even though our volumes in the quarter were down. But you’re right, Craig, CDK had an impact, a small impact. And then I mentioned in the quarter, we saw an improving trend as the quarter went on. So I feel more optimistic about the trend line in the second half of the year that this will be back in sort of year-over-year growth territory. So anyway, we will watch and see that. I guess beyond that, Craig, I’ll say, we obviously spend a lot of time talking to our dealer customers. I’m very pleased by the feedback we’re getting from our customers about the strength of our offering. Selling their cars quickly, selling their cars at excellent price outcomes. You’ll see our GMV in the quarter was up 6%. So values are strong in our marketplaces as well, and obviously, having a strong differentiated offering in the marketplace. So I’m very pleased by the feedback we’re getting from our customers. And this is an area we’re very focused on investing into. And again, I mentioned in my remarks how we have put some increased go-to-market resources in the field late in the second quarter, feeling good about that. We’re already seeing some traction there, too.

Thanks Peter. And then you have a good message with some of the technology innovations. I’m curious if you feel like you’re getting that message out to dealers or if you need to target more marketing dollars to that effort, so they see what you’re doing with Visual Boost or Code Boost.

Yes. Good question. I think, Craig, sometimes, I think we’re sort of misunderstood in terms of the strength of our technology, that there’s a gap there between what we offer and what say analysts or investors or sometimes customers might understand. So that is something we are investing in. When we roll out these launches, we’re training our sales team. We’re obviously preparing the go-to-market materials to support this. And if you spend any time on openlane.com, you’ll see a bunch of dealer testimonials that speak to the power of these offerings and what they do for those dealers. So it’s an area we’re focused on. You may have seen we ran a dealer appreciation event in the month of July, DealerFest. And again, that was kind of our way of saying thank you to our customers, appreciation of their business, but also educate them on some of the great new things that we’ve brought to market over the last six months. And we plan to bring the market between now and the end of the year. So it’s an area we’re very focused on. And I think it’s going to be an area of increasing strength for our business, Craig, as we consolidate platforms, speed innovation, et cetera. I think you’ll see more to come from us in this dimension.

Great. Thank you.

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

Good afternoon. Thanks for taking our questions.

Hey, Bob.

Hi, I wanted to start on the off-lease side. And Peter, you alluded in your remarks, but maybe, I was hoping you could go a little deeper. Could you give us a sense of the mix of off-lease right now in terms of where it’s going, in terms of owner retained, dealer retained, closed, open auction, and really just where are we in the kind of normalization process, and how do you see it progressing?

Yes, great. Good question, Bob. Thanks. Thank you for that. First of all, I’m very pleased with commercial volume growth. I don’t know if I spoke to it directly, but our commercial volumes were up 21% in the quarter on a year-on-year basis. So again, I think that’s very strong volume trends there on commercial. I feel good about that. I believe that’s now five consecutive quarters of commercial volume growth. So I think clearly indicates we’ve come off the bottom and commercial volume growth have been a source of strength here over the past five quarters or more. So I think that’s very encouraging. In terms of what we’re seeing, we’re seeing a higher percentage of off-lease vehicles, a higher percentage of the portfolio that’s maturing being returned. So a lower percentage being purchased by the consumer, okay? So that equity gap, the extent to which these off-lease vehicles are in equity at the end of the lease is declining, although it’s been a slow decline, Bob, but it’s a continued erosion of that. And as that erodes, I think two things happen. One, fewer consumers buy out their lease, so more of them get returned. That’s positive for us. And secondly, fewer grounding dealers purchase the vehicles because a lot of these grounding dealers have the same sort of equity opportunity that the consumer has. So that percentage declines and these cars then flow deeper into our funnel. So we’re seeing that continue to play out. It’s been fairly gradual, I’d say, over the last few quarters, but it continues. A number of customers are predicting that it could accelerate in the coming quarters based on residual values in their portfolio, et cetera. But I think I’m taking a wait and see approach to see how that trends. But it’s something that gives me confidence that even though there’s fewer off-lease maturities at the top of the funnel, our commercial volumes will— that decline will be offset by an increased percentage of those vehicles that get returned. And I think our business will continue to perform through the period. So that’s the expectation we obviously have to take each month as it comes. But so far, we’re now in that period where there’s lower off-lease maturities, but we’re still seeing year-on-year commercial volume growth. So I feel good about that.

Okay, super. Very helpful color. And then just, I mean, you talked about the Canadian dealer market a little bit before, I think is it back in December, you made an acquisition of Manheim Canada. Can you talk about the progress on that integration? I thought there was potentially an opportunity for sale of a facility or something like that. I don’t know if that’s still in the works or how that integration's progressing.

Yes, of course. Before I go there, let me just add one more comment on your last question, which I think is really important. We’re also seeing significant increases in new vehicle lease originations. I know I’ve talked about that on prior calls, but lease originations dropped in 2021 and 2022, but they've been increasing in 2023 and 2024. I think five consecutive quarters of lease origination increases. That, again, is very positive. Again, we're going to have to look out maybe another 18 months till that starts to really flow through our business, but that will be very positive for us and very confident of that. So, going to Canada, very pleased with the acquisition. So we've made the acquisition. We've consolidated the operations in all five metro areas. So in the city of Toronto, for example, there had been two auction properties, one owned by us, one owned by our competitor. Now that volume is consolidated into one, so we're getting greater scalability, greater leverage out of these facilities. We're still running the auctions digitally, for the most part in Canada. Customer retention has been strong, particularly strong on the commercial side. So we have very good customer retention through the acquisition. And we're seeing, obviously, in addition to that acquired customer retention, we're seeing some organic growth in commercial volumes in Canada as well. So overall, it's, I think, a good story. We've had some challenges, as I've mentioned, on the dealer side in Canada, again, that improved over the course of the second quarter. I feel like we're entering the second half of the year in a much better position than we were in January. So I'm optimistic for a more positive trend line on the dealer side in Canada as well in the second half.

Yes. And, Bob, this is Brad here. Just to address the second part of your question regarding the real estate, we do continue to have an opportunity there to monetize some real estate that we acquired as part of the transaction. It's really harmonizing our real estate play in a key market, and we have an active project underway to do that. Difficult for me to be able to provide any specifics on the timing and the amount of that, just given the process and where we're at in it, but it is an active project for us.

Okay, super. Thanks so much.

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

Good afternoon, guys. This is Billy Healey for John.

Hey, Billy.

So thanks for taking the questions. Just wanted to ask again a little bit more on the supply dynamic in the market right now. At least dealers we talked to are still calling out a challenge sourcing environment for used vehicles. And you guys were doing well in volumes, up 7%; another large player is up 33% year-over-year. So would you chalk this up to market share gains or you see more vehicles flowing into the auction channel or how do you think about that?

Well, Billy, good question. Even though volumes have been strong, I do agree that volumes in the industry are still below pre-pandemic levels. They're below what I would consider to be normal for our industry. And I think that's part of our growth equation, as those volumes return towards normal. I guess, when I look at that – divide the industry roughly into dealer and commercial, from a supply standpoint, dealer volumes, I'd say, are still below normal, but not massively below normal, maybe 15% to 20% below normal would be how I'd characterize it. I think those volumes will improve, to the extent, dealers have more vehicles on their lot, more new and used vehicle inventory. We've seen those trends generally heading upwards over the last 12 months. To the extent the consumer affordability problem improves, I think that will increase vehicle trade-ins and wholesale volumes on the dealer side as well. So there's some positive opportunities there. I would expect them to sort of readjust gradually, Billy, be my view on that. On the commercial side, it's a bit of a mixed bag. Repo volumes are quite strong relative to pre-pandemic. That's not a huge segment for us. What is a big segment for us is off-lease. And as I've said on prior calls, off-lease volumes are still about 50% below pre-pandemic levels. So I do see significant opportunity for commercial volume growth on the off-lease segment. I do think we'll be really well positioned there. But again, Billy, as I've been very clear about in prior calls, we should be modest in our expectations over the next 18 months when we look at the cycle, the three year cycle of a leased vehicle. I think I've been very open on that. But I do then see – again, I think those volumes will be quite strong for us. And then I see acceleration coming after the end of 2025 and in the years to follow after that.

Okay, super helpful. And just one more on the margins for the marketplace segment in the quarter. I mean, I know there's a lot of noise going on with the accounting change and tax in Canada and maybe some impact from CDK. But can you just talk to maybe your expectations on the trend going to the back half of the year? I mean, if just looking at the numbers down a bit sequentially and year-over-year on the gross margin, exclude purchased vehicles. So I want to get your thoughts on the back half of the year.

Yes. Billy, Brad here. Thanks for the question. I think just to provide some added clarity on our margins in the quarter, certainly when you look at the gross profit margin in the quarter, that reflects the full impact of the $12 million charge that I highlighted in our early remarks. So I would want to just highlight that to you. I think if you normalize for that, we would see fairly consistent margin performance, especially in the marketplace business sequentially and really kind of looking back over the last few quarters. So highlight that, on an adjusted EBITDA margin basis, you'll see in our adjusted EBITDA reconciliation that we did adjust out the out of period component of the $12 million charge, which was $10 million. So if you look at our adjusted EBITDA margins and then adjust for that smaller amount of $2 million in the current period, you would see that our margins, again on an adjusted EBITDA basis are fairly consistent sequentially. And then, as you know, you highlighted yourself, we had this impact to transportation revenue. And so the comparability there, that item in particular does give us a little bit of favorability in terms of our margin, but it’s not a significant driver of the ongoing improvements that we're delivering.

Great, thanks. Super helpful.

Our next question will come from Bret Jordan with Jefferies. Please go ahead.

Hey, good morning. Good afternoon, guys.

Hey, Bret. Good afternoon.

On the market share question, I think you said you're outperforming the physical auction volume. I guess, if you looked at all auction channels and looked at market share, are you and obviously, there's lots of cars traded in various places. Are you outperforming the broader market or are you more or less right now performing the physical?

I would say, our market share, Bret, over the past period has been fairly steady. There's a little bit of ebb and flow in some quarters. We've seen strong growth on commercial while dealer volumes have been more flattish over the past say 12-month period. So I think you have to look at it in the dealer category and then in the commercial category and then in aggregate because the mix shift can flex from one quarter to another, one period to another. So I would say, we've held our market share. It might be slightly up over the period if we look at it in aggregate and then we look at it in commercial and dealer. I also feel pretty good about where we stand.

Okay. And then within AFC, has your customer base changed at all? Are you taking out some of the lower credit customers? And I guess, if you thought about the number of active clients at AFC right now, does that change much year-over-year?

Yes. Hey Bret, Brad here. Thanks for the question. So I would say, just a couple things here. We have been intentional around our risk management processes here and been pretty diligent, particularly over the last 12 to 18 months around the customer portfolio. So there's been some proactive takeout of customers that were flagging risk for us, and that's ordinary. But I would say, certainly in the last 12 to 18 months, it's been more of a priority for us. In this business, in the independent floor planning financing business, there is some normal churn. So there are normal churns. But as we've demonstrated historically, we're able to maintain a pretty consistent base of customers with that churn. So as we lose some, we gain some and on the net, we're able to grow unit volumes over time. So that's just my comments there. But I would say, this business continues to perform very, very well. Obviously, our credit loss rates have been a little bit higher than where we would like them to be on a target basis. But we feel our relative performance there, based on what we know of some of our peers in this space and their performance, our relative performance there is very strong, the margin structure of this business not only from a fee basis but also from a net interest margin perspective and the returns that yields is very, very attractive and we like this business.

Great. A quick housekeeping question. You also commented you increased your go-to-market resources late in the second quarter. Is that something that is, obviously you maintained your guide. Is there any timing that that expense is going to generate a return later in the year or is it just not that significant?

I guess, Bret, I'd say first of all it's not that significant in the context of overall SG&A structure. So I'd say it's more on the margin. But obviously the business case associated with these investments is, yes, you increase some staffing and you expect to see volume impacts to happen in fairly near-term, but not immediately. So yes, we've got a business case that envisions some incremental volume here in the second half of the year and continuing into 2025. Some of the investments also are in technology and product development. Those probably have a little bit of a longer lead time, but not massively. And again, I would characterize that as we feel really good about the offering we have. We feel really good about the feedback we're getting from our dealers, many of whom are very sophisticated, do a lot of analysis on how we're performing versus other channels. And there's an opportunity here to sort of increase share in certain markets where frankly we don't have a presence in terms of a salesperson or in certain markets where we've got more opportunity than the person on the ground can reasonably handle. So it's a situation like that.

Great. Thank you.

The next question will come from Rajat Gupta with JPMorgan. Please go ahead.

Great. Thanks for taking the questions. Apologies, I joined the call a little late. I was curious like if you commented around your U.S. D2D growth and what your share gains were in the quarter? And I have a couple very quick follow-ups. Thanks.

Yes. Rajat, we commented that the story was similar to Q1 insofar as there were some declines in total dealer volume, but most of those were located in our Canadian business. Our U.S. volumes were stronger in relative terms based on the information we have. Our U.S. dealer volume trends were stronger than U.S. volume trends at physical auction. Actually, physical auction volumes declined over the first half of the year. So yes, I think our U.S. dealer-to-dealer trends are stronger than the overall aggregate trend that we talked about. A couple of other things worth mentioning. Commercial volume growth of 21% in the quarter, similar to Q1, when you have strong commercial volume growth, there is a little bit of cannibalization on the buy side where a buyer who previously might have bought dealer cars switches over and buys a commercial vehicle. And that's just part of the normal network effect in our business. So I think that's to be understood. I guess the other thing I said, Rajat, is we saw an improving trend over the course of the quarter, both in U.S. and Canada. So to the extent there were declines, we saw those declines sort of diminish as the quarter went on, and I feel good about the trend line that set up for the second half of the year.

Got it. And we noticed like one of our competitors raised prices on the digital side in the month of June. I was curious, did you follow through with that or are you going to be a little more cautious about that and maybe use that as an opportunity to take some share? Just curious around the thought process around that? Thanks.

We noticed the same thing. Obviously, pricing is something we keep under review at all times in our business, in all the marketplaces, commercial and dealer. So that's something we observed and something we will react to appropriately. Our dealer-to-dealer business is an important part of our offering. It is profitable, significantly more profitable than it was two years ago. So I feel really good about that. I believe we've got a very efficient marketplace, by which I mean the cost to put a vehicle through our marketplace, I believe is lower than the cost to put a vehicle through a physical auction, and probably lower than the cost to put it through some competing channels. So I think we've got a very efficient marketplace and that has enabled us to have attractive pricing in the market, a growing business and a profitable business. So, listen, we're going to keep that under review. It's something we're actively looking at. We also had in Canada, the digital services tax that Brad alluded to. So that's a function in Canada that we obviously need to find a way to address as well. So looking at pricing in that regard as well. I don't have anything to say on this particular call in terms of timing, but these are things we look at all the time.

Understood. Just one last one on the CDK outreach and the experience that the dealers went through with this. You're obviously very much integrated with your dealer network. Their systems in a way getting deeper and deeper in terms of partnerships. I was curious, does this experience open up an opportunity for you to maybe participate more in those kinds of systems and products, given you already have a platform and you're already well connected? So I was just curious how you think about that opportunity? Thanks.

Thanks, Rajat. First of all, I want to be very clear. Our information systems were not in any way compromised in the quarter. The volume impact was a knock-on impact: our dealers' operations were impacted by the outage. That meant they couldn't take trade-ins and they couldn't wholesale cars. And that sort of by implication impacted our volumes late in the second quarter. But our systems are robust and were unaffected through the whole process. Information security is really important. I feel really good about what we've got. Our systems are a little different; we're not as tied into the core operations of the dealership like a dealer management system is. But we have opportunities as part of our product innovation to make the wholesale process easy for dealers. So part of that we are expanding our product offering beyond just the purchase and sale of a vehicle, but helping dealers with pricing guidance and vehicle stocking decisions and things like that both in U.S. and Canada. So we've got some exciting initiatives in the works. I think we'll have more to talk about in future calls as we bring these products to market.

Understood. Great. Thanks for all the color.

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

Thank you very much. I'd just like to reinforce a few key themes that support my optimism for OPENLANE's future. As I mentioned earlier, our performance in the first half of this year clearly demonstrates the power of our offering and the strong scalability characteristics of our company. We're leaning into that strategy and our investments to further accelerate the growth that we're already seeing. AFC continues to be a strategic asset, delivering meaningful adjusted EBITDA and enabling the OPENLANE marketplace more than ever before. Our marketplace business is profitable and growing and are well positioned to capture the opportunities inherent in the improving industry fundamentals. We remain the clear leader in commercial off-lease remarketing and are best positioned to benefit from the current leasing recovery. And we're investing in our dealer business to accelerate our innovation pipeline, grow our volumes and our market share, and continue delivering the profitable growth that you're seeing. When viewed together, I think the combination of these factors provides a very compelling vision for OPENLANE's future. Thank you all for joining us on today's call. I look forward to speaking to you all again soon.

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