Openlane Inc.
11/04/2026 | Press release | Distributed by Public on 11/04/2026 09:14
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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 in this report that are not historical facts (including, but not limited to, expectations, estimates, assumptions and projections regarding the industry, business, future operating results, anticipated cash requirements and macroeconomic conditions) may be forward-looking statements. Words such as "should," "may," "will," "would," "could," "can," "of the opinion," "confident," "anticipates," "expects," "intends," "plans," "predicts," "projects," "believes," "seeks," "estimates," "continues," "contemplates," "outlook," "position," "initiatives," "goals," "targets," "opportunities" and similar expressions identify forward-looking statements. Such statements, including statements regarding market conditions; our future growth and profitability; anticipated cost savings; revenue increases, credit losses and capital expenditures; contractual obligations; common stock repurchases; changes in the value of foreign currencies relative to the U.S. dollar; tax rates and assumptions; the effects of macroeconomic conditions and geopolitical events (including but not limited to tariffs and trade policies) on our business and industry; business strategies; strategic initiatives, acquisitions and dispositions; business and industry trends and challenges; our competitive position and retention of customers; our use of artificial intelligence technologies; and our continued investment in information technology, among others, 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, those discussed in the section entitled "Risk Factors" in this report and Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 18, 2026, and those described from time to time in our future reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. In addition, the global economic climate and general market, political, economic, and business conditions may amplify many of these risks. The forward-looking statements in this report are made as of the date of this report and we do not undertake to update our forward-looking statements.
Automotive Industry and Economic Impacts on our Business
We are dependent on the supply of used vehicles in the wholesale market, and our financial performance depends, in part, on conditions in the automotive industry. The supply chain issues and market conditions the automotive industry experienced in 2020-2023, including the disruption of new vehicle production, low new vehicle supply and historically high used vehicle pricing have had a material impact on the wholesale used vehicle industry. New vehicle supply has begun to recover, and this has resulted in wholesale vehicle supply also starting to increase. New lease originations have remained healthy for the last several quarters. As these leases begin maturing in 2026 and beyond, we expect a higher volume of off-lease vehicles available to the wholesale used vehicle industry, with much of that volume expected to flow through OPENLANE first as we support the majority of commercial sellers with off-lease vehicle inventory in North America.
However, macroeconomic and geopolitical factors, including the conflict with Iran and inflationary pressures, interest rates, volatility of oil and natural gas prices and consumer confidence continue to impact the affordability and demand for new and used vehicles. In addition, increases in fuel prices, including as a result of the conflict with Iran, have increased transportation and logistics costs for the wholesale used vehicle industry. Further, the continuously evolving tariff and trade environment continues to be a source of uncertainty in the automotive industry. Due to their evolving nature, we cannot predict whether or for how long certain trends will continue, nor to what degree these trends will impact us in the future.
Overview
OPENLANE is a leading digital marketplace for wholesale used vehicles operating in the United States, Canada and Europe. Our technology and people connect the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers, which facilitated approximately 1.5 million vehicle transactions with a gross merchandise value ("GMV") of $28.8 billion in 2025. GMV represents the total dollar value of vehicles sold through our marketplaces and serves as an indicator of the health and scale of our digital platforms. Our portfolio of integrated technology, data analytics, financing, logistics and other remarketing solutions, combined with our vehicle logistics centers in Canada, power transactions on our marketplace and help advance our purpose: to make wholesale easy so our customers can be more
successful. Our business is divided into two reportable business segments, each of which is an integral part of the wholesale used vehicle remarketing industry: Marketplace and Finance.
•The Marketplace segment serves its customer base through digital marketplaces in the U.S., Canada and Europe and vehicle logistics center locations in Canada. Comprehensive SaaS-based private label remarketing solutions are offered to automobile manufacturers, captive finance companies and other commercial customers to digitally offer vehicles for sale. Vehicles sold on our digital platforms are typically sold by new and used vehicle dealers, commercial fleet operators, financial institutions, rental car companies, and vehicle manufacturers and their captive finance companies to dealer customers. We also provide value-added ancillary services including inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services.
•Through AFC, the Finance segment provides short-term, inventory-secured financing, known as floorplan financing, primarily to independent vehicle dealers throughout the United States and Canada. In addition, AFC provides liquidity for customer trade-ins which can encompass settling lienholder payoffs. AFC also provides title services for their customers throughout North America. AFC is highly complementary to OPENLANE's marketplace business, extending credit to increase marketplace transactions, leveraging AFC's local dealer base to increase marketplace registrations and engagement, and providing a channel through which to bundle marketplace products and services.
Industry Trends
Wholesale Used Vehicle Industry
We believe the U.S. and Canadian wholesale used vehicle industry has a total addressable market of approximately 15 million vehicles, which can fluctuate depending on seasonality and a variety of other macro-economic and industry factors. This wholesale used vehicle industry consists of the commercial market (commercial sellers that sell to franchise and independent dealers) and the dealer-to-dealer market (franchise and independent dealers that both buy and sell vehicles). The Company supports the majority of commercial off-lease sellers in North America with our SaaS-based technology, and we believe digital applications in general may provide an opportunity to expand the total addressable market for dealer-to-dealer transactions. The supply chain issues and market conditions the automotive industry experienced in 2020-2023, including the disruption of new vehicle production, low new vehicle supply and historically high used vehicle pricing have had a material impact on the wholesale used vehicle industry. New vehicle supply has begun to recover, and this has resulted in wholesale vehicle supply also starting to increase. New lease originations have remained healthy for the last several quarters. As these leases begin maturing in 2026 and beyond, we expect a higher volume of off-lease vehicles available to the wholesale used vehicle industry, with much of that volume flowing through OPENLANE first as we support the majority of commercial sellers with off-lease vehicle inventory in North America. However, the conflict with Iran, as well as tariffs and related trade disputes, could impact the number of off-lease vehicles that are available to the wholesale used vehicle industry.
Automotive Finance
AFC works with independent vehicle dealers to improve their results by providing a comprehensive set of business and financial solutions that leverage its local presence of branches and in-market representatives, industry experience and scale, as well as OPENLANE affiliations. Throughout 2025, AFC's North American dealer base was comprised of approximately 15,000 unique independent dealers.
Key challenges for the independent vehicle dealers include demand for used vehicles, disruptions in pricing of used vehicle inventory, access to consumer financing, increased interest rates and increased used car retail activity of franchise and public dealerships (most of which do not utilize AFC or its competitors for floorplan financing). These same challenges, to the extent they occur, could result in a material negative impact on AFC's results of operations. A significant decline in used vehicle sales as a result of a decrease in consumer auto loan originations or other factors listed above, could result in an increased number of dealers defaulting on their loans. In addition, volatility in wholesale vehicle pricing impacts the value of recovered collateral on defaulted loans and the resulting severity of credit losses at AFC. A decrease in wholesale used car pricing could lead to increased losses if dealers are unable to satisfy their obligations.
Seasonality
The volume of vehicles sold through our marketplaces generally fluctuates from quarter-to-quarter. This seasonality is caused by several factors including weather, the timing of used vehicles available for sale from selling customers, holidays, and the seasonality of the retail market for used vehicles, which affects the demand side of the auction industry. Wholesale used vehicle volumes tend to decline during prolonged periods of winter weather conditions. As a result, revenues and operating expenses related to volume will fluctuate accordingly on a quarterly basis. In North America, the fourth calendar quarter typically experiences lower used vehicle volume as well as additional costs associated with the holidays and winter weather.
In addition, changes in working capital vary from quarter-to-quarter as a result of the timing of collections and disbursements of funds to consignors from marketplace sales held near period end. Furthermore, variability in AFC's finance receivables portfolio commonly results in changes to working capital.
Sources of Revenues and Expenses
The vehicles sold on our marketplaces generate auction fees from buyers and sellers. The Company generally does not take title to these consigned vehicles and records only its auction fees as revenue ("Auction fees") because it has no influence on the vehicle auction selling price agreed to by the seller and the buyer at the auction. The Company does not record the gross selling price of the consigned vehicles sold at auction as revenue. The Company generally enforces its rights to payment for seller transactions through net settlement provisions following the sale of a vehicle. Marketplace services such as certain inbound and outbound transportation logistics, reconditioning and vehicle inspection and certification ("related fees") are generally recognized at the time of service. Auction fees together with the related fees are presented as "Auction and related fees" in the consolidated statements of income. Our Software as a Service ("SaaS") solutions and collateral recovery services are also generally recognized at the time of service ("SaaS and other revenue" in the consolidated statements of income). The Company also sells vehicles that have been purchased, which represent approximately 2% of the total volume of vehicles sold. For these types of sales, the Company does record the gross selling price of purchased vehicles sold at auction as revenue ("Purchased vehicle sales" in the consolidated statements of income) and the gross purchase price of the vehicles as "Cost of services." AFC's revenue ("Finance revenue" in the consolidated statements of income) is comprised of interest revenue and fee and other revenue associated with our finance receivables. AFC's interest revenue is generally determined based on the applicable prime rate plus a margin.
Although Marketplace revenues include Auction and related fees, our related receivables and payables include the gross value of the vehicles sold. Trade receivables include the unremitted purchase price of vehicles purchased by third parties through our marketplaces, fees to be collected from those buyers and amounts due for services provided by us related to certain consigned vehicles. The amounts due with respect to the services provided by us related to certain consigned vehicles are generally deducted from the sales proceeds upon the eventual auction or other disposition of the related vehicles. Accounts payable include amounts due sellers from the proceeds of the sale of their consigned vehicles less any fees.
Our operating expenses consist of cost of services, finance interest expense, provision for credit losses, selling, general and administrative and depreciation and amortization. Finance interest expense includes the cost of funds on our securitization borrowings and the amortization of debt issue costs on the securitization facilities. Cost of services is composed of payroll and related costs, subcontract services, the cost of vehicles purchased, supplies, insurance, property taxes, utilities, maintenance and lease expense related to vehicle logistics centers and AFC branch locations. Selling, general and administrative expenses are comprised of payroll and related costs, sales and marketing, information technology services and professional fees.
Results of Operations
Overview of Results of OPENLANE, Inc. for the Three Months Ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|||||||||||
| (Dollars in millions except per share amounts) | 2026 | 2025 | |||||||||
| Revenues | |||||||||||
| Auction and related fees | $ | 253.2 | $ | 215.2 | |||||||
| SaaS and other revenue | 73.9 | 65.3 | |||||||||
| Purchased vehicle sales | 119.4 | 108.9 | |||||||||
| Finance revenue | 114.7 | 109.0 | |||||||||
| Total operating revenues | 561.2 | 498.4 | |||||||||
| Operating expenses | |||||||||||
| Cost of services (exclusive of depreciation and amortization) | 309.3 | 270.2 | |||||||||
| Finance interest expense | 28.2 | 28.1 | |||||||||
| Provision for credit losses | 8.4 | 11.5 | |||||||||
| Selling, general and administrative | 123.4 | 110.9 | |||||||||
| Depreciation and amortization | 21.5 | 22.7 | |||||||||
| Total operating expenses | 490.8 | 443.4 | |||||||||
| Operating profit | 70.4 | 55.0 | |||||||||
| Interest expense | 10.0 | 1.1 | |||||||||
| Other income, net | (0.4) | (2.2) | |||||||||
| Loss on extinguishment of debt | 0.7 | - | |||||||||
| Income before income taxes | 60.1 | 56.1 | |||||||||
| Income taxes | 15.4 | 8.2 | |||||||||
| Net income | $ | 44.7 | $ | 47.9 | |||||||
| Amounts attributable to common stockholders | |||||||||||
| Net income | $ | 44.7 | $ | 47.9 | |||||||
| Series A Preferred Stock dividends | - | (11.1) | |||||||||
| Net income attributable to participating securities | - | (9.2) | |||||||||
| Net income attributable to common stockholders | $ | 44.7 | $ | 27.6 | |||||||
| Net income per share | |||||||||||
| Basic | $ | 0.36 | $ | 0.26 | |||||||
| Diluted | $ | 0.36 | $ | 0.25 | |||||||
Overview
For the three months ended September 30, 2026, we had revenue of $561.2 million compared with revenue of $498.4 million for the three months ended September 30, 2025, an increase of 13%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $1.2 million, or 5%, to $21.5 million for the three months ended September 30, 2026, compared with $22.7 million for the three months ended September 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
Interest Expense
Interest expense increased $8.9 million to $10.0 million for the three months ended September 30, 2026, compared with $1.1 million for the three months ended September 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025.
Other Income, Net
For the three months ended September 30, 2026, we had other income of $0.4 million compared with $2.2 million for the three months ended September 30, 2025. The decrease in other income was primarily attributable to foreign currency losses on intercompany balances of $0.5 million for the three months ended September 30, 2026, compared with foreign currency gains on intercompany balances of $1.6 million for the three months ended September 30, 2025. This decrease was partially offset by an increase in other miscellaneous income aggregating $0.3 million, primarily interest income.
Loss on Extinguishment of Debt
In September 2026, in connection with the Second Amendment to the Tenth Amended and Restated Receivables Purchase Agreement, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs.
Income Taxes
We had an effective tax rate of 25.6% for the three months ended September 30, 2026, compared with an effective tax rate of 14.6% for the three months ended September 30, 2025. The effective tax rate for the three months ended September 30, 2025 was favorably impacted by a decrease in the valuation allowance related to 2025 current year movement of the adjusted U.S. net deferred tax asset primarily attributable to the application of new tax legislation, the One Big Beautiful Bill Act.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the three months ended September 30, 2026 compared with the three months ended September 30, 2025, the change in the Canadian dollar exchange rate decreased revenue by $1.9 million, operating profit by $0.5 million and net income by $0.3 million. For the three months ended September 30, 2026 compared with the three months ended September 30, 2025, the change in the euro exchange rate decreased revenue by $1.6 million, operating profit by $0.1 million and net income by $0.1 million.
Marketplace Results
|
Three Months Ended September 30, |
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|
(Dollars in millions, except GMV)
|
2026 | 2025 | |||||||||
| Auction and related fees | $ | 253.2 | $ | 215.2 | |||||||
| SaaS and other revenue | 73.9 | 65.3 | |||||||||
| Purchased vehicle sales | 119.4 | 108.9 | |||||||||
| Total Marketplace revenue | 446.5 | 389.4 | |||||||||
| Cost of services* | 306.9 | 270.0 | |||||||||
| Gross profit | 139.6 | 119.4 | |||||||||
| Provision for credit losses | 0.7 | 1.8 | |||||||||
| Selling, general and administrative | 108.6 | 97.6 | |||||||||
| Depreciation and amortization | 1.4 | 1.8 | |||||||||
| Operating profit | $ | 28.9 | $ | 18.2 | |||||||
| Commercial vehicles sold | 270,000 | 185,000 | |||||||||
| Dealer consignment vehicles sold | 205,000 | 187,000 | |||||||||
| Total vehicles sold | 475,000 | 372,000 | |||||||||
| GMV (in billions) | $ | 10.0 | $ | 7.3 | |||||||
|
Auction and related fees yield
|
2.5% | 2.9% | |||||||||
* Includes depreciation and amortization
Total Marketplace Revenue
Revenue from the Marketplace segment increased $57.1 million, or 15%, to $446.5 million for the three months ended September 30, 2026, compared with $389.4 million for the three months ended September 30, 2025. The increase in revenue was primarily attributable to the 28% increase in the number of vehicles sold. The change in revenue included the impact of a decrease in revenue of $3.1 million due to fluctuations in the euro and Canadian dollar exchange rates.
The 28% increase in the number of vehicles sold was comprised of a 46% increase in commercial vehicles sold and a 10% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the three months ended September 30, 2026 and 2025 was approximately $10.0 billion and $7.3 billion, respectively. The year-over-year increase in GMV for the three months ended September 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
Auction and Related Fees
Auction and related fees increased $38.0 million, or 18%, to $253.2 million for the three months ended September 30, 2026, compared with $215.2 million for the three months ended September 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 40 basis points to 2.5% for the three months ended September 30, 2026, compared with 2.9% for the three months ended September 30, 2025. The year-over-year decrease in consolidated yield for the three months ended September 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than dealer consignment vehicles, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $8.6 million, or 13%, to $73.9 million for the three months ended September 30, 2026, compared with $65.3 million for the three months ended September 30, 2025, primarily as a result of increases in other repossession revenue of $4.7 million due to increased repossession volumes, and SaaS revenues of $4.6 million, partially offset by a decrease in transportation revenue of approximately $0.7 million due to a lower transportation attach rate, which represents the percentage of vehicles sold through our marketplaces for which we provide transportation services.
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $10.5 million, or 10%, to $119.4 million for the three months ended September 30, 2026, compared with $108.9 million for the three months ended September 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace, partially offset by a decrease in the average selling price of purchased vehicles sold in the U.S. marketplace. The net U.S. increase was further offset by a decrease in the number of purchased vehicles sold in Europe, partially offset by an increase in the average selling price of purchased vehicles sold in Europe.
Gross Profit
For the three months ended September 30, 2026, gross profit from the Marketplace segment increased $20.2 million, or 17%, to $139.6 million, compared with $119.4 million for the three months ended September 30, 2025. Gross profit improvements were driven by a $22.0 million net increase in auction and service volumes, including the impact from a higher mix of commercial vehicles sold. The gross profit improvement also included a $1.4 million decrease in Canadian DST expense (repealed in March 2026). These improvements were partially offset by a $3.2 million decrease from pricing. In addition, gross profit was negatively affected by a lower transportation attach rate.
Gross profit from the Marketplace segment was 31.3% of revenue for the three months ended September 30, 2026, compared with 30.7% of revenue for the three months ended September 30, 2025. Gross profit as a percentage of revenue increased for the three months ended September 30, 2026 as compared with the three months ended September 30, 2025, due to increased auction and service volumes, including an increased mix of higher margin commercial vehicles.
Provision for Credit Losses
Provision for credit losses from the Marketplace segment decreased $1.1 million, or 61%, to $0.7 million for the three months ended September 30, 2026, compared with $1.8 million for the three months ended September 30, 2025, primarily as a result of initiatives implemented to reduce risk in the marketplace and initiatives to decrease bad debt.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $11.0 million, or 11%, to $108.6 million for the three months ended September 30, 2026, compared with $97.6 million for the three months ended September 30, 2025, primarily as a result of increases in professional fees of $2.6 million, compensation expense of $2.5 million, sales-related expenses of $2.5 million, stock-based compensation of $2.0 million, information technology costs of $1.2 million and other miscellaneous expenses aggregating $1.4 million, partially offset by a decrease in severance of $1.2 million.
Finance Results
| As of and for the | |||||||||||
|
Three Months Ended September 30, |
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| (Dollars in millions) | 2026 | 2025 | |||||||||
| Finance revenue | |||||||||||
| Interest revenue | $ | 60.8 | $ | 57.9 | |||||||
| Fee and other revenue | 53.9 | 51.1 | |||||||||
| Total Finance revenue | 114.7 | 109.0 | |||||||||
| Finance interest expense | 28.2 | 28.1 | |||||||||
| Net Finance margin | 86.5 | 80.9 | |||||||||
| Finance provision for credit losses | 7.7 | 9.7 | |||||||||
| Cost of services (exclusive of depreciation and amortization) | 19.6 | 18.1 | |||||||||
| Selling, general and administrative | 14.8 | 13.3 | |||||||||
| Depreciation and amortization | 2.9 | 3.0 | |||||||||
| Operating profit | $ | 41.5 | $ | 36.8 | |||||||
| Portfolio Performance Information | |||||||||||
| Floorplans originated | 284,000 | 265,000 | |||||||||
| Floorplans curtailed* | 170,000 | 160,000 | |||||||||
| Total loan transaction units | 454,000 | 425,000 | |||||||||
| Total receivables managed | $ | 2,763.5 | $ | 2,489.3 | |||||||
| Average receivables managed** | $ | 2,700.9 | $ | 2,389.2 | |||||||
| Allowance for credit losses | $ | 30.0 | $ | 23.0 | |||||||
| Allowance for credit losses as a percentage of total receivables managed | 1.1% | 0.9% | |||||||||
| Annualized finance provision for credit losses as a percentage of average receivables managed | 1.1% | 1.6% | |||||||||
| Receivables delinquent as a percentage of total receivables managed | 0.6% | 0.3% | |||||||||
* Floorplans curtailed represent existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.
** Average receivables managed is calculated based on the daily ending balance of total receivables managed.
| Yields (Annualized) |
Three Months Ended September 30, |
||||||||||
| % of Average Receivables Managed | 2026 | 2025 | |||||||||
| Finance revenue yield | |||||||||||
| Interest revenue | 8.9 | % | 9.6 | % | |||||||
| Fee and other revenue | 7.9 | % | 8.5 | % | |||||||
| Total Finance revenue yield | 16.8 | % | 18.1 | % | |||||||
| Finance interest expense | 4.1 | % | 4.7 | % | |||||||
| Net Finance margin | 12.7 | % | 13.4 | % | |||||||
Revenue
For the three months ended September 30, 2026, the Finance segment revenue increased $5.7 million, or 5%, to $114.7 million, compared with $109.0 million for the three months ended September 30, 2025. The increase in revenue was primarily the result of a 7% increase in loan transaction units (vehicle finance transactions) and an increase in loan values, partially offset by decreases in interest yields driven by a decrease in average prime rates.
Finance Interest Expense
For the three months ended September 30, 2026, finance interest expense increased $0.1 million, or less than 1%, to $28.2 million, compared with $28.1 million for the three months ended September 30, 2025. The increase in finance interest expense was attributable to an increase in the average balance on the AFC securitization obligations, partially offset by an approximately 0.6% decrease in the average interest rate on the securitization obligations.
Net Finance Margin (Annualized)
For the three months ended September 30, 2026, the net Finance margin percent decreased 0.7% to 12.7%, compared with 13.4% for the three months ended September 30, 2025. The decrease was attributable to a 0.6% decrease in fee and other revenue yield driven by the impact of predominantly fixed fees in relation to increasing loan values as well as other fee changes. The net interest yield was 4.8% and 4.9% for the three months ended September 30, 2026 and 2025, respectively.
Finance Provision for Credit Losses
For the three months ended September 30, 2026, the finance provision for credit losses decreased $2.0 million, or 21%, to $7.7 million, compared with $9.7 million for the three months ended September 30, 2025. The provision for credit losses decreased to 1.1% of the average receivables managed for the three months ended September 30, 2026 from 1.6% for the three months ended September 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the three months ended September 30, 2026, cost of services for the Finance segment increased $1.5 million, or 8%, to $19.6 million, compared with $18.1 million for the three months ended September 30, 2025. The increase in cost of services was primarily the result of increases in compensation expense of $0.8 million, incentive-based compensation of $0.3 million and other miscellaneous expenses aggregating $0.4 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $1.5 million, or 11%, to $14.8 million for the three months ended September 30, 2026, compared with $13.3 million for the three months ended September 30, 2025 primarily as a result of increases in incentive-based compensation of $0.6 million, stock-based compensation of $0.6 million and professional fees of $0.4 million, partially offset by a net decrease in other miscellaneous expenses aggregating $0.1 million.
Select Finance Balance Sheet Items
| (Dollars in millions) |
September 30, 2026 |
December 31, 2025 |
|||||||||
| Tangible Assets | |||||||||||
| Total assets | $ | 3,104.4 | $ | 2,763.6 | |||||||
| Intangible assets | 257.0 | 258.2 | |||||||||
| Tangible assets | $ | 2,847.4 | $ | 2,505.4 | |||||||
| Tangible parent equity | |||||||||||
| Total parent equity*** | $ | 783.7 | $ | 792.6 | |||||||
| Intangible assets | 257.0 | 258.2 | |||||||||
| Tangible parent equity*** | $ | 526.7 | $ | 534.4 | |||||||
*** Parent equity represents OPENLANE's net investment in AFC. Tangible parent equity is a non-GAAP measure of AFC's capital.
Overview of Results of OPENLANE, Inc. for the Nine Months Ended September 30, 2026 and 2025:
|
Nine Months Ended September 30, |
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| (Dollars in millions except per share amounts) | 2026 | 2025 | |||||||||
| Revenues | |||||||||||
| Auction and related fees | $ | 754.0 | $ | 628.0 | |||||||
| SaaS and other revenue | 214.8 | 195.0 | |||||||||
| Purchased vehicle sales | 346.5 | 293.1 | |||||||||
| Finance revenue | 328.4 | 324.1 | |||||||||
| Total operating revenues | 1,643.7 | 1,440.2 | |||||||||
| Operating expenses | |||||||||||
| Cost of services (exclusive of depreciation and amortization) | 887.4 | 766.2 | |||||||||
| Finance interest expense | 78.7 | 82.6 | |||||||||
| Provision for credit losses | 27.6 | 29.5 | |||||||||
| Selling, general and administrative | 371.6 | 332.4 | |||||||||
| Depreciation and amortization | 66.7 | 68.4 | |||||||||
| Loss on sale of property | - | 7.0 | |||||||||
| Total operating expenses | 1,432.0 | 1,286.1 | |||||||||
| Operating profit | 211.7 | 154.1 | |||||||||
| Interest expense | 30.1 | 8.2 | |||||||||
| Other income, net | (5.6) | (14.6) | |||||||||
| Loss on extinguishment of debt | 0.7 | - | |||||||||
| Income before income taxes | 186.5 | 160.5 | |||||||||
| Income taxes | 48.6 | 42.3 | |||||||||
| Net income | $ | 137.9 | $ | 118.2 | |||||||
| Amounts attributable to common stockholders | |||||||||||
| Net income | $ | 137.9 | $ | 118.2 | |||||||
| Series A Preferred Stock dividends | (8.6) | (33.3) | |||||||||
| Net income attributable to participating securities | (9.5) | (21.2) | |||||||||
| Net income attributable to common stockholders | $ | 119.8 | $ | 63.7 | |||||||
| Net income per share | |||||||||||
| Basic | $ | 1.05 | $ | 0.59 | |||||||
| Diluted | $ | 1.02 | $ | 0.59 | |||||||
Overview
For the nine months ended September 30, 2026, we had revenue of $1,643.7 million compared with revenue of $1,440.2 million for the nine months ended September 30, 2025, an increase of 14%. For a further discussion of our operating results, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization decreased $1.7 million, or 2%, to $66.7 million for the nine months ended September 30, 2026, compared with $68.4 million for the nine months ended September 30, 2025. The decrease in depreciation and amortization was primarily the result of assets that have become fully amortized and depreciated.
Interest Expense
Interest expense increased $21.9 million to $30.1 million for the nine months ended September 30, 2026, compared with $8.2 million for the nine months ended September 30, 2025. The increase in interest expense was primarily the result of new term loan borrowings in the fourth quarter of 2025, partially offset by the repayment of the senior notes in the second quarter of 2025.
Other Income, Net
For the nine months ended September 30, 2026, we had other income of $5.6 million compared with $14.6 million for the nine months ended September 30, 2025. The decrease in other income was primarily attributable to a decrease in foreign currency gains on intercompany balances of $9.8 million and a net decrease in other miscellaneous items aggregating $0.5 million, primarily a decrease in interest income, partially offset by a $1.3 million realized gain on investment securities.
Loss on Extinguishment of Debt
In September 2026, in connection with the Second Amendment to the Tenth Amended and Restated Receivables Purchase Agreement, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs.
Income Taxes
We had an effective tax rate of 26.1% for the nine months ended September 30, 2026, compared with an effective tax rate of 26.4% for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2025 was not significantly impacted by the valuation allowance due to the decrease of the adjusted U.S. net deferred tax asset attributable to application of new tax legislation, the One Big Beautiful Bill Act, offsetting the increase related to all other 2025 current year movement of the adjusted U.S. net deferred tax asset.
Additionally, the Organization for Economic Cooperation and Development has published a proposal to establish a new global minimum corporate tax rate of 15%, commonly referred to as Pillar Two. While the U.S. has not adopted the Pillar Two framework into law, numerous countries in which we operate have enacted tax legislation based on the Pillar Two framework with certain components of the minimum tax rules effective beginning in 2024 and further rules becoming effective beginning in 2025 and subsequent years. On January 5, 2026, the OECD announced agreement amongst members that would exclude U.S. parented groups from some taxes imposed by Pillar Two. This agreement allows for the U.S. international tax rules and Pillar Two to operate in parallel. These rules, as well as changes due to the agreement, are not expected to materially impact the Company's consolidated financial statements. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Impact of Foreign Currency
For the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, the change in the euro exchange rate increased revenue by $9.8 million, operating profit by $0.6 million and net income by $0.4 million. For the nine months ended September 30, 2026 compared with the nine months ended September 30, 2025, the change in the Canadian dollar exchange rate increased revenue by $2.9 million, operating profit by $1.0 million and net income by $0.5 million.
Marketplace Results
|
Nine Months Ended September 30, |
|||||||||||
|
(Dollars in millions, except GMV)
|
2026 | 2025 | |||||||||
| Auction and related fees | $ | 754.0 | $ | 628.0 | |||||||
| SaaS and other revenue | 214.8 | 195.0 | |||||||||
| Purchased vehicle sales | 346.5 | 293.1 | |||||||||
| Total Marketplace revenue | 1,315.3 | 1,116.1 | |||||||||
| Cost of services* | 884.9 | 767.4 | |||||||||
| Gross profit | 430.4 | 348.7 | |||||||||
| Provision for credit losses | 2.7 | 2.3 | |||||||||
| Selling, general and administrative | 328.6 | 292.2 | |||||||||
| Depreciation and amortization | 4.4 | 5.1 | |||||||||
| Loss on sale of property | - | 7.0 | |||||||||
| Operating profit | $ | 94.7 | $ | 42.1 | |||||||
| Commercial vehicles sold | 784,000 | 574,000 | |||||||||
| Dealer consignment vehicles sold | 604,000 | 541,000 | |||||||||
| Total vehicles sold | 1,388,000 | 1,115,000 | |||||||||
| GMV (in billions) | $ | 29.6 | $ | 21.7 | |||||||
| Auction and related fees yield | 2.5% | 2.9% | |||||||||
* Includes depreciation and amortization
Total Marketplace Revenue
Revenue from the Marketplace segment increased $199.2 million, or 18%, to $1,315.3 million for the nine months ended September 30, 2026, compared with $1,116.1 million for the nine months ended September 30, 2025. The increase in revenue was primarily attributable to the 24% increase in the number of vehicles sold. The change in revenue included the impact of an increase in revenue of $12.1 million due to fluctuations in the euro and Canadian dollar exchange rates.
The 24% increase in the number of vehicles sold was comprised of a 37% increase in commercial vehicles sold and a 12% increase in dealer consignment vehicles sold. The increase in commercial vehicles sold was primarily due to the onboarding of a new private label customer and an increase in off-lease vehicles sold. The GMV of vehicles sold for the nine months ended September 30, 2026 and 2025 was approximately $29.6 billion and $21.7 billion, respectively. The year-over-year increase in GMV for the nine months ended September 30, 2026 was driven by the increase in vehicles sold and an increase in the average value of vehicles sold.
Auction and Related Fees
Auction and related fees increased $126.0 million, or 20%, to $754.0 million for the nine months ended September 30, 2026, compared with $628.0 million for the nine months ended September 30, 2025. Yield represents auction and related fees divided by GMV. Yield decreased 40 basis points to 2.5% for the nine months ended September 30, 2026, compared with 2.9% for the nine months ended September 30, 2025. The year-over-year decrease in consolidated yield for the nine months ended September 30, 2026, was driven by an increased mix of commercial vehicles which carry lower yields than dealer consignment vehicles, as well as an increase in the average value of vehicles sold.
SaaS and Other Revenue
SaaS and other revenue increased $19.8 million, or 10%, to $214.8 million for the nine months ended September 30, 2026, compared with $195.0 million for the nine months ended September 30, 2025, primarily as a result of increases in SaaS revenues of $11.2 million and other repossession revenue of $9.8 million due to increased repossession volumes, partially offset by a decrease in transportation revenue of $1.2 million due to a lower transportation attach rate.
Purchased Vehicle Sales
The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold, which represent approximately 2% of total vehicles sold. Purchased vehicle sales increased $53.4 million, or 18%, to $346.5 million for the nine months ended September 30, 2026, compared with $293.1 million for the nine months ended September 30, 2025, primarily as a result of an increase in the number of purchased vehicles sold in the U.S. marketplace.
Gross Profit
For the nine months ended September 30, 2026, gross profit from the Marketplace segment increased $81.7 million, or 23%, to $430.4 million, compared with $348.7 million for the nine months ended September 30, 2025. Gross profit improvements were driven by a $54.2 million net increase in auction and service volumes, including the impact from a higher mix of commercial vehicles sold and partially offset by transportation margin compression. The gross profit improvement also included a $20.2 million benefit related to the rescission of the digital services tax in Canada (see below), which includes a $15.9 million reversal of previously recognized expense and a $4.3 million benefit from the absence of expense for the current period. Additional drivers include an $8.8 million increase from pricing, partially offset by a decrease in other miscellaneous items aggregating $1.5 million.
Gross profit from the Marketplace segment was 32.7% of revenue for the nine months ended September 30, 2026, compared with 31.2% of revenue for the nine months ended September 30, 2025. Gross profit as a percentage of revenue increased for the nine months ended September 30, 2026 as compared with the nine months ended September 30, 2025, primarily due to the reversal of the Canadian digital services tax, higher pricing and increased auction and service volumes, partially offset by reduced margins in transportation services, as a result of elevated fuel prices in North America. The $20.2 million benefit related to the rescission of the Canadian digital service tax increased gross profit as a percentage of revenue by 1.5%.
On June 28, 2024, Canada enacted a new 3% Digital Services Tax ("Canadian DST") on certain online revenues, including online marketplace service revenues, of companies with consolidated revenues of at least €750 million. On March 26, 2026, Canada enacted a bill (C-15) including the repeal of the Canadian DST. This repeal is retroactive and applies to all periods since the tax's original inception. Consequently, the Company recorded an expense reversal of $15.9 million in the first quarter of 2026 (representing expense recorded in 2025 and prior periods, of which $4.3 million was recorded as expense in the first nine months of 2025). As of March 31, 2026, the Company recorded a receivable of $10.0 million (C$13.9 million) within trade receivables on the consolidated balance sheet, representing the refund due for amounts previously remitted to the Canada Revenue Agency. In the second quarter of 2026, the Company received the full cash refund.
Provision for Credit Losses
Provision for credit losses from the Marketplace segment increased $0.4 million, or 17%, to $2.7 million for the nine months ended September 30, 2026, compared with $2.3 million for the nine months ended September 30, 2025, mainly as a result of growth in the Marketplace business.
Selling, General and Administrative
Selling, general and administrative expenses from the Marketplace segment increased $36.4 million, or 12%, to $328.6 million for the nine months ended September 30, 2026, compared with $292.2 million for the nine months ended September 30, 2025, primarily as a result of increases in stock-based compensation of $11.6 million, sales-related expenses of $9.0 million, compensation expense of $7.4 million, professional fees of $3.4 million, travel expenses of $2.3 million, information technology costs of $2.2 million, incentive-based compensation of $1.7 million, supplies expense of $1.3 million and other miscellaneous expenses aggregating $0.8 million, partially offset by a decrease in severance of $3.3 million.
Loss on Sale of Property
In April 2025, the Company closed on the sale of excess property in Montreal that was originally purchased as part of the December 2023 Manheim Canada acquisition. This transaction resulted in a loss on sale of approximately $7.0 million in the second quarter of 2025.
Finance Results
| As of and for the | |||||||||||
|
Nine Months Ended September 30, |
|||||||||||
| (Dollars in millions) | 2026 | 2025 | |||||||||
| Finance revenue | |||||||||||
| Interest revenue | $ | 172.2 | $ | 170.3 | |||||||
| Fee and other revenue | 156.2 | 153.8 | |||||||||
| Total Finance revenue | 328.4 | 324.1 | |||||||||
| Finance interest expense | 78.7 | 82.6 | |||||||||
| Net Finance margin | 249.7 | 241.5 | |||||||||
| Finance provision for credit losses | 24.9 | 27.2 | |||||||||
| Cost of services (exclusive of depreciation and amortization) | 55.5 | 53.0 | |||||||||
| Selling, general and administrative | 43.0 | 40.2 | |||||||||
| Depreciation and amortization | 9.3 | 9.1 | |||||||||
| Operating profit | $ | 117.0 | $ | 112.0 | |||||||
| Portfolio Performance Information | |||||||||||
| Floorplans originated | 823,000 | 793,000 | |||||||||
| Floorplans curtailed* | 485,000 | 475,000 | |||||||||
| Total loan transaction units | 1,308,000 | 1,268,000 | |||||||||
| Total receivables managed | $ | 2,763.5 | $ | 2,489.3 | |||||||
| Average receivables managed** | $ | 2,568.8 | $ | 2,363.9 | |||||||
| Allowance for credit losses | $ | 30.0 | $ | 23.0 | |||||||
| Allowance for credit losses as a percentage of total receivables managed | 1.1% | 0.9% | |||||||||
| Annualized finance provision for credit losses as a percentage of average receivables managed | 1.3% | 1.5% | |||||||||
| Receivables delinquent as a percentage of total receivables managed | 0.6% | 0.3% | |||||||||
* Floorplans curtailed represent existing loans that customers opt to extend beyond the initial term upon the customer making a partial principal payment and payment of accrued interest and fees.
** Average receivables managed is calculated based on the daily ending balance of total receivables managed.
| Yields (Annualized) |
Nine Months Ended September 30, |
||||||||||
| % of Average Receivables Managed | 2026 | 2025 | |||||||||
| Finance revenue yield | |||||||||||
| Interest revenue | 9.0 | % | 9.6 | % | |||||||
| Fee and other revenue | 8.1 | % | 8.7 | % | |||||||
| Total Finance revenue yield | 17.1 | % | 18.3 | % | |||||||
| Finance interest expense | 4.1 | % | 4.6 | % | |||||||
| Net Finance margin | 13.0 | % | 13.7 | % | |||||||
Revenue
For the nine months ended September 30, 2026, the Finance segment revenue increased $4.3 million, or 1%, to $328.4 million, compared with $324.1 million for the nine months ended September 30, 2025. The increase in revenue was primarily the result of a 3% increase in loan transaction units (vehicle finance transactions) and an increase in loan values, partially offset by decreases in interest yields driven by a decrease in average prime rates.
Finance Interest Expense
For the nine months ended September 30, 2026, finance interest expense decreased $3.9 million, or 5%, to $78.7 million, compared with $82.6 million for the nine months ended September 30, 2025. The decrease in finance interest expense was attributable to an approximately 0.7% decrease in the average interest rate on the securitization obligations, partially offset by an increase in the average balance on the AFC securitization obligations.
Net Finance Margin (Annualized)
For the nine months ended September 30, 2026, the net Finance margin percent decreased 0.7% to 13.0%, compared with 13.7% for the nine months ended September 30, 2025. The decrease was attributable to a 0.6% decrease in fee and other revenue yield driven by the impact of predominantly fixed fees in relation to increasing loan values as well as other fee changes. The net interest yield was approximately 4.9% and 5.0% for the nine months ended September 30, 2026 and 2025, respectively.
Finance Provision for Credit Losses
For the nine months ended September 30, 2026, the finance provision for credit losses decreased $2.3 million, or 8%, to $24.9 million, compared with $27.2 million for the nine months ended September 30, 2025. The provision for credit losses decreased to 1.3% of the average receivables managed for the nine months ended September 30, 2026 from 1.5% for the nine months ended September 30, 2025. The provision for credit losses is expected to be approximately 2% or under, on a long-term basis, of the average receivables managed balance. However, the actual losses in any particular quarter or year could deviate from this range.
Cost of Services
For the nine months ended September 30, 2026, cost of services for the Finance segment increased $2.5 million, or 5%, to $55.5 million, compared with $53.0 million for the nine months ended September 30, 2025. The increase in cost of services was primarily the result of increases in compensation expense of $3.0 million and other miscellaneous expenses aggregating $0.4 million, partially offset by decreases in inventory audit expense of $0.9 million.
Selling, General and Administrative
Selling, general and administrative expenses for the Finance segment increased $2.8 million, or 7%, to $43.0 million for the nine months ended September 30, 2026, compared with $40.2 million for the nine months ended September 30, 2025 primarily as a result of increases in stock-based compensation of $3.2 million and other miscellaneous expenses aggregating $0.4 million, partially offset by decreases in postage expense of $0.8 million.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, our sources of liquidity consisted of cash on hand, working capital and amounts available under our Revolving Credit Facilities. Our principal ongoing sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facilities.
| September 30, | December 31, | September 30, | |||||||||||||||
| (Dollars in millions) | 2026 | 2025 | 2025 | ||||||||||||||
| Cash and cash equivalents | $ | 244.9 | $ | 141.5 | $ | 119.3 | |||||||||||
| Working capital | 494.5 | 407.7 | 428.5 | ||||||||||||||
|
Amounts available under the Revolving Credit Facilities
|
405.3 | 409.9 | 408.1 | ||||||||||||||
|
Cash provided by operating activities for the nine months ended
|
309.5 | 266.4 | |||||||||||||||
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.
Working Capital
A substantial amount of our working capital (current assets less current liabilities) associated with our Marketplace segment is generated from the payments received for services provided. The majority of our working capital needs in the Marketplace segment are short-term in nature, usually less than a week in duration. Most financial institutions place a temporary hold on the availability of the funds deposited that generally can range up to two business days, resulting in cash in our accounts and on our balance sheet that is unavailable for use until it is made available. There are outstanding checks (book overdrafts) to sellers and vendors included in current liabilities. Because a portion of these outstanding checks for operations in the U.S. are drawn upon bank accounts at financial institutions other than the financial institutions that hold the cash, we cannot offset all the cash and the outstanding checks on our balance sheet. Changes in working capital vary from quarter-to-quarter as a result of the timing of collections and disbursements of funds to consignors from marketplace sales held near period end.
Approximately $98.8 million of available cash was held by our foreign subsidiaries at September 30, 2026. If funds held by our foreign subsidiaries were to be repatriated, state and local income tax expense and withholding tax expense would need to be recognized, net of any applicable foreign tax credits.
AFC offers short-term inventory-secured financing, also known as floorplan financing, to independent vehicle dealers. Financing is primarily provided for terms of 30 to 90 days. AFC principally generates its funding through the sale of its receivables. The receivables sold pursuant to the securitization agreements are accounted for as secured borrowings. For further discussion of AFC's securitization arrangements, see "Securitization Facilities."
Credit Facilities
On June 23, 2023, we entered into the Credit Agreement, which provides for, among other things, the $325 million Revolving Credit Facility. On January 19, 2024, the Company and ADESA Auctions Canada Corporation, a subsidiary of the Company (the "Canadian Borrower") entered into the First Amendment Agreement (the "First Amendment") to the Credit Agreement. The First Amendment provides for, among other things, (i) a C$175 million revolving credit facility in Canadian dollars (the "Canadian Revolving Credit Facility" and, together with the Revolving Credit Facility, "the Revolving Credit Facilities") and (ii) a C$50 million sub-limit (the "Canadian Sub-limit") under the Company's Revolving Credit Facility for borrowings in Canadian dollars.
The Revolving Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Revolving Credit Facility also includes a $65 million sub-limit for the issuance of letters of credit and a $60 million sub-limit for swingline loans.
On October 8, 2025, we entered into a Second Amendment Agreement (the "Second Amendment") to the Credit Agreement that provides for, among other things, incremental term loans in an aggregate principal amount equal to $550.0 million (the "2025 Incremental Term Loans"). The proceeds of the 2025 Incremental Term Loans were used to finance the repurchase of shares of Series A Preferred Stock and to pay fees and expenses incurred in connection with the establishment of the loans. The 2025 Incremental Term Loans are due in October 2032. We capitalized approximately $6.1 million of debt issuance costs in connection with the Second Amendment. The 2025 Incremental Term Loans bear interest, at the Company's election based on the type of borrowing, at a rate equal to (i) the Adjusted Term SOFR Rate plus a margin of 2.50% (for Term Benchmark Loans or RFR Loans, each as defined in the Credit Agreement) or (ii) the Base Rate plus a margin of 1.50% (for Base Rate Loans, as defined in the Credit Agreement).
The 2025 Incremental Term Loans were issued at a discount of $2.7 million and the discount is being amortized using the effective interest method to interest expense over the term of the loans. The 2025 Incremental Term Loans are payable in quarterly installments equal to 0.25% of the original aggregate principal amount. Such payments commenced on March 31, 2026, with the balance payable at the maturity date.
Loans under the Revolving Credit Facility bear interest at a rate calculated based on the type of borrowing (at the Company's election, either Adjusted Term SOFR Rate or Base Rate (each as defined in the Credit Agreement)) and the Company's Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), with such rate ranging from 2.75% to 2.25% for Adjusted Term SOFR Rate loans and from 1.75% to 1.25% for Base Rate loans. The Company also pays a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Revolving Credit Facility based on the Company's Consolidated Senior Secured Net Leverage Ratio.
Loans under the Canadian Revolving Credit Facility bear interest at a rate calculated based on the type of borrowing (at the Canadian Borrower's election, either Adjusted Term CORRA Rate or Canadian Prime Rate (each as defined in the Credit Agreement)) and the Company's Consolidated Senior Secured Net Leverage Ratio, with such rate ranging from 3.00% to 2.50% for Adjusted Term CORRA Rate loans and from 2.00% to 1.50% for Canadian Prime Rate loans. Loans under the Canadian Sub-limit will bear interest at the Adjusted Term CORRA Rate plus a margin ranging from 2.75% to 2.25% based on the Company's Consolidated Senior Secured Net Leverage Ratio (the same margin as loans under the existing Revolving Credit Facility). The Canadian Borrower will also pay a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Canadian Revolving Credit Facility based on the Company's Consolidated Senior Secured Net Leverage Ratio.
Debt discounts and issuance costs are presented as a direct reduction from the amount of the related debt liability to arrive at the carrying amount. Unamortized debt discounts and issuance costs totaled $11.7 million and $14.4 million at September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026 and December 31, 2025, there were no borrowings on the Revolving Credit Facilities. We had related outstanding letters of credit in the aggregate amount of $42.6 million at September 30, 2026 and December 31, 2025, which reduce the amount available for borrowings under the Revolving Credit Facilities. Our European operations have lines of credit aggregating $45.3 million (€40 million) of which $0.0 million was drawn at September 30, 2026.
The obligations of the Company under the 2025 Incremental Term Loans and the Revolving Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) first priority security interests in substantially all other assets of the Company and each Subsidiary Guarantor, subject to certain exceptions.
The obligations of the Canadian Borrower under the Canadian Revolving Credit Facility are guaranteed by certain of the Company's domestic and Canadian subsidiaries (the "Canadian Revolving Credit Facility Subsidiary Guarantors") and are secured by substantially all of the assets of the Company, the Canadian Borrower and the Canadian Revolving Credit Facility Subsidiary Guarantors, subject to certain exceptions; provided, however, the Canadian Borrower and the other Canadian subsidiaries of the Company constituting the Canadian Revolving Credit Facility Subsidiary Guarantors shall guarantee and/or provide security for only the Canadian Secured Obligations (as defined in the Credit Agreement).
Certain covenants contained within the Credit Agreement are critical to an investor's understanding of our financial liquidity, as the failure to maintain compliance with these covenants could result in a default and allow the lenders under the Credit Agreement to declare all amounts borrowed immediately due and payable. The Credit Agreement contains a financial covenant requiring compliance with a maximum Consolidated Senior Secured Net Leverage Ratio not to exceed 3.5 as of the last day of each fiscal quarter on which any loans under the Revolving Credit Facilities are outstanding. The Consolidated Senior Secured Net Leverage Ratio is calculated as Consolidated Total Debt (as defined in the Credit Agreement) divided by Consolidated EBITDA (as defined in the Credit Agreement) for the last four quarters. Consolidated Total Debt includes, among other things, term loan borrowings, revolving loans, finance lease liabilities and other obligations for borrowed money less Unrestricted Cash (as defined in the Credit Agreement). Consolidated EBITDA is EBITDA (earnings before interest expense, income taxes, depreciation and amortization) adjusted to exclude, among other things, (a) gains and losses from asset sales; (b) unrealized foreign currency translation gains and losses in respect of indebtedness; (c) certain non-recurring gains and losses; (d) stock-based compensation expense; (e) certain other non-cash amounts included in the determination of net income; (f) charges and revenue reductions resulting from purchase accounting; (g) minority interest; (h) consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; (i) expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts; (j) expenses incurred in connection with permitted acquisitions; (k) any impairment charges or write-offs of intangibles; and (l) any extraordinary, unusual or non-recurring charges, expenses or losses. Our Consolidated Senior Secured Net Leverage Ratio was 0.9 at September 30, 2026.
In addition, the Credit Agreement (see Note 6, "Long-Term Debt" for additional information) contains certain limitations on our ability to pay dividends and other distributions, make certain acquisitions or investments, grant liens and sell assets, and contains certain limitations on our ability to incur indebtedness. The applicable covenants in the Credit Agreement affect our operating flexibility by, among other things, restricting our ability to incur expenses and indebtedness that could be used to grow the business, as well as to fund general corporate purposes. We were in compliance with the covenants in the Credit Agreement at September 30, 2026.
Liquidity
At September 30, 2026, there were no borrowings on the Revolving Credit Facilities. When drawn upon, the Revolving Credit Facilities are classified as current debt based on the Company's past practice of using the Revolving Credit Facilities for short term borrowings. However, the terms of the Revolving Credit Facilities do not require repayment until maturity at June 23, 2028. At September 30, 2026, cash totaled $244.9 million and there was an additional $405.3 million available for borrowing under the Revolving Credit Facilities (net of $42.6 million in outstanding letters of credit). Funds held by our foreign subsidiaries could be repatriated, at which point state and local income tax expense and withholding tax expense would need to be recognized, net of any applicable foreign tax credits.
We believe our sources of liquidity from our cash and cash equivalents on hand, working capital, availability under our Revolving Credit Facilities and ongoing sources of liquidity from cash generated by operations and borrowings under our Revolving Credit Facilities are sufficient to meet our operating needs for the foreseeable future. In addition, we believe the previously mentioned sources of liquidity will be sufficient to fund our capital requirements and debt service payments for the foreseeable future. Changes in macroeconomic conditions could materially affect the Company's liquidity.
Securitization Facilities
AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to AFC Funding Corporation. A securitization agreement allows for the revolving sale by AFC Funding Corporation to a group of bank purchasers of undivided interests in certain finance receivables subject to committed liquidity. The agreement expires on January 31, 2030. AFC Funding Corporation had committed liquidity of $2.0 billion for U.S. finance receivables at September 30, 2026.
In September 2026, AFC and AFC Funding Corporation entered into a Second Amendment (the "2026 Second Amendment") to the Tenth Amended and Restated Receivables Purchase Agreement. The 2026 Second Amendment provides for, among other things, an extension of the facility's maturity date from January 31, 2028 to January 31, 2030. We capitalized approximately $10.7 million of costs in connection with the 2026 Second Amendment. In addition, we recorded a $0.7 million pretax charge resulting from the write-off of a portion of the unamortized securitization issuance costs, which was recorded as "Loss on extinguishment of debt" in the consolidated statements of income.
We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables, which expires on January 31, 2030. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$500 million at September 30, 2026. In September 2026, AFCI entered into Amendment No. 4 (the "Amendment No. 4") to the Receivables Purchase Agreement. The Amendment No. 4 provides for, among other things, an extension of the facility's maturity date from January 31, 2028 to January 31, 2030. We capitalized approximately $1.8 million of costs in connection with the Amendment No. 4. The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings. The U.S. and Canadian securitization amendments in September 2026 yielded approximately $58 million of incremental borrowing.
AFC managed total finance receivables of $2,763.5 million and $2,423.5 million at September 30, 2026 and December 31, 2025, respectively. AFC's allowance for losses was $30.0 million and $27.5 million at September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026 and December 31, 2025, finance receivables (inclusive of accrued interest and fees) totaling $2,786.7 million and $2,448.2 million, respectively, served as security for the obligations collateralized by finance receivables. In addition, a cash reserve of 1 or 3 percent of the obligations collateralized by finance receivables was also maintained as security. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreements. The amount above for December 31, 2025, reflects the correction of an error from the $2,803.5 million previously disclosed in the 2025 Form 10-K. At September 30, 2026 and December 31, 2025, there were gross obligations collateralized by finance receivables of $2,084.4 million and $1,771.7 million, respectively, and unamortized securitization issuance costs of approximately $20.3 million and $13.4 million, respectively. After the occurrence of a termination event, as defined in the U.S. securitization agreement, the banks may, and could, cause the stock of AFC Funding Corporation to be transferred to the bank facility, though as a practical matter the bank facility would look to the liquidation of the receivables under the transaction documents as their primary remedy.
Proceeds from the revolving sale of receivables to the bank facilities are used to fund new loans to customers. AFC, AFC Funding Corporation and AFCI must maintain certain financial covenants including, among others, limits on the amount of debt AFC and AFCI can incur, minimum levels of tangible net worth, and other covenants tied to the performance of the finance receivables portfolio. The securitization agreements also incorporate the financial covenants of our Credit Agreement. At September 30, 2026, we were in compliance with the covenants in the securitization agreements.
EBITDA and Adjusted EBITDA
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, or GAAP. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented 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 above in the discussion of certain restrictive loan covenants under "Credit Facilities." 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 non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods presented:
| Three Months Ended September 30, 2026 | |||||||||||||||||
| (Dollars in millions) | Marketplace | Finance | Consolidated | ||||||||||||||
| Net income | $ | 14.1 | $ | 30.6 | $ | 44.7 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 5.2 | 10.2 | 15.4 | ||||||||||||||
| Finance interest expense | - | 28.2 | 28.2 | ||||||||||||||
| Interest expense, net of interest income | 9.0 | - | 9.0 | ||||||||||||||
| Depreciation and amortization | 18.6 | 2.9 | 21.5 | ||||||||||||||
| EBITDA | 46.9 | 71.9 | 118.8 | ||||||||||||||
| Non-cash stock-based compensation | 5.6 | 1.6 | 7.2 | ||||||||||||||
| Loss on extinguishment of debt | - | 0.7 | 0.7 | ||||||||||||||
| Securitization interest | - | (25.9) | (25.9) | ||||||||||||||
| Severance | 1.2 | 0.1 | 1.3 | ||||||||||||||
| Foreign currency losses | 0.5 | - | 0.5 | ||||||||||||||
| ERP implementation costs | 0.5 | 0.1 | 0.6 | ||||||||||||||
| Transaction-related costs | 1.4 | 0.3 | 1.7 | ||||||||||||||
|
Other
|
1.7 | 0.2 | 1.9 | ||||||||||||||
| Total addbacks (deductions) | 10.9 | (22.9) | (12.0) | ||||||||||||||
| Adjusted EBITDA | $ | 57.8 | $ | 49.0 | $ | 106.8 | |||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| (Dollars in millions) | Marketplace | Finance | Consolidated | ||||||||||||||
| Net income | $ | 18.5 | $ | 29.4 | $ | 47.9 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 0.8 | 7.4 | 8.2 | ||||||||||||||
| Finance interest expense | - | 28.1 | 28.1 | ||||||||||||||
| Interest expense, net of interest income | 0.6 | - | 0.6 | ||||||||||||||
| Depreciation and amortization | 19.7 | 3.0 | 22.7 | ||||||||||||||
| EBITDA | 39.6 | 67.9 | 107.5 | ||||||||||||||
| Non-cash stock-based compensation | 3.4 | 1.0 | 4.4 | ||||||||||||||
| Securitization interest | - | (25.6) | (25.6) | ||||||||||||||
| Severance | 2.3 | 0.1 | 2.4 | ||||||||||||||
| Foreign currency (gains) losses | (1.7) | 0.1 | (1.6) | ||||||||||||||
| Total addbacks (deductions) | 4.0 | (24.4) | (20.4) | ||||||||||||||
| Adjusted EBITDA | $ | 43.6 | $ | 43.5 | $ | 87.1 | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| (Dollars in millions) | Marketplace | Finance | Consolidated | ||||||||||||||
| Net income | $ | 50.4 | $ | 87.5 | $ | 137.9 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 19.8 | 28.8 | 48.6 | ||||||||||||||
| Finance interest expense | - | 78.7 | 78.7 | ||||||||||||||
| Interest expense, net of interest income | 27.7 | - | 27.7 | ||||||||||||||
| Depreciation and amortization | 57.4 | 9.3 | 66.7 | ||||||||||||||
| EBITDA | 155.3 | 204.3 | 359.6 | ||||||||||||||
| Non-cash stock-based compensation | 20.1 | 5.7 | 25.8 | ||||||||||||||
| Loss on extinguishment of debt | - | 0.7 | 0.7 | ||||||||||||||
| Securitization interest | - | (71.0) | (71.0) | ||||||||||||||
| Severance | 3.9 | 0.2 | 4.1 | ||||||||||||||
| Foreign currency gains | (0.6) | (0.1) | (0.7) | ||||||||||||||
| ERP implementation costs | 1.3 | 0.3 | 1.6 | ||||||||||||||
| Impact of Canadian DST related to prior years | (15.9) | - | (15.9) | ||||||||||||||
| Realized gain on investment securities | (1.3) | - | (1.3) | ||||||||||||||
| Transaction-related costs | 1.4 | 0.3 | 1.7 | ||||||||||||||
|
Other
|
1.9 | 0.2 | 2.1 | ||||||||||||||
| Total addbacks (deductions) | 10.8 | (63.7) | (52.9) | ||||||||||||||
| Adjusted EBITDA | $ | 166.1 | $ | 140.6 | $ | 306.7 | |||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| (Dollars in millions) | Marketplace | Finance | Consolidated | ||||||||||||||
| Net income | $ | 34.4 | $ | 83.8 | $ | 118.2 | |||||||||||
| Add back: | |||||||||||||||||
| Income taxes | 14.1 | 28.2 | 42.3 | ||||||||||||||
| Finance interest expense | - | 82.6 | 82.6 | ||||||||||||||
| Interest expense, net of interest income | 5.3 | - | 5.3 | ||||||||||||||
| Depreciation and amortization | 59.3 | 9.1 | 68.4 | ||||||||||||||
| EBITDA | 113.1 | 203.7 | 316.8 | ||||||||||||||
| Non-cash stock-based compensation | 8.3 | 2.5 | 10.8 | ||||||||||||||
| Securitization interest | - | (75.1) | (75.1) | ||||||||||||||
| Loss on sale of property | 7.0 | - | 7.0 | ||||||||||||||
| Severance | 6.6 | 0.2 | 6.8 | ||||||||||||||
| Foreign currency gains | (10.5) | - | (10.5) | ||||||||||||||
| Other | 0.7 | 0.1 | 0.8 | ||||||||||||||
| Total addbacks (deductions) | 12.1 | (72.3) | (60.2) | ||||||||||||||
| Adjusted EBITDA | $ | 125.2 | $ | 131.4 | $ | 256.6 | |||||||||||
Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:
| Three Months Ended |
Twelve Months Ended |
||||||||||||||||||||||||||||
| (Dollars in millions) |
December 31, 2025 |
March 31, 2026 |
June 30, 2026 |
September 30, 2026 |
September 30, 2026 |
||||||||||||||||||||||||
| Net income | $ | 59.5 | $ | 48.9 | $ | 44.3 | $ | 44.7 | $ | 197.4 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Income taxes | (27.8) | 16.4 | 16.8 | 15.4 | 20.8 | ||||||||||||||||||||||||
| Finance interest expense | 27.3 | 24.8 | 25.7 | 28.2 | 106.0 | ||||||||||||||||||||||||
| Interest expense, net of interest income | 9.6 | 9.7 | 9.0 | 9.0 | 37.3 | ||||||||||||||||||||||||
| Depreciation and amortization | 23.3 | 22.9 | 22.3 | 21.5 | 90.0 | ||||||||||||||||||||||||
| EBITDA | 91.9 | 122.7 | 118.1 | 118.8 | 451.5 | ||||||||||||||||||||||||
| Non-cash stock-based compensation | 5.0 | 9.7 | 8.9 | 7.2 | 30.8 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | 0.7 | 0.7 | ||||||||||||||||||||||||
| Securitization interest | (24.9) | (22.0) | (23.1) | (25.9) | (95.9) | ||||||||||||||||||||||||
| Severance | 2.1 | 1.7 | 1.1 | 1.3 | 6.2 | ||||||||||||||||||||||||
| Foreign currency losses (gains) | 1.2 | - | (1.2) | 0.5 | 0.5 | ||||||||||||||||||||||||
| ERP implementation costs | 0.6 | 0.4 | 0.6 | 0.6 | 2.2 | ||||||||||||||||||||||||
|
Impact of Canadian DST related to prior years
|
- | (15.9) | - | - | (15.9) | ||||||||||||||||||||||||
| Realized gain on investment securities | - | - | (1.3) | - | (1.3) | ||||||||||||||||||||||||
| Transaction-related costs | - | - | - | 1.7 | 1.7 | ||||||||||||||||||||||||
| Other | 0.1 | 0.1 | 0.1 | 1.9 | 2.2 | ||||||||||||||||||||||||
| Total addbacks (deductions) | (15.9) | (26.0) | (14.9) | (12.0) | (68.8) | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 76.0 | $ | 96.7 | $ | 103.2 | $ | 106.8 | $ | 382.7 | |||||||||||||||||||
Summary of Cash Flows
|
Nine Months Ended September 30, |
|||||||||||
| (Dollars in millions) | 2026 | 2025 | |||||||||
| Net cash provided by (used by): | |||||||||||
| Operating activities | $ | 309.5 | $ | 266.4 | |||||||
| Investing activities | (407.9) | (195.5) | |||||||||
| Financing activities | 207.3 | (119.9) | |||||||||
| Effect of exchange rate on cash | (14.7) | 11.7 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 94.2 | $ | (37.3) | |||||||
Cash flow from operating activities Net cash provided by operating activities was $309.5 million for the nine months ended September 30, 2026, compared with $266.4 million for the nine months ended September 30, 2025. Cash provided by operating activities for the nine months ended September 30, 2026 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 operating activities for the nine months ended September 30, 2025 consisted primarily of cash earnings and an increase in accounts payable and accrued expenses, partially offset by an increase in trade receivables and other assets. The increase in operating cash flow was primarily attributable to increased profitability and changes in operating assets and liabilities as a result of the timing of collections and disbursement of funds to consignors for marketplace sales held near period-ends.
Changes in AFC's accounts payable balance are presented in cash flows from operating activities, while changes in AFC's finance receivables are presented in cash flows from investing activities and changes in AFC's obligations collateralized by finance receivables are presented in cash flows from financing activities. Variations in these balances can lead to significant fluctuations across operating, investing and financing cash flows. Growth and contraction in AFC's finance receivables portfolio can result in significant swings in cash flows in a given period as approximately 70% to 75% of AFC's finance receivables portfolio is funded through its securitization facilities with the remainder funded through other sources of liquidity including cash on hand and working capital.
Cash flow from investing activities Net cash used by investing activities was $407.9 million for the nine months ended September 30, 2026, compared with $195.5 million for the nine months ended September 30, 2025. The cash used by investing activities for the nine months ended September 30, 2026 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software. The cash used by investing activities for the nine months ended September 30, 2025 was primarily from an increase in finance receivables held for investment and purchases of property, equipment and computer software, partially offset by proceeds from the sale of property.
Cash flow from financing activities Net cash provided by financing activities was $207.3 million for the nine months ended September 30, 2026, compared with net cash used by financing activities of $119.9 million for the nine months ended September 30, 2025. The cash provided by financing activities for the nine months ended September 30, 2026 was primarily due to a net increase in obligations collateralized by finance receivables, partially offset by repurchases and retirement of common stock. The U.S. and Canadian securitization amendments in September 2026 yielded approximately $58 million of incremental borrowing. The cash used by financing activities for the nine months ended September 30, 2025 was primarily due to payments on long-term debt, repurchases and retirement of common stock and dividends paid on the Series A Preferred Stock, partially offset by a net increase in obligations collateralized by finance receivables and a net increase in book overdrafts.
Capital Expenditures
Capital expenditures for the nine months ended September 30, 2026 and 2025 approximated $40.7 million in each period. Capital expenditures were funded from internally generated funds. We continue to invest in our core information technology capabilities and our service locations. Capital expenditures are expected to be approximately $55 million to $60 million for fiscal year 2026. Future capital expenditures could vary substantially based on capital project timing, capital expenditures related to acquired businesses and the initiation of new information systems projects to support our business strategies.
Dividends
In the second quarter of 2026, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Series A Preferred Stock, and the shares that were designated as Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series. The Series A Preferred Stock ranked senior to the shares of the Company's common stock, par value $0.01 per share, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The holders of the Series A Preferred Stock were entitled to a cumulative dividend at the rate of 7% per annum, payable quarterly in arrears. Dividends were payable in cash or in kind, or in any combination of both, at the option of the Company. For the nine months ended September 30, 2026 and 2025, the holders of the Series A Preferred Stock received cash dividends aggregating $5.3 million and $33.3 million, respectively. In the second quarter 2026, the holders of the Series A Preferred Stock elected to convert the remaining shares of Series A Preferred Stock into shares of common stock (a non-cash transaction). The total shares of common stock converted included approximately $3.3 million in accrued dividends through the dates of conversion. The holders of the Series A Preferred Stock were also entitled to participate in dividends declared or paid on our common stock on an as-converted basis. There were no shares of Series A Preferred Stock outstanding at September 30, 2026.
Contractual Obligations
The Company's contractual cash obligations for long-term debt, interest payments related to long-term debt and operating leases are summarized in the table of contractual obligations in our Annual Report on Form 10-K for the year ended December 31, 2025. Since December 31, 2025, the contractual obligations of the Company have changed as follows:
•Operating lease obligations change in the ordinary course of business. We lease most of our facilities, as well as other property and equipment under operating leases. Future operating lease obligations will continue to change if renewal options are exercised and/or if we enter into additional operating lease agreements.
Our contractual cash obligations as of December 31, 2025, are discussed in the "Contractual Obligations" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the "SEC").
Critical Accounting Estimates
Our critical accounting estimates are discussed in the "Critical Accounting Estimates" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. A summary of significant accounting policies is discussed in Note 2 and elsewhere in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which includes audited financial statements.
New Accounting Standards
For a description of new accounting standards that could affect the Company, reference the "New Accounting Standards" section of Note 1 of the Unaudited Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
As of September 30, 2026, we had no off-balance sheet arrangements pursuant to Item 303 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that we believe are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows.
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