OPENLANE, Inc.OPLN
OPENLANE, Inc. Goodwill & Intangibles Disclosure
Goodwill and Other Intangible Assets
Goodwill consisted of the following (in millions):
| Marketplace | Finance | Total | |||||||||||||||
Balance at December 31, 2023 (1)(2) | $ | 1,030.3 | $ | 240.9 | $ | 1,271.2 | |||||||||||
Decrease for disposition activity | (31.4) | — | (31.4) | ||||||||||||||
| Foreign currency | (16.9) | — | (16.9) | ||||||||||||||
Balance at December 31, 2024 (1)(2) | $ | 982.0 | $ | 240.9 | $ | 1,222.9 | |||||||||||
| Foreign currency | 20.6 | — | 20.6 | ||||||||||||||
Balance at December 31, 2025 (1)(2) | $ | 1,002.6 | $ | 240.9 | $ | 1,243.5 | |||||||||||
(1) Marketplace amounts are net of accumulated goodwill impairment charges of $250.8 million at December 31, 2025, 2024 and 2023.
(2) Finance amounts are net of accumulated goodwill impairment charges of $161.5 million at December 31, 2025, 2024 and 2023.
Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. Goodwill increased in 2025 as a result of foreign currency changes and decreased in 2024 as a result of the sale of the automotive key business, as well as foreign currency changes.
The Company tests goodwill and indefinite-lived tradenames for impairment at the reporting unit level annually during the second quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. When performing the impairment assessment, the fair value of the Company's reporting units are estimated using the expected present value of future cash flows (Level 3 inputs). No impairment was identified in 2025 and 2024.
In the second quarter of 2023 the Company updated its forecasts for all of its reporting units, including an updated estimate for near-term and long-term revenue growth rates reflecting a slower overall recovery in vehicle volumes. Discount rates and other cash flow assumptions used in the valuations were also adjusted. As a result of this impairment assessment, it was determined that the fair value was lower than the carrying value for our U.S. Dealer-to-Dealer and Europe reporting units (both within the Marketplace segment). Accordingly, the Company recorded non-cash goodwill impairment charges totaling $218.9 million related to our U.S. Dealer-to-Dealer reporting unit and $6.4 million related to our Europe reporting unit. The goodwill impairment charge related to our U.S. Dealer-to-Dealer reporting unit related to tax deductible goodwill, and as such the impairment resulted in a deferred tax benefit of $52.5 million. The goodwill impairment related to our U.S. Dealer-to-Dealer reporting unit was primarily driven by lower near-term and long-term revenue growth associated with a slower overall recovery in vehicle volumes. The goodwill impairment related to our Europe reporting unit was driven by combining two previously separate reporting units (U.K. and Europe) into a single reporting unit. Including U.K. in the reporting unit resulted in a reduction in the overall fair value of the combined reporting unit, resulting in an impairment charge. Goodwill impairment was not identified in any other reporting unit in the second quarter of 2023. The impairment charges were reported as a component of "" in the consolidated statements of income (loss).
A summary of customer relationships is as follows (in millions):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Carrying Value | Gross Carrying Amount | Accumulated Amortization | Carrying Value | |||||||||||||||||||||||||||||||||||
| Customer relationships | 5 - 19 | $ | 561.9 | $ | (459.2) | $ | 102.7 | $ | 555.1 | $ | (437.4) | $ | 117.7 | ||||||||||||||||||||||||||||
The decrease in customer relationships in 2025 and 2024 was primarily related to the amortization of existing customer relationships.
A summary of other intangibles is as follows (in millions):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Carrying Value | Gross Carrying Amount | Accumulated Amortization | Carrying Value | |||||||||||||||||||||||||||||||||||
| Tradenames | 1 - Indefinite | $ | 122.7 | $ | (60.0) | $ | 62.7 | $ | 122.4 | $ | (43.4) | $ | 79.0 | ||||||||||||||||||||||||||||
| Computer software & technology | 3 - 13 | 575.1 | (495.0) | 80.1 | 525.8 | (444.0) | 81.8 | ||||||||||||||||||||||||||||||||||
| Total | $ | 697.8 | $ | (555.0) | $ | 142.8 | $ | 648.2 | $ | (487.4) | $ | 160.8 | |||||||||||||||||||||||||||||
Other intangibles decreased in 2025 and 2024, primarily as a result of the amortization of existing intangibles, partially offset by computer software additions. The carrying amount of tradenames with an indefinite life was approximately $8.7 million at December 31, 2025 and 2024.
The second quarter 2023 announcement of the rebrand to an OPENLANE branded marketplace from the ADESA branded marketplaces served as a triggering event requiring a re-evaluation of the useful life and impairment of the ADESA tradename. As such, the Company evaluated the $122.8 million carrying amount of its indefinite-lived ADESA tradename, resulting in a non-cash impairment charge totaling $25.5 million in the second quarter of 2023 and associated deferred tax benefit of $6.5 million (within the Marketplace segment). The impairment charge was reported as a component of "" in the consolidated statements of income (loss). The ADESA tradename is expected to continue to generate cash flows pursuant to the purchase and commercial agreements with Carvana and its affiliates for a defined period. The fair value of the ADESA tradename was estimated using the royalty savings method (Level 3 inputs). Furthermore, as a result of the rebrand to OPENLANE, the ADESA tradename is no longer deemed to have an indefinite life and its remaining carrying amount of $97.3 million is being amortized over a remaining useful life of approximately 6 years.
Amortization expense for customer relationships and other intangibles was $79.2 million, $81.5 million and $87.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Estimated amortization expense on existing intangible assets for the next five years is $66.0 million for 2026, $51.9 million for 2027, $38.0 million for 2028, $19.7 million for 2029 and $14.2 million for 2030.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Mar 9, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 18, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.