Washington, D.C. 20549

Date of Report (Date of earliest event reported): May 9, 2023
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1501 S. MoPac Expressway
Suite 450
Austin, Texas 78746
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Registrant’s telephone number, including area code: 512-892-0400
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Securities registered pursuant to Section 12(b) of the Act:
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Common stock, par value $0.01 per shareLPROThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.02 Results of Operations and Financial Condition.
On May 9, 2023, Open Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2023. A copy of the press release and additional supplemental financial information are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/ Charles D. Jehl
Name: Charles D. Jehl
Title: Chief Financial Officer
Date: May 9, 2023


Exhibit 99.1
Open Lending Reports First Quarter 2023 Financial Results

AUSTIN, Texas, May 9, 2023 – Open Lending Corporation (Nasdaq: LPRO) (the “Company” or “Open Lending”), an industry trailblazer in lending enablement and risk analytics solutions for financial institutions, today reported financial results for its first quarter of 2023.

“First quarter results were ahead of our expectations and included the certification of 32,408 loans and total revenue of $38.4 million. We also reported net income of $12.5 million and Adjusted EBITDA of $21.2 million, ” said Keith Jezek, CEO of Open Lending. “In this challenging economic environment, we remain laser focused on further refining and optimizing our sales channels, enhancing our technology offering and attracting and retaining top talent. We feel that the challenges our industry faces will eventually subside and that we are well positioned to capture the pent-up demand when conditions improve.”

Three Months Ended March 31, 2023 Highlights
The Company facilitated 32,408 certified loans during the first quarter of 2023, compared to 43,944 certified loans in the first quarter of 2022
Total revenue was $38.4 million during the first quarter of 2023, compared to $50.1 million in the first quarter of 2022
Gross profit was $32.9 million during the first quarter of 2023, compared to $45.3 million in the first quarter of 2022
Net income was $12.5 million during the first quarter of 2023, compared to $23.2 million in the first quarter of 2022
Adjusted EBITDA was $21.2 million during the first quarter of 2023, compared to $33.8 million in the first quarter of 2022

Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure is provided in the financial table included at the end of this press release. An explanation of this measure and how it is calculated is also included under the heading “Non-GAAP Financial Measures.”

Second Quarter 2023 Outlook
Based on trends into second quarter 2023, the Company is issuing guidance ranges as follows:

Total Certified Loans29,000 - 33,000
Total Revenue$33 - $37 million
Adjusted EBITDA$16 - $20 million

The guidance provided above includes forward-looking statements within the meaning of U.S. securities laws. While the financial guidance takes into account the continuing impact of the global COVID-19 pandemic, the impact of the pandemic has been unprecedented and the future effect of the pandemic on the global economy and our financial results remains uncertain, and our actual results may differ materially. See “Forward-Looking Statements” below.

Conference Call
Open Lending will host a conference call to discuss the first quarter 2023 financial results today at 5:00 pm ET. The conference call will be webcast live from the Company's investor relations website at https://investors.openlending.com/ under the “Events” section. The conference call can also be accessed live over the phone by dialing (844) 512-2921, or for international callers (412) 317-6671; the conference ID is 22026749. An archive of the webcast will be available at the same location on the website shortly after the call has concluded.

About Open Lending
Open Lending (Nasdaq: LPRO) provides loan analytics, risk-based pricing, risk modeling and default insurance to auto lenders throughout the United States. For over 20 years, we have been empowering financial institutions to create profitable auto loan portfolios with less risk and more reward. For more information, please visit www.openlending.com.

Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements related to market trends, the impact of the global COVID-19 pandemic on factors impacting the Company’s business, the Company’s new lender pipeline, consumer behavior and demand for automotive loans, as well as future financial performance under the heading “Second Quarter 2023 Outlook” above. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the Company’s control. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, market, political and business conditions; the continuing effects of the COVID-19 pandemic on consumer behavior; applicable taxes, inflation, supply chain disruptions including global hostilities and responses thereto, interest rates and the regulatory environment; the outcome of judicial proceedings to which Open Lending is, or may become a party; failure to realize the anticipated benefits of the business combination with Nebula Acquisition Corporation; other risks discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause their assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Non-GAAP Financial Measures
The non-GAAP financial measures included in this press release are financial information that has not been prepared in accordance with GAAP. The Company uses Adjusted EBITDA, Adjusted EBITDA margin and Adjusted operating cash flows internally in analyzing our financial results and believes these measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. The Company believes that the use of non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

The Company believes these measures provide useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors. In addition, these measures provide useful measures for period-to-period comparisons of our business, as they remove the effect of certain non-cash items and certain non-recurring variable charges. Adjusted EBITDA is defined as GAAP net income excluding interest expense, income taxes, depreciation and amortization expense of property and equipment, and share-based compensation expense. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of total revenue. Adjusted operating cash flows is defined as Adjusted EBITDA, minus CAPEX, +/- change in contract assets.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measure provided in the financial statement tables included below in this press release.

ICR for Open Lending

Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except share data)
 March 31, 2023December 31, 2022
Current assets
Cash and cash equivalents$210,589 $204,450 
Restricted cash4,713 4,069 
Accounts receivable, net6,620 5,721 
Current contract assets, net41,711 54,429 
Income tax receivable6,530 9,714 
Other current assets1,832 2,361 
Total current assets271,995 280,744 
Property and equipment, net2,664 2,573 
Operating lease right-of-use asset, net4,459 4,610 
Contract assets, net24,231 21,001 
Deferred tax asset, net63,907 65,128 
Other assets5,642 5,575 
Total assets$372,898 $379,631 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable741 288 
Accrued expenses6,369 6,388 
Current portion of debt3,750 3,750 
Third-party claims administration liability4,713 4,055 
Other current liabilities1,173 626 
Total current liabilities16,746 15,107 
Long-term debt, net of deferred financing costs142,829 143,683 
Operating lease liabilities3,930 4,082 
Other liabilities3,844 3,935 
Total liabilities$167,349 $166,807 
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized and none issued and outstanding— — 
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 120,591,873 shares outstanding as of March 31, 2023 and 128,198,185 shares issued and 123,646,059 shares outstanding as of December 31, 2022
1,282 1,282 
Additional paid-in capital500,530 499,625 
Accumulated deficit(203,281)(215,819)
Treasury stock at cost, 7,606,312 shares at March 31, 2023 and 4,552,126 at December 31, 2022
Total stockholders’ equity205,549 212,824 
Total liabilities and stockholders’ equity$372,898 $379,631 

Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except share data)

 Three Months Ended March 31,
Profit share$18,602 $28,310 
Program fees17,301 19,726 
Claims administration and other service fees2,458 2,032 
Total revenue38,361 50,068 
Cost of services5,431 4,788 
Gross profit32,930 45,280 
Operating expenses
General and administrative10,195 7,482 
Selling and marketing4,409 3,733 
Research and development1,230 1,823 
 Total operating expenses15,834 13,038 
Operating income17,096 32,242 
Interest expense(2,387)(803)
Interest income2,064 25 
Income before income taxes16,773 31,464 
Income tax expense4,235 8,310 
Net income$12,538 $23,154 
Net income per common share
Basic$0.10 $0.18 
Diluted$0.10 $0.18 
Weighted average common shares outstanding
Basic123,122,014 126,215,698 
Diluted123,424,322 126,216,197 

Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)

Three Months Ended March 31,
Cash flows from operating activities
Net income$12,538 $23,154 
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation1,844 1,281 
Depreciation and amortization of property and equipment244 221 
Amortization of debt issuance costs101 83 
Non-cash operating lease cost151 141 
Deferred income taxes1,221 554 
Changes in assets & liabilities:
Accounts receivable, net(899)(1,535)
Contract assets, net9,488 5,504 
Other current and non-current assets515 3,066 
Accounts payable454 (1,090)
Accrued expenses(19)1,526 
Income tax receivable, net2,817 (745)
Operating lease liabilities(135)(119)
Third-party claims administration liability658 (21)
Other current and non-current liabilities530 (88)
Net cash provided by operating activities29,508 31,932 
Cash flows from investing activities
Purchase of property and equipment(36)(56)
Capitalized software development costs(299)(130)
Net cash used in investing activities(335)(186)
Cash flows from financing activities
Payments on term loans(938)(781)
Shares repurchased(21,323)— 
Shares withheld for taxes related to restricted stock units(129)(39)
Net cash (used in) provided by financing activities(22,390)(820)
Net change in cash and cash equivalents and restricted cash6,783 30,926 
Cash and cash equivalents and restricted cash at the beginning of the period208,519 119,509 
Cash and cash equivalents and restricted cash at the end of the period$215,302 $150,435 
Supplemental disclosure of cash flow information:
Interest paid$2,537 $721 
Income tax paid (refunded), net197 8,501 
Non-cash investing and financing:
Share-based compensation for capitalized software development$11 $— 
Capitalized software development costs accrued but not paid20 — 

Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited, in thousands)

 Three Months Ended March 31,
Net income$12,538$23,154
Non-GAAP adjustments:
Interest expense2,387803
Income tax expense4,2358,310
Depreciation and amortization of property and equipment244221
Share-based compensation1,8441,281
Total adjustments8,71010,615
Adjusted EBITDA$21,248$33,769
Total revenue$38,361$50,068
Adjusted EBITDA margin55 %67 %
Adjusted operating cash flows(1)
Adjusted EBITDA$21,248$33,769
Decrease (increase) in contract assets, net9,4885,504
Adjusted operating cash flows$30,401$39,087
(1) Adjusted operating cash flows is defined as Adjusted EBITDA, minus CAPEX, +/- change in contract assets.

Earnings Supplement Q1 2023

2 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Q1 2023 Financial Highlights Q1 2023 (1) See reconciliation of GAAP to non-GAAP financial measures on page 6 (2) Defined as Adj. EBITDA, minus CAPEX, +/- change in contract assets Q1 2022 Revenue $38.4 million $50.1 million Adj. EBITDA1 $21.2 million $33.8 million Adj. Operating Cash Flows2 $30.4 million $39.1 million Total Certs 32,408 43,944

3 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Contract Asset and Profit Share Revenue Estimates Changes in Contract Asset and Profit Share Revenue Estimates attributable to Realized Portfolio Performance versus Prospective Changes in Assumptions Prospective Changes in Assumptions Realized Portfolio Performance ($ in millions) $7.5 $6.5 $2.6 $2.6 $1.7 $0.7 $5.1 $11.8 $(12.8) $4.0 $7.8 $10.5 $9.4 $3.0 $6.3 $2.6 $(1.1) $3.8 $1.1 $4.0 $(3.0) $(3.0) $(0.3) $(3.6) $(0.9) $(11.7) $(3.1) Q1-21 Q2-21 Q3-21 Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 -$15.0 -$10.0 -$5.0 $0.0 $5.0 $10.0 $15.0

4 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Q1 2023 Key Performance Indicators Three Months Ended March 31, 2023 2022 Certs Credit Unions & Bank Certified Loans (Certs) 26,362 38,520 OEM Certs 6,046 5,424 Total Certs 32,408 43,944 Unit Economics Avg. Profit Share Revenue per Cert (1) $ 552 $ 584 Avg. Program Fee Revenue per Cert $ 534 $ 449 Originations Facilitated Loan Origination Volume ($ in 000s) $ 951,893 $ 1,182,567 Average Loan Size 29,372 26,911 Channel Overview New Vehicle Certs as a % of Total 14.7 % 5.6 % Used Vehicle Certs as a % of Total 85.3 % 94.4 % Indirect Certs as a % of Total 72.0 % 45.8 % Direct Certs as a % of Total 20.1 % 14.4 % Refinance Certs as a % of Total 7.9 % 39.8 % (1) Represents average profit share revenue per certified loan originated in the period excluding the impact of profit share revenue recognized in the period associated with historical vintages. The profit share revenue impact related to change in estimates of historical vintages was $0.7 million and $2.6 million, for the three months ended March 31, 2023 and 2022, respectively.

5 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Q1 2023 Financial Update ($ in '000s) Three Months Ended March 31, 2023 2022 Revenue Profit share $ 18,602 $ 28,310 Program fees 17,301 19,726 Claims administration and other service fees 2,458 2,032 Total revenue 38,361 50,068 Cost of services 5,431 4,788 Gross profit 32,930 45,280 Operating expenses General and administrative 10,195 7,482 Selling and marketing 4,409 3,733 Research and development 1,230 1,823 Total operating expenses 15,834 13,038 Operating income 17,096 32,242 Interest expense (2,387) (803) Interest income 2,064 25 Income before income taxes 16,773 31,464 Income tax expense 4,235 8,310 Net income $ 12,538 $ 23,154

6 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Reconciliation of GAAP to Non-GAAP Financial Measures Adjusted EBITDA ($ in 000's) Three Months Ended March 31, 2023 2022 Net income $ 12,538 $ 23,154 Non-GAAP adjustments: Interest expense 2,387 803 Income tax expense 4,235 8,310 Depreciation and amortization of property and equipment 244 221 Share-based compensation 1,844 1,281 Total adjustments 8,710 10,615 Adjusted EBITDA $ 21,248 $ 33,769 Total revenue $ 38,361 $ 50,068 Adjusted EBITDA margin 55 % 67 % Adjusted operating cash flows Adjusted EBITDA $ 21,248 $ 33,769 CAPEX (335) (186) Decrease (increase) in contract assets, net 9,488 5,504 Adjusted operating cash flows $ 30,401 $ 39,087

7 23, 159, 221 149, 201, 61 20, 83, 150 3, 102, 170 146, 192, 219 166, 166, 166 Total Current Share Count Shares In thousands Total Shares Outstanding May 9, 2023 120,654 Treasury Shares 7,544 Total Shares Issued 128,198