Document and Entity Information
Document and Entity Information Cover - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Document type | 10-Q | ||
Document quarterly report | true | ||
Document period end date | Jun. 30, 2021 | ||
Document transition report | false | ||
Commission file number | 001-34568 | ||
Entity registrant name | KAR Auction Services, Inc. | ||
Entity incorporation state | DE | ||
Entity tax identification number | 20-8744739 | ||
Entity address, address line one | 11299 N. Illinois Street | ||
Entity address, city | Carmel | ||
Entity address, state | IN | ||
Entity address, postal zip code | 46032 | ||
City area code | 800 | ||
Local phone number | 923-3725 | ||
Title of 12(b) security | Common Stock, par value $0.01 per share | ||
Trading symbol | KAR | ||
Security exchange name | NYSE | ||
Entity current reporting status | Yes | ||
Entity interactive data current | Yes | ||
Entity filer category | Large Accelerated Filer | ||
Entity small business | false | ||
Entity emerging growth company | false | ||
Entity shell company | false | ||
Entity common stock, shares outstanding | 119,184,223 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Entity central index key | 0001395942 | ||
Current fiscal year end date | --12-31 | ||
Document fiscal year focus | 2021 | ||
Document fiscal period focus | Q2 | ||
Amendment flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating revenues | ||||
Auction fees | $ 236.7 | $ 177.8 | $ 472.2 | $ 433.1 |
Service revenue | 182.2 | 134.8 | 369.8 | 371 |
Purchased vehicle sales | 97.9 | 49.6 | 190.6 | 125.1 |
Finance-related revenue | 68.6 | 56.8 | 134.4 | 135.3 |
Total operating revenues | 585.4 | 419 | 1,167 | 1,064.5 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization) | 333.2 | 235.1 | 663.6 | 629.7 |
Selling, general and administrative | 140.2 | 112.3 | 289.2 | 274.7 |
Depreciation and amortization | 45.4 | 46.5 | 92.4 | 94.2 |
Goodwill and other intangibles impairment | 0 | 29.8 | 0 | 29.8 |
Total operating expenses | 518.8 | 423.7 | 1,045.2 | 1,028.4 |
Operating profit (loss) | 66.6 | (4.7) | 121.8 | 36.1 |
Interest expense | 31.2 | 30.9 | 62.1 | 68.9 |
Other (income) expense, net | 14.8 | 1.3 | (35.4) | (0.7) |
Income (loss) before income taxes | 20.6 | (36.9) | 95.1 | (32.1) |
Income taxes | 9.1 | (4.6) | 32.7 | (2.6) |
Net income (loss) | $ 11.5 | $ (32.3) | $ 62.4 | $ (29.5) |
Net income (loss) per share - basic | ||||
Basic | $ 0.01 | $ (0.27) | $ 0.27 | $ (0.24) |
Net income (loss) per share - diluted | ||||
Diluted | 0.01 | (0.27) | 0.26 | (0.24) |
Dividends declared per common share | $ 0 | $ 0 | $ 0 | $ 0.19 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net income (loss) | $ 11.5 | $ (32.3) | $ 62.4 | $ (29.5) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation gain (loss) | 7.1 | 16 | 8.7 | (19.9) |
Unrealized gain (loss) on interest rate derivatives, net of tax | 0.3 | (3.6) | 7 | (22.6) |
Total other comprehensive income (loss), net of tax | 7.4 | 12.4 | 15.7 | (42.5) |
Comprehensive income (loss) | $ 18.9 | $ (19.9) | $ 78.1 | $ (72) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 621.6 | $ 752.1 |
Restricted cash | 53.8 | 60.2 |
Trade receivables, net of allowances of $11.7 and $12.1 | 549.2 | 367.2 |
Finance receivables, net of allowances of $24.0 and $22.0 | 2,084.9 | 1,889 |
Other current assets | 105.1 | 106.7 |
Total current assets | 3,414.6 | 3,175.2 |
Other assets | ||
Goodwill | 2,212.5 | 2,140.2 |
Customer relationships, net of accumulated amortization of $692.2 and $668.6 | 199.8 | 211.3 |
Other intangible assets, net of accumulated amortization of $405.8 and $362.0 | 284.3 | 290.2 |
Operating lease right-of-use assets | 339 | 350.6 |
Property and equipment, net of accumulated depreciation of $620.7 and $596.4 | 579.6 | 589.9 |
Other assets | 88.5 | 40.8 |
Total other assets | 3,703.7 | 3,623 |
Total assets | 7,118.3 | 6,798.2 |
Current liabilities | ||
Accounts payable | 1,074.5 | 688.9 |
Accrued employee benefits and compensation expenses | 65.9 | 81.3 |
Accrued interest | 6.8 | 6.5 |
Other accrued expenses | 186.4 | 185.2 |
Income taxes payable | 2.8 | 3.2 |
Obligations collateralized by finance receivables | 1,324.2 | 1,261.2 |
Current maturities of long-term debt | 22.7 | 24.3 |
Total current liabilities | 2,683.3 | 2,250.6 |
Non-current liabilities | ||
Long-term debt | 1,851.8 | 1,853.8 |
Deferred income tax liabilities | 137.1 | 128.6 |
Operating lease liabilities | 332 | 344.2 |
Other liabilities | 42.8 | 55.4 |
Total non-current liabilities | 2,363.7 | 2,382 |
Commitments and contingencies (Note 9) | ||
Temporary equity | ||
Series A convertible preferred stock | 570 | 549.8 |
Stockholders' equity | ||
Common stock, $0.01 par value: Authorized shares: 400,000,000; Issued and outstanding shares: June 30, 2021 : 119,181,203 December 31, 2020: 129,700,156 | 1.2 | 1.3 |
Additional paid-in capital | 874.6 | 1,046.5 |
Retained earnings | 642.5 | 600.7 |
Accumulated other comprehensive loss | (17) | (32.7) |
Total stockholders' equity | 1,501.3 | 1,615.8 |
Total liabilities, temporary equity and stockholders' equity | 7,118.3 | 6,798.2 |
Other Balance Sheet Items | ||
Trade receivables allowances | 11.7 | 12.1 |
Finance receivables allowances | 24 | 22 |
Customer relationships, accumulated amortization | 692.2 | 668.6 |
Other Intangible Assets Accumulated Amortization | 405.8 | 362 |
Property, Plant and Equipment Accumulated Depreciation | $ 620.7 | $ 596.4 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 119,181,203 | 129,700,156 |
Common Stock, Shares, Outstanding | 119,181,203 | 129,700,156 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock | Additional Paid-In Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2019 | $ 1,650.2 | $ 1.3 | $ 1,028.9 | $ 651 | $ (31) | ||
Beginning balance (in shares) at Dec. 31, 2019 | 128,800,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (29.5) | (29.5) | |||||
Other comprehensive income (loss) | (42.5) | (42.5) | |||||
Issuance of common stock under stock plans | 0.7 | 0.7 | |||||
Issuance of common stock under stock plans (in shares) | 600,000 | ||||||
Surrender of RSUs for taxes | (3.7) | (3.7) | |||||
Surrender of RSUs for taxes (in shares) | (200,000) | ||||||
Stock-based compensation expense | 7.6 | 7.6 | |||||
Dividends earned under stock plans | 0 | 0.7 | (0.7) | ||||
Cash dividends declared to stockholders | $ (24.5) | (24.5) | |||||
Cash dividends declared to stockholders (in dollars per share) | $ 0.19 | ||||||
Ending balance at Jun. 30, 2020 | $ 1,554.5 | $ (3.8) | $ 1.3 | 1,034.2 | 592.5 | $ (3.8) | (73.5) |
Ending balance (in shares) at Jun. 30, 2020 | 129,200,000 | ||||||
Beginning balance at Mar. 31, 2020 | 1,571.8 | $ 1.3 | 1,031.6 | 624.8 | (85.9) | ||
Beginning balance (in shares) at Mar. 31, 2020 | 129,200,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (32.3) | (32.3) | |||||
Other comprehensive income (loss) | 12.4 | 12.4 | |||||
Issuance of common stock under stock plans | 0.3 | 0.3 | |||||
Issuance of common stock under stock plans (in shares) | 100,000 | ||||||
Surrender of RSUs for taxes | (0.3) | (0.3) | |||||
Surrender of RSUs for taxes (in shares) | (100,000) | ||||||
Stock-based compensation expense | $ 2.6 | 2.6 | |||||
Cash dividends declared to stockholders (in dollars per share) | $ 0 | ||||||
Ending balance at Jun. 30, 2020 | $ 1,554.5 | $ (3.8) | $ 1.3 | 1,034.2 | 592.5 | $ (3.8) | (73.5) |
Ending balance (in shares) at Jun. 30, 2020 | 129,200,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 1,615.8 | $ 1.3 | 1,046.5 | 600.7 | (32.7) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 129,700,156 | 129,700,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | $ 62.4 | 62.4 | |||||
Other comprehensive income (loss) | 15.7 | 15.7 | |||||
Issuance of common stock under stock plans | 1 | 1 | |||||
Issuance of common stock under stock plans (in shares) | 400,000 | ||||||
Surrender of RSUs for taxes | (2.2) | (2.2) | |||||
Surrender of RSUs for taxes (in shares) | (100,000) | ||||||
Stock-based compensation expense | 9.9 | 9.9 | |||||
Repurchase and retirement of common stock | (180.9) | $ (0.1) | (180.8) | ||||
Repurchase and retirement of common stock (in shares) | (10,800,000) | ||||||
Dividends earned under stock plans | $ (0.2) | 0.2 | (0.4) | ||||
Cash dividends declared to stockholders (in dollars per share) | $ 0 | ||||||
Dividends on preferred stock | $ (20.2) | (20.2) | |||||
Ending balance at Jun. 30, 2021 | $ 1,501.3 | $ 1.2 | 874.6 | 642.5 | (17) | ||
Ending balance (in shares) at Jun. 30, 2021 | 119,181,203 | 119,200,000 | |||||
Beginning balance at Mar. 31, 2021 | $ 1,587.5 | $ 1.3 | 969.4 | 641.2 | (24.4) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 124,800,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 11.5 | 11.5 | |||||
Other comprehensive income (loss) | 7.4 | 7.4 | |||||
Issuance of common stock under stock plans | 0.7 | 0.7 | |||||
Stock-based compensation expense | 4.5 | 4.5 | |||||
Repurchase and retirement of common stock | $ (100.1) | $ (0.1) | (100) | ||||
Repurchase and retirement of common stock (in shares) | (5,600,000) | ||||||
Cash dividends declared to stockholders (in dollars per share) | $ 0 | ||||||
Dividends on preferred stock | $ (10.2) | (10.2) | |||||
Ending balance at Jun. 30, 2021 | $ 1,501.3 | $ 1.2 | $ 874.6 | $ 642.5 | $ (17) | ||
Ending balance (in shares) at Jun. 30, 2021 | 119,181,203 | 119,200,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating activities | |||||
Net income (loss) | $ 11.5 | $ (32.3) | $ 62.4 | $ (29.5) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 45.4 | 46.5 | 92.4 | 94.2 | |
Provision for credit losses | 7.6 | 41.6 | |||
Deferred income taxes | 6.8 | (13.1) | |||
Amortization of debt issuance costs | 6 | 5.6 | |||
Stock-based compensation | 9.9 | 7.6 | |||
Contingent consideration adjustment | 4.5 | 0 | 15.7 | 0 | |
Change in unrealized (gain) loss on investment securities | 11.9 | (31.6) | 0 | ||
Goodwill and other intangibles impairment | 0 | 29.8 | 0 | 29.8 | |
Other non-cash, net | 2.1 | 4.9 | |||
Changes in operating assets and liabilities, net of acquisitions: | |||||
Trade receivables and other assets | (198.5) | (137.5) | |||
Accounts payable and accrued expenses | 322.9 | 265.3 | |||
Net Cash Provided by (Used by) Operating Activities | 295.7 | 268.9 | |||
Investing activities | |||||
Net (increase) decrease in finance receivables held for investment | (200) | 532.6 | |||
Acquisition of businesses (net of cash acquired) | (79.8) | 0 | |||
Purchases of property, equipment and computer software | (50.7) | (46.7) | |||
Investments in securities | (20.6) | 0 | |||
Proceeds from sale of investments | 21.4 | 0 | |||
Proceeds from the sale of PWI | 2.1 | 0 | |||
Proceeds from the sale of property and equipment | 1.9 | 0 | |||
Net Cash Provided by (Used by) Investing Activities | (325.7) | 485.9 | |||
Financing activities | |||||
Net increase in book overdrafts | 45.4 | 5 | |||
Net decrease in borrowings from lines of credit | (1.6) | (1.9) | |||
Net increase (decrease) in obligations collateralized by finance receivables | 57 | (720.5) | |||
Proceeds from issuance of Series A Preferred Stock | 0 | 550.1 | |||
Payments for issuance costs of Series A Preferred Stock | 0 | (21.9) | |||
Payments for debt issuance costs/amendments | 0 | (3.9) | |||
Payments on long-term debt | (4.7) | (4.7) | |||
Payments on finance leases | (6) | (7.8) | |||
Payments of contingent consideration and deferred acquisition costs | (21.3) | (22.3) | |||
Issuance of common stock under stock plans | 1 | 0.7 | |||
Tax withholding payments for vested RSUs | (2.2) | (3.7) | |||
Repurchase and retirement of common stock | (180.9) | 0 | |||
Dividends paid to stockholders | 0 | (49) | |||
Net Cash Provided by (Used by) Financing Activities | (113.3) | (279.9) | |||
Effect of exchange rate changes on cash | 6.4 | (17.3) | |||
Net (decrease) increase in cash, cash equivalents and restricted cash | (136.9) | 457.6 | |||
Cash, cash equivalents and restricted cash at beginning of period | 812.3 | 560.9 | $ 560.9 | ||
Cash paid for interest, net of proceeds from interest rate derivatives | 55.4 | 63.9 | |||
Cash paid for taxes, net of refunds | 16.6 | 3.6 | |||
Cash, cash equivalents and restricted cash at end of period | $ 675.4 | $ 1,018.5 | $ 675.4 | $ 1,018.5 | $ 812.3 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Defined Terms Unless otherwise indicated or unless the context otherwise requires, the following terms used herein shall have the following meanings: • "we," "us," "our," "KAR" and "the Company" refer, collectively, to KAR Auction Services, Inc. and all of its subsidiaries; • "ADESA" or "ADESA Auctions" refer, collectively, to ADESA, Inc., a wholly-owned subsidiary of KAR Auction Services, and ADESA, Inc.'s subsidiaries, including Openlane, Inc. (together with Openlane, Inc.'s subsidiaries, "Openlane"), Nth Gen Software Inc. ("TradeRev"), BacklotCars, Inc. ("BacklotCars"), ADESA Remarketing Limited (formerly known as GRS Remarketing Limited ("GRS" or "ADESA Remarketing Limited")) and ADESA Europe (formerly known as CarsOnTheWeb ("COTW")); • "AFC" refers, collectively, to Automotive Finance Corporation, a wholly-owned subsidiary of ADESA, and Automotive Finance Corporation's subsidiaries and other related entities, including PWI Holdings, Inc. (which was sold on December 1, 2020); • "Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014 (as amended, amended and restated, modified or supplemented from time to time), among KAR Auction Services, Inc., as the borrower, the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank N.A., as administrative agent; • "Credit Facility" refers to the $950 million, senior secured term loan B-6 facility due September 19, 2026 ("Term Loan B-6") and the $325 million, senior secured revolving credit facility due September 19, 2024 (the "Revolving Credit Facility"), the terms of which are set forth in the Credit Agreement; • "IAA" refers, collectively, to Insurance Auto Auctions, Inc., formerly a wholly-owned subsidiary of KAR Auction Services, and Insurance Auto Auctions, Inc.'s subsidiaries and other related entities, including HBC Vehicle Services Limited ("HBC"); • "KAR Auction Services" refers to KAR Auction Services, Inc. and not to its subsidiaries; • "Senior notes" refers to the 5.125% senior notes due 2025 ($950 million aggregate principal was outstanding at June 30, 2021); and • "Series A Preferred Stock" refers to the Series A Convertible Preferred Stock, par value $0.01 per share (591,785 and 571,606 shares of Series A Preferred Stock were outstanding at June 30, 2021 and December 31, 2020, respectively). Business and Nature of Operations ADESA is a leading provider of wholesale vehicle auctions and related vehicle remarketing services for the automotive industry. As of June 30, 2021, the ADESA Auctions segment serves a domestic and international customer base through digital marketplaces supported by more than 70 vehicle logistics center locations across North America. ADESA also includes BacklotCars, an app and web-based dealer-to-dealer wholesale vehicle platform utilized in the United States, TradeRev, an online automotive remarketing platform in Canada where dealers can launch and participate in real-time vehicle auctions at any time, ADESA Remarketing Limited, an online whole car vehicle remarketing business in the United Kingdom and ADESA Europe (formerly known as CarsOnTheWeb), an online wholesale vehicle auction marketplace in Continental Europe. Our auctions facilitate the sale of used vehicles through on-premise and off-premise marketplaces. ADESA's online service offerings include customized private label solutions powered with software developed by its wholly-owned subsidiary, Openlane, that allow our commercial consignors (automobile manufacturers, captive finance companies and other institutions) to offer vehicles via the Internet prior to arrival at on-premise marketplaces. Remarketing services include a variety of activities designed to transfer used vehicles between sellers and buyers throughout the vehicle life cycle. ADESA facilitates the exchange of these vehicles through an auction marketplace, which aligns sellers and buyers. As an agent for customers, the Company generally does not take title to or ownership of vehicles sold at the auctions. Generally, fees are earned from the seller and buyer on each successful auction transaction in addition to fees earned for ancillary services. ADESA has the second largest used vehicle auction network in North America, based upon the number of used vehicles sold through auctions annually, and also provides services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. ADESA is able to serve the diverse and multi-faceted needs of its customers through the wide range of services offered. AFC is a leading provider of floorplan financing to independent used vehicle dealers and this financing is provided throughout the United States and Canada. Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, BacklotCars, TradeRev, other used vehicle and salvage auctions and non-auction purchases. Prior to December 2020, in addition to floorplan financing, AFC also provided independent used vehicle dealers with vehicle service contracts. In October 2020, a subsidiary of ADESA signed a definitive agreement to sell all of the issued and outstanding shares of capital stock of PWI Holdings, Inc., the Company's extended vehicle service contract business ("PWI"), to certain subsidiaries of Kingsway Financial Services Inc. for a purchase price of approximately $24.3 million in cash and deferred payments of approximately $2.2 million (subject to customary adjustments). The sale was completed on December 1, 2020. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 18, 2021. The 2020 year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements. Reclassifications ADESA's "Auction fees and services revenue" reported in the consolidated statement of income for the three and six months ended June 30, 2020 has been broken out between "Auction fees" and "Service revenue" in the consolidated statement of income to conform with the presentation for the three and six months ended June 30, 2021. Prior to 2020, the costs and expenses of the holding company were reported separately from the reportable segments. Due to the spin-off of IAA in 2019 and the Company's transition from physical marketplaces to digital marketplaces, the Company has simplified its business and operations. Corporate expenses, previously reported as holding company expenses, are now included in the segments. Certain known expenses (e.g., information technology costs) were recorded directly to the ADESA and AFC segments. Interest expense previously reported by the holding company has been recorded in the ADESA segment. The residual shared services expenses were recorded at ADESA and allocated to AFC based on revenue and employee headcount. Holding company amounts reported in the segment results in the consolidated financial statements prior to December 31, 2020 have been reclassified to conform to the current presentation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based in part on assumptions about current, and for some estimates, future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Although the current estimates contemplate current conditions and expected future changes, as appropriate, it is reasonably possible that future conditions could differ from these estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of goodwill, intangible assets and long-lived assets, incremental losses on finance receivables, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. We do not expect the adoption of ASU 2020-06 will have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisition In May 2021, ADESA acquired Auction Frontier, LLC (“Auction Frontier”). Auction Frontier is the owner and operator of the cloud-based auction simulcast solution Velocicast ® . The acquisition is aligned with KAR’s strategy, as Velocicast powers ADESA Simulcast and Simulcast+ technologies, as well as other wholesale and retail auctions across North America and Australia. The purchased assets included accounts receivable, software, customer relationships and tradenames. The purchase agreement also included additional payments contingent on certain terms and conditions. Financial results for Auction Frontier have been included in our consolidated financial statements from the date of acquisition. The purchase price for Auction Frontier, net of cash acquired, was approximately $92.2 million, which included a net cash payment of $79.8 million and estimated contingent payments with a fair value of $12.4 million based on a probability model. The maximum amount of undiscounted contingent payment related to this acquisition could approximate $15.0 million. The acquired assets and assumed liabilities of Auction Frontier were recorded at fair value, including $17.9 million to intangible assets, representing the fair value of acquired customer relationships of $10.0 million, software of $7.6 million and tradenames of $0.3 million, which are being amortized over their expected useful lives. The acquired software and tradenames are reported in "Other intangible assets" in the accompanying consolidated balance sheet. The excess earnings method was used to value the customer relationships and the relief from royalty method was used to value the software and tradenames. Both of these methods require forward looking estimates to determine fair value, including among other assumptions, forecasted revenue growth and estimated royalty and license rates. The purchase accounting associated with this acquisition is preliminary, subject to obtaining information to determine the fair value of certain assets and liabilities. The acquisition resulted in a preliminary estimate of $73.8 million of goodwill. The factors contributing to the recognition of goodwill were strategic and synergistic benefits that are expected to be realized from the acquisition. The goodwill is recorded in the ADESA Auctions reportable segment and all of it is expected to be deductible for tax purposes. The financial impact of this acquisition, including pro forma financial results, was immaterial to the Company's consolidated results for the six months ended June 30, 2021. Deferred and Contingent Payments Related to Prior Year Acquisitions |
Stock and Stock-Based Compensat
Stock and Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan in December 2009, which was amended and restated in June 2014 and further amended and restated in June 2021 ("Omnibus Plan"), and now provides that the maximum number of shares of the Company's common stock that may be issued pursuant to awards under the Omnibus Plan is approximately 7.3 million. The Omnibus Plan is intended to provide equity and/or cash-based awards to our executive officers and key employees. Our stock-based compensation expense includes expense associated with KAR Auction Services, Inc. service-based options ("service options"), market-based options ("market options"), performance-based restricted stock units ("PRSUs") and service-based restricted stock units ("RSUs"). We have determined that the KAR Auction Services, Inc. service options, market options, PRSUs and RSUs should be classified as equity awards. The following table summarizes our stock-based compensation expense by type of award (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Service options $ 0.3 $ — $ 0.6 $ — Market options 1.7 — 2.8 — PRSUs 0.9 0.8 3.1 2.3 RSUs 1.6 1.8 3.4 5.3 Total stock-based compensation expense $ 4.5 $ 2.6 $ 9.9 $ 7.6 Service Options In the first six months of 2021, we granted approximately 1.0 million service options with a weighted average exercise price of $16.26 per share to certain executive officers of the Company. The service options have a life of ten years and vest in equal annual installments on each of the first four anniversaries of the grant dates. The weighted average fair value of the service options granted in the first six months of 2021 was $3.96 per share. The fair values of the service options granted were estimated on the dates of grant using the Black-Scholes option pricing model with an expected life of 6.25 years, a weighted average expected volatility of 36.46%, a weighted average expected dividend yield of 3.8% and a weighted average risk free interest rate of 1.05%. Market Options In the first six months of 2021, we granted approximately 4.0 million market options with a weighted average exercise price of $16.26 per share to certain executive officers of the Company. The market options have a life of ten years and have a service component along with an additional market component. The market options become eligible to vest and become exercisable in equal increments, each upon the later to occur of (i) the first four anniversaries of the grant dates, respectively, and (ii) for each respective 25% increment, the attainment of KAR's closing stock price at or above $5, $10, $15 and $20 over each respective exercise price, for 20 consecutive trading days. The weighted average fair value of the market options granted in the first six months of 2021 was $3.90 per share. The fair value and requisite service period of the market options was developed with a Monte Carlo simulation using a multivariate Geometric Brownian Motion with a drift equal to the risk free rate. PRSUs and RSUs In the first six months of 2021, we granted a target amount of approximately 0.6 million PRSUs to certain executive officers and other employees of the Company. Approximately 0.4 million of the PRSUs granted in 2021 vest if and to the extent that the Company's three-year cumulative operating adjusted net income per share attains certain specified goals and approximately 0.2 million of the PRSUs vest if and to the extent that certain operational goals are attained by year-end 2023 or 2024. In addition, approximately 0.5 million RSUs were granted to certain management members of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The weighted average grant date fair value of the PRSUs and the RSUs was $15.40 per share and $13.90 per share, respectively, which was determined using the closing price of the Company's common stock on the dates of grant. Share Repurchase Program |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the computation of net income (loss) per share (in millions except per share amounts) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) $ 11.5 $ (32.3) $ 62.4 $ (29.5) Series A Preferred Stock dividends (10.2) (2.1) (20.2) (2.1) Net income attributable to participating securities (0.3) — (8.8) — Net income attributable to common stockholders $ 1.0 $ (34.4) $ 33.4 $ (31.6) Weighted average common shares outstanding 122.7 129.3 125.8 129.2 Effect of dilutive stock options and restricted stock awards 0.5 — 0.6 — Weighted average common shares outstanding and potential common shares 123.2 129.3 126.4 129.2 Net income (loss) per share Basic $ 0.01 $ (0.27) $ 0.27 $ (0.24) Diluted $ 0.01 $ (0.27) $ 0.26 $ (0.24) Prior to June 2020, basic net income (loss) per share was calculated by dividing net income by the weighted average number of outstanding common shares for the period. Diluted net income (loss) per share was calculated consistent with basic net income (loss) per share including the effect of dilutive unissued common shares related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income (loss) per share-diluted is determined through the application of the treasury stock method, whereby net proceeds received by the Company based on assumed exercises are hypothetically used to repurchase our common stock at the average market price during the period. As a result of the spin-off, there are IAA employees who hold KAR equity awards included in the calculation. Stock options that would have an anti-dilutive effect on net income (loss) per diluted share and PRSUs subject to performance conditions which have not yet been satisfied are excluded from the calculations. Approximately 0.6 million service options were excluded from the calculation of diluted net income (loss) per share for the three and six months ended June 30, 2021, respectively. All of the market options were excluded from the calculation of diluted net income (loss) per share for the three and six months ended June 30, 2021. Approximately 1.1 million PRSUs were excluded from the calculation of diluted net income (loss) per share for the three and six months ended June 30, 2021, respectively. Total options outstanding at June 30, 2021 and 2020 were 5.5 million and 0.7 million, respectively. In accordance with U.S. GAAP, no potential common shares were included in the computation of diluted net income per share for the three or six months ended June 30, 2020 because to do so would have been anti-dilutive based on the period losses. Beginning in June 2020, the Company also includes participating securities (Series A Preferred Stock) in the computation of net income (loss) per share pursuant to the two-class method. The two-class method of calculating net income per share is an allocation method that calculates earnings per share for common stock and participating securities. Under the two-class method, total dividends provided to the holders of the Series A Preferred Stock and undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. During periods of net loss, no effect is given to the participating securities because they do not share in the losses of the Company. |
Finance Receivables and Obligat
Finance Receivables and Obligations Collateralized by Finance Receivables | 6 Months Ended |
Jun. 30, 2021 | |
Financing Receivable, after Allowance for Credit Loss, Current [Abstract] | |
Finance Receivables and Obligations Collateralized by Finance Receivables | Finance Receivables and Obligations Collateralized by Finance Receivables AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to a wholly-owned, bankruptcy remote, consolidated, special purpose subsidiary ("AFC Funding Corporation"), established for the purpose of purchasing AFC's finance receivables. 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, 2024. AFC Funding Corporation had committed liquidity of $1.60 billion for U.S. finance receivables at June 30, 2021. We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables, which expires on January 31, 2024. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$175 million at June 30, 2021. The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings. The following tables present quantitative information about delinquencies, credit loss charge-offs less recoveries ("net credit losses") and components of securitized financial assets and other related assets managed. For purposes of this illustration, delinquent receivables are defined as receivables 31 days or more past due. June 30, 2021 Net Credit Losses Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,099.6 $ 5.7 $ 3.3 $ 4.6 Other loans 9.3 — — — Total receivables managed $ 2,108.9 $ 5.7 $ 3.3 $ 4.6 December 31, 2020 Net Credit Losses Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 1,892.1 $ 22.9 $ 22.0 $ 33.9 Other loans 18.9 — — — Total receivables managed $ 1,911.0 $ 22.9 $ 22.0 $ 33.9 The following is a summary of the changes in the allowance for credit losses related to finance receivables ( in millions ): June 30, June 30, Allowance for Credit Losses Balance at December 31 $ 22.0 $ 15.0 Opening balance adjustment for adoption of ASC Topic 326 — 5.0 Provision for credit losses 6.6 35.9 Recoveries 6.6 5.0 Less charge-offs (11.2) (38.9) Balance at end of period $ 24.0 $ 22.0 As of June 30, 2021 and December 31, 2020, $2,058.3 million and $1,865.3 million, respectively, of finance receivables and a cash reserve of 1 or 3 percent of the obligations collateralized by finance receivables served as security for the obligations collateralized by finance receivables. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreements. Obligations collateralized by finance receivables consisted of the following: June 30, December 31, Obligations collateralized by finance receivables, gross $ 1,342.3 $ 1,282.8 Unamortized securitization issuance costs (18.1) (21.6) Obligations collateralized by finance receivables $ 1,324.2 $ 1,261.2 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 Facility. At June 30, 2021, we were in compliance with the covenants in the securitization agreements. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in millions) : Interest Rate* Maturity June 30, December 31, Term Loan B-6 Adjusted LIBOR + 2.25% September 19, 2026 $ 933.4 $ 938.1 Revolving Credit Facility Adjusted LIBOR + 1.75% September 19, 2024 — — Senior notes 5.125% June 1, 2025 950.0 950.0 European lines of credit Euribor + 1.25% Repayable upon demand 13.2 14.8 Total debt 1,896.6 1,902.9 Unamortized debt issuance costs/discounts (22.1) (24.8) Current portion of long-term debt (22.7) (24.3) Long-term debt $ 1,851.8 $ 1,853.8 *The interest rates presented in the table above represent the rates in place at June 30, 2021. Credit Facilities On September 19, 2019, we entered into the seven-year, $950 million Term Loan B-6 and the $325 million, five-year Revolving Credit Facility. The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Revolving Credit Facility also includes a $50 million sub-limit for issuance of letters of credit and a $60 million sub-limit for swingline loans. The Company also pay s 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, from time to time. The interest rate applicable to Term Loan B-6 was 2.38% at June 30, 2021. The obligations of the Company under the 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 perfected 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) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions. The Credit Agreement contains affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with our affiliates. The Credit Agreement also requires us to maintain a Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), not to exceed 3.5 as of the last day of each fiscal quarter, if there are revolving loans outstanding. We were in compliance with the applicable covenants in the Credit Agreement at June 30, 2021. There were no borrowings outstanding on the Revolving Credit Facility at June 30, 2021 or December 31, 2020. We had related outstanding letters of credit in the aggregate amount of $29.7 million and $28.5 million at June 30, 2021 and December 31, 2020, respectively, which reduce the amount available for borrowings under the Revolving Credit Facility. European Lines of Credit COTW has lines of credit aggregating $35.6 million (€30 million). The lines of credit had an aggregate $13.2 million and $14.8 million of borrowings outstanding at June 30, 2021 and December 31, 2020, respectively. The lines of credit are secured by certain inventory and receivables at COTW subsidiaries. Fair Value of Debt As of June 30, 2021, the estimated fair value of our long-term debt amounted to $1,907.5 million. The estimates of fair value were based on broker-dealer quotes (Level 2 inputs) for our debt as of June 30, 2021. The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We are exposed to interest rate risk on our variable rate borrowings. Accordingly, interest rate fluctuations affect the amount of interest expense we are obligated to pay. We have used interest rate derivatives with the objective of managing exposure to interest rate movements, thereby reducing the effect of interest rate changes and the effect they could have on future cash flows. Currently, interest rate swap agreements are used to accomplish this objective. In January 2020, we entered into three pay-fixed interest rate swaps with an aggregate notional amount of $500 million to swap variable rate interest payments under our term loan for fixed interest payments bearing a weighted average interest rate of 1.44%, for a total interest rate of 3.69%. The interest rate swaps have a five-year term, each maturing on January 23, 2025. We have designated the interest rate swaps as cash flow hedges. The changes in the fair value of the interest rate swaps that are included in the assessment of hedge effectiveness are recorded as a component of "Accumulated other comprehensive income." For the three and six months ended June 30, 2021, the Company recorded an unrealized gain on the interest rate swaps of $0.3 million, net of tax of $0.1 million, and $7.0 million, net of tax of $2.3 million, respectively, in "Accumulated other comprehensive income." For the three and six months ended June 30, 2020, the Company recorded an unrealized loss on the interest rate swaps of $3.6 million, net of tax of $1.1 million, and $22.6 million, net of tax of $7.3 million, respectively, in "Accumulated other comprehensive income." The earnings impact of the interest rate derivatives designated as cash flow hedges is recorded upon the recognition of the interest related to the hedged debt. When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated and was considered immaterial to the fair value estimates. ASC 815, Derivatives and Hedging , requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented ( in millions ): Liability Derivatives June 30, 2021 December 31, 2020 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value 2020 Interest rate swaps Other liabilities $ 16.6 Other liabilities $ 25.9 |
Other (Income) Expense, Net
Other (Income) Expense, Net | 6 Months Ended |
Jun. 30, 2021 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other (Income) Expense, Net | Other (Income) Expense, Net Other (income) expense, net consisted of the following ( in millions ): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Change in realized and unrealized gains on investment securities $ 11.7 $ — $ (48.8) $ — Contingent consideration valuation (Note 2) 4.5 — 15.7 — Foreign currency (gains) losses 0.4 2.7 2.5 3.1 Other (1.8) (1.4) (4.8) (3.8) Other (income) expense, net $ 14.8 $ 1.3 $ (35.4) $ (0.7) Fair Value Measurement of Investments The Company invests in certain early-stage automotive companies and funds that relate to the automotive industry. We believe these investments have resulted in the expansion of relationships in the vehicle remarketing industry. Realized gains on these investments were $0.2 million and $17.2 million for the three and six months ended June 30, 2021, respectively. The Company had a reduction in unrealized gains of $11.9 million for the three months ended June 30, 2021 and unrealized gains of $31.6 million for the six months ended June 30, 2021. ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A small portion of finance receivables for one entity were converted to investment securities during the first quarter of 2021. This entity became publicly traded during the first quarter of 2021 and now has a readily determinable fair value. As of June 30, 2021, the fair value of investment securities are based on quoted market prices for identical assets (Level 1 of the fair value hierarchy) and approximated $39.1 million. The unrealized gain on these investment securities was $31.6 million at June 30, 2021. The remaining investments held of $21.5 million do not have readily determinable fair values and the Company has elected to apply the measurement alternative to these investments and present them at cost. Investments are reported in "Other assets" in the accompanying consolidated balance sheets. Realized and unrealized gains and losses are reported in "Other (income) expense, net" in the consolidated statements of income. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and ContingenciesWe are involved in litigation and disputes arising in the ordinary course of business, such as actions related to injuries; property damage; handling, storage or disposal of vehicles; environmental laws and regulations; and other litigation incidental to the business such as employment matters and dealer disputes. Management considers the likelihood of loss or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. We accrue an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss (or range of possible losses) can be reasonably estimated. Management regularly evaluates current information available to determine whether accrual amounts should be adjusted. Accruals for contingencies including litigation and environmental matters are included in "Other accrued expenses" at undiscounted amounts and exclude claims for recoveries from insurance or other third parties. These accruals are adjusted periodically as assessment and remediation efforts progress, or as additional technical or legal information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. Such matters are generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows. Legal fees are expensed as incurred. There has been no significant change in the legal and regulatory proceedings which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consisted of the following ( in millions ): June 30, December 31, Foreign currency translation loss $ (4.5) $ (13.2) Unrealized loss on interest rate derivatives, net of tax (12.5) (19.5) Accumulated other comprehensive loss $ (17.0) $ (32.7) |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ASC 280, Segment Reporting , requires reporting of segment information that is consistent with the manner in which the chief operating decision maker operates and views the Company. Our operations are grouped into two operating segments: ADESA Auctions and AFC, which also serve as our reportable business segments. These reportable business segments offer different services and have fundamental differences in their operations. Prior to 2020, the costs and expenses of the holding company were reported separately from the reportable segments. Due to the spin-off of IAA in 2019 and the Company's transition from physical marketplaces to digital marketplaces, the Company has simplified its business and operations. Corporate expenses, previously reported as holding company expenses, are now included in the segments. Certain known expenses (e.g., information technology costs) were recorded directly to the ADESA and AFC segments. Interest expense previously reported by the holding company has been recorded in the ADESA segment. The residual shared services expenses were recorded at ADESA and allocated to AFC based on revenue and employee headcount. Holding company amounts reported in the segment results in the consolidated financial statements prior to December 31, 2020 have been reclassified to conform to the current presentation. Financial information regarding our reportable segments is set forth below as of and for the three months ended June 30, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 516.8 $ 68.6 $ 585.4 Operating expenses Cost of services (exclusive of depreciation and amortization) 319.5 13.7 333.2 Selling, general and administrative 131.4 8.8 140.2 Depreciation and amortization 42.9 2.5 45.4 Total operating expenses 493.8 25.0 518.8 Operating profit 23.0 43.6 66.6 Interest expense 21.8 9.4 31.2 Other (income) expense, net 2.9 11.9 14.8 Intercompany expense (income) 0.1 (0.1) — Income (loss) before income taxes (1.8) 22.4 20.6 Income taxes 3.4 5.7 9.1 Net income (loss) $ (5.2) $ 16.7 $ 11.5 Total assets $ 4,627.3 $ 2,491.0 $ 7,118.3 Financial information regarding our reportable segments is set forth below as of and for the three months ended June 30, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 362.2 $ 56.8 $ 419.0 Operating expenses Cost of services (exclusive of depreciation and amortization) 217.2 17.9 235.1 Selling, general and administrative 103.7 8.6 112.3 Depreciation and amortization 43.3 3.2 46.5 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 394.0 29.7 423.7 Operating profit (loss) (31.8) 27.1 (4.7) Interest expense 21.7 9.2 30.9 Other (income) expense, net 1.3 — 1.3 Intercompany expense (income) 0.2 (0.2) — Income (loss) before income taxes (55.0) 18.1 (36.9) Income taxes (9.5) 4.9 (4.6) Net income (loss) $ (45.5) $ 13.2 $ (32.3) Total assets $ 4,518.9 $ 1,975.1 $ 6,494.0 Financial information regarding our reportable segments is set forth below for the six months ended June 30, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,032.6 $ 134.4 $ 1,167.0 Operating expenses Cost of services (exclusive of depreciation and amortization) 636.4 27.2 663.6 Selling, general and administrative 271.6 17.6 289.2 Depreciation and amortization 87.5 4.9 92.4 Total operating expenses 995.5 49.7 1,045.2 Operating profit 37.1 84.7 121.8 Interest expense 43.4 18.7 62.1 Other (income) expense, net (3.0) (32.4) (35.4) Intercompany expense (income) 0.2 (0.2) — Income (loss) before income taxes (3.5) 98.6 95.1 Income taxes 7.5 25.2 32.7 Net income (loss) $ (11.0) $ 73.4 $ 62.4 Financial information regarding our reportable segments is set forth below for the six months ended June 30, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 929.2 $ 135.3 $ 1,064.5 Operating expenses Cost of services (exclusive of depreciation and amortization) 587.9 41.8 629.7 Selling, general and administrative 256.1 18.6 274.7 Depreciation and amortization 87.7 6.5 94.2 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 961.5 66.9 1,028.4 Operating profit (loss) (32.3) 68.4 36.1 Interest expense 46.1 22.8 68.9 Other (income) expense, net (0.6) (0.1) (0.7) Intercompany expense (income) 1.0 (1.0) — Income (loss) before income taxes (78.8) 46.7 (32.1) Income taxes (14.7) 12.1 (2.6) Net income (loss) $ (64.1) $ 34.6 $ (29.5) Geographic Information Our foreign operations include Canada, Mexico, Continental Europe and the U.K. Approximately 56% and 54% of our foreign operating revenues were from Canada for the three and six months ended June 30, 2021, respectively, and approximately 63% and 59% of our foreign operating revenues were from Canada for the three and six months ended June 30, 2020, respectively. Most of the remaining foreign operating revenues were generated from Continental Europe. Information regarding the geographic areas of our operations is set forth below (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating revenues U.S. $ 420.4 $ 342.1 $ 860.0 $ 865.4 Foreign 165.0 76.9 307.0 199.1 $ 585.4 $ 419.0 $ 1,167.0 $ 1,064.5 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 18, 2021. The 2020 year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements. |
Reclassifications | Reclassifications ADESA's "Auction fees and services revenue" reported in the consolidated statement of income for the three and six months ended June 30, 2020 has been broken out between "Auction fees" and "Service revenue" in the consolidated statement of income to conform with the presentation for the three and six months ended June 30, 2021. Prior to 2020, the costs and expenses of the holding company were reported separately from the reportable segments. Due to the spin-off of IAA in 2019 and the Company's transition from physical marketplaces to digital marketplaces, the Company has simplified its business and operations. Corporate expenses, previously reported as holding company expenses, are now included in the segments. Certain known expenses (e.g., information technology costs) were recorded directly to the ADESA and AFC segments. Interest expense previously reported by the holding company has been recorded in the ADESA segment. The residual shared services expenses were recorded at ADESA and allocated to AFC based on revenue and employee headcount. Holding company amounts reported in the segment results in the consolidated financial statements prior to December 31, 2020 have been reclassified to conform to the current presentation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based in part on assumptions about current, and for some estimates, future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Although the current estimates contemplate current conditions and expected future changes, as appropriate, it is reasonably possible that future conditions could differ from these estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of goodwill, intangible assets and long-lived assets, incremental losses on finance receivables, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. |
New Accounting Standards | New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The update also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update can be adopted on either a fully retrospective or a modified retrospective basis. We do not expect the adoption of ASU 2020-06 will have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 |
Stock and Stock-Based Compens_2
Stock and Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense by type of award | The following table summarizes our stock-based compensation expense by type of award (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Service options $ 0.3 $ — $ 0.6 $ — Market options 1.7 — 2.8 — PRSUs 0.9 0.8 3.1 2.3 RSUs 1.6 1.8 3.4 5.3 Total stock-based compensation expense $ 4.5 $ 2.6 $ 9.9 $ 7.6 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of computation of net income (loss) per share | The following table sets forth the computation of net income (loss) per share (in millions except per share amounts) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net income (loss) $ 11.5 $ (32.3) $ 62.4 $ (29.5) Series A Preferred Stock dividends (10.2) (2.1) (20.2) (2.1) Net income attributable to participating securities (0.3) — (8.8) — Net income attributable to common stockholders $ 1.0 $ (34.4) $ 33.4 $ (31.6) Weighted average common shares outstanding 122.7 129.3 125.8 129.2 Effect of dilutive stock options and restricted stock awards 0.5 — 0.6 — Weighted average common shares outstanding and potential common shares 123.2 129.3 126.4 129.2 Net income (loss) per share Basic $ 0.01 $ (0.27) $ 0.27 $ (0.24) Diluted $ 0.01 $ (0.27) $ 0.26 $ (0.24) |
Finance Receivables and Oblig_2
Finance Receivables and Obligations Collateralized by Finance Receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Financing Receivable, after Allowance for Credit Loss, Current [Abstract] | |
Schedule of quantitative information about delinquencies, credit losses less recoveries ("net credit losses") and components of securitized financial assets and other related assets managed | The following tables present quantitative information about delinquencies, credit loss charge-offs less recoveries ("net credit losses") and components of securitized financial assets and other related assets managed. For purposes of this illustration, delinquent receivables are defined as receivables 31 days or more past due. June 30, 2021 Net Credit Losses Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,099.6 $ 5.7 $ 3.3 $ 4.6 Other loans 9.3 — — — Total receivables managed $ 2,108.9 $ 5.7 $ 3.3 $ 4.6 December 31, 2020 Net Credit Losses Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 1,892.1 $ 22.9 $ 22.0 $ 33.9 Other loans 18.9 — — — Total receivables managed $ 1,911.0 $ 22.9 $ 22.0 $ 33.9 |
Summary of the changes in the allowance for credit losses and doubtful accounts | The following is a summary of the changes in the allowance for credit losses related to finance receivables ( in millions ): June 30, June 30, Allowance for Credit Losses Balance at December 31 $ 22.0 $ 15.0 Opening balance adjustment for adoption of ASC Topic 326 — 5.0 Provision for credit losses 6.6 35.9 Recoveries 6.6 5.0 Less charge-offs (11.2) (38.9) Balance at end of period $ 24.0 $ 22.0 |
Schedule of obligations collateralized by finance receivables | Obligations collateralized by finance receivables consisted of the following: June 30, December 31, Obligations collateralized by finance receivables, gross $ 1,342.3 $ 1,282.8 Unamortized securitization issuance costs (18.1) (21.6) Obligations collateralized by finance receivables $ 1,324.2 $ 1,261.2 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in millions) : Interest Rate* Maturity June 30, December 31, Term Loan B-6 Adjusted LIBOR + 2.25% September 19, 2026 $ 933.4 $ 938.1 Revolving Credit Facility Adjusted LIBOR + 1.75% September 19, 2024 — — Senior notes 5.125% June 1, 2025 950.0 950.0 European lines of credit Euribor + 1.25% Repayable upon demand 13.2 14.8 Total debt 1,896.6 1,902.9 Unamortized debt issuance costs/discounts (22.1) (24.8) Current portion of long-term debt (22.7) (24.3) Long-term debt $ 1,851.8 $ 1,853.8 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the fair value of the entity's interest rate derivatives included in the consolidated balance sheet | The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented ( in millions ): Liability Derivatives June 30, 2021 December 31, 2020 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value 2020 Interest rate swaps Other liabilities $ 16.6 Other liabilities $ 25.9 |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other (Income) Expense, Net | Other (income) expense, net consisted of the following ( in millions ): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Change in realized and unrealized gains on investment securities $ 11.7 $ — $ (48.8) $ — Contingent consideration valuation (Note 2) 4.5 — 15.7 — Foreign currency (gains) losses 0.4 2.7 2.5 3.1 Other (1.8) (1.4) (4.8) (3.8) Other (income) expense, net $ 14.8 $ 1.3 $ (35.4) $ (0.7) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of accumulated other comprehensive loss | Accumulated other comprehensive loss consisted of the following ( in millions ): June 30, December 31, Foreign currency translation loss $ (4.5) $ (13.2) Unrealized loss on interest rate derivatives, net of tax (12.5) (19.5) Accumulated other comprehensive loss $ (17.0) $ (32.7) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of financial information regarding the entity's reportable segments | Financial information regarding our reportable segments is set forth below as of and for the three months ended June 30, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 516.8 $ 68.6 $ 585.4 Operating expenses Cost of services (exclusive of depreciation and amortization) 319.5 13.7 333.2 Selling, general and administrative 131.4 8.8 140.2 Depreciation and amortization 42.9 2.5 45.4 Total operating expenses 493.8 25.0 518.8 Operating profit 23.0 43.6 66.6 Interest expense 21.8 9.4 31.2 Other (income) expense, net 2.9 11.9 14.8 Intercompany expense (income) 0.1 (0.1) — Income (loss) before income taxes (1.8) 22.4 20.6 Income taxes 3.4 5.7 9.1 Net income (loss) $ (5.2) $ 16.7 $ 11.5 Total assets $ 4,627.3 $ 2,491.0 $ 7,118.3 Financial information regarding our reportable segments is set forth below as of and for the three months ended June 30, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 362.2 $ 56.8 $ 419.0 Operating expenses Cost of services (exclusive of depreciation and amortization) 217.2 17.9 235.1 Selling, general and administrative 103.7 8.6 112.3 Depreciation and amortization 43.3 3.2 46.5 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 394.0 29.7 423.7 Operating profit (loss) (31.8) 27.1 (4.7) Interest expense 21.7 9.2 30.9 Other (income) expense, net 1.3 — 1.3 Intercompany expense (income) 0.2 (0.2) — Income (loss) before income taxes (55.0) 18.1 (36.9) Income taxes (9.5) 4.9 (4.6) Net income (loss) $ (45.5) $ 13.2 $ (32.3) Total assets $ 4,518.9 $ 1,975.1 $ 6,494.0 Financial information regarding our reportable segments is set forth below for the six months ended June 30, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,032.6 $ 134.4 $ 1,167.0 Operating expenses Cost of services (exclusive of depreciation and amortization) 636.4 27.2 663.6 Selling, general and administrative 271.6 17.6 289.2 Depreciation and amortization 87.5 4.9 92.4 Total operating expenses 995.5 49.7 1,045.2 Operating profit 37.1 84.7 121.8 Interest expense 43.4 18.7 62.1 Other (income) expense, net (3.0) (32.4) (35.4) Intercompany expense (income) 0.2 (0.2) — Income (loss) before income taxes (3.5) 98.6 95.1 Income taxes 7.5 25.2 32.7 Net income (loss) $ (11.0) $ 73.4 $ 62.4 Financial information regarding our reportable segments is set forth below for the six months ended June 30, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 929.2 $ 135.3 $ 1,064.5 Operating expenses Cost of services (exclusive of depreciation and amortization) 587.9 41.8 629.7 Selling, general and administrative 256.1 18.6 274.7 Depreciation and amortization 87.7 6.5 94.2 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 961.5 66.9 1,028.4 Operating profit (loss) (32.3) 68.4 36.1 Interest expense 46.1 22.8 68.9 Other (income) expense, net (0.6) (0.1) (0.7) Intercompany expense (income) 1.0 (1.0) — Income (loss) before income taxes (78.8) 46.7 (32.1) Income taxes (14.7) 12.1 (2.6) Net income (loss) $ (64.1) $ 34.6 $ (29.5) |
Schedule of information regarding the geographic areas of entity's operations | Information regarding the geographic areas of our operations is set forth below (in millions) : Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating revenues U.S. $ 420.4 $ 342.1 $ 860.0 $ 865.4 Foreign 165.0 76.9 307.0 199.1 $ 585.4 $ 419.0 $ 1,167.0 $ 1,064.5 |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($)providernetwork$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Sep. 19, 2019USD ($) | May 31, 2017 | |
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 1,896.6 | $ 1,902.9 | |||
Proceeds from the sale of PWI | $ 2.1 | $ 0 | |||
ADESA Auctions | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Number of sites for whole car auctions | network | 70 | ||||
Ranking of largest providers of used vehicle auctions and related services | provider | 2 | ||||
PWI | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Proceeds from the sale of PWI | $ 24.3 | ||||
Deferred payment from sale of PWI | $ 2.2 | ||||
Series A Preferred Stock [Member] | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Series A Preferred Stock par value per share | $ / shares | $ 0.01 | ||||
Series A Preferred Stock shares outstanding | shares | 591,785 | 571,606 | |||
Term Loan B-6 | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 933.4 | $ 938.1 | |||
Senior notes | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 950 | 950 | |||
Senior notes stated interest rate | 5.125% | 5.125% | |||
Credit Agreement | Term Loan B-6 | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 950 | ||||
Credit Agreement | Senior secured revolving credit facility | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 0 | $ 0 | |||
Maximum borrowing capacity | $ 325 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Acquisitions | |||||
Goodwill | $ 2,212.5 | $ 2,212.5 | $ 2,140.2 | ||
Fair value of deferred payments | 1.9 | 1.9 | |||
Fair value of estimated contingent payments | 36.2 | 36.2 | |||
Payments for Contingent Consideration and deferred Acquisition Costs | 21.3 | $ 22.3 | |||
Contingent consideration adjustment | 4.5 | $ 0 | 15.7 | 0 | |
Acquisition of businesses (net of cash acquired) | 79.8 | $ 0 | |||
CarsOnTheWeb | |||||
Acquisitions | |||||
Payments for Contingent Consideration and deferred Acquisition Costs | 21.3 | ||||
Auction Frontier [Member] | |||||
Acquisitions | |||||
Maximum amount of undiscounted contingent payments related to acquisitions | 15 | 15 | |||
Purchase price for the acquired business allocated to intangible assets | 17.9 | 17.9 | |||
Goodwill | 73.8 | 73.8 | |||
Fair value of estimated contingent payments | 12.4 | 12.4 | |||
Acquisition of businesses (net of cash acquired) | 79.8 | ||||
Purchase price for business acquired | 92.2 | 92.2 | |||
Auction Frontier [Member] | Customer relationships | |||||
Acquisitions | |||||
Purchase price for the acquired business allocated to intangible assets | 10 | 10 | |||
Auction Frontier [Member] | Computer software & technology | |||||
Acquisitions | |||||
Purchase price for the acquired business allocated to intangible assets | 7.6 | 7.6 | |||
Auction Frontier [Member] | Tradenames | |||||
Acquisitions | |||||
Purchase price for the acquired business allocated to intangible assets | 0.3 | 0.3 | |||
CarsOnTheWeb & TradeRev {Member} | |||||
Acquisitions | |||||
Maximum amount of undiscounted contingent payments related to acquisitions | $ 47.7 | $ 47.7 |
Stock and Stock-Based Compens_3
Stock and Stock-Based Compensation Plan Summary (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)installment$ / sharesshares | Jun. 30, 2020USD ($) | |
Stock and Stock-Based Compensation Plans | ||||
Stock-based compensation expense (in dollars) | $ 4,500,000 | $ 2,600,000 | $ 9,900,000 | $ 7,600,000 |
Service options | ||||
Stock and Stock-Based Compensation Plans | ||||
Stock-based compensation expense (in dollars) | 300,000 | 0 | 600,000 | 0 |
Market options | ||||
Stock and Stock-Based Compensation Plans | ||||
Stock-based compensation expense (in dollars) | 1,700,000 | 0 | 2,800,000 | 0 |
PRSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
Stock-based compensation expense (in dollars) | 900,000 | 800,000 | 3,100,000 | 2,300,000 |
RSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
Stock-based compensation expense (in dollars) | $ 1,600,000 | $ 1,800,000 | $ 3,400,000 | $ 5,300,000 |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | ||||
Stock and Stock-Based Compensation Plans | ||||
Maximum number of shares to be issued pursuant to awards | shares | 7.3 | 7.3 | ||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | Service options | ||||
Stock and Stock-Based Compensation Plans | ||||
Options granted | shares | 1 | |||
Weighted average exercise price of options granted | $ / shares | $ 16.26 | |||
Term of award | 10 years | |||
Weighted average grant date fair value of options granted | $ / shares | $ 3.96 | |||
Fair value assumption - expected term | 6 years 3 months | |||
Fair value assumption - expected volatility | 36.46% | |||
Fair value assumption - expected dividend yield | 3.80% | |||
Fair value assumption - risk free interest rate | 1.05% | |||
Number of equal annual installments | installment | 4 | |||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | Market options | ||||
Stock and Stock-Based Compensation Plans | ||||
Options granted | shares | 4 | |||
Weighted average exercise price of options granted | $ / shares | $ 16.26 | |||
Term of award | 10 years | |||
Weighted average grant date fair value of options granted | $ / shares | $ 3.90 | |||
Number of equal annual installments | installment | 4 | |||
Percent of options outstanding eligible for exercise | 25.00% | 25.00% | ||
$5 common stock price hurdle | $ 5 | $ 5 | ||
$10 common stock price hurdle | 10 | 10 | ||
$15 common stock price hurdle | 15 | 15 | ||
$20 common stock price hurdle | $ 20 | $ 20 | ||
Consecutive trading day period required for entity's common stock to be at or above a certain amount as part of vesting conditions. | 20 days | |||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
PRSUs and/or RSUs grants | shares | 0.6 | |||
PRSUs and/or RSUs grant date fair value | $ / shares | $ 15.40 | |||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | RSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
Number of equal annual installments | installment | 3 | |||
PRSUs and/or RSUs grants | shares | 0.5 | |||
PRSUs and/or RSUs grant date fair value | $ / shares | $ 13.90 | |||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs - Operating Adjusted EPS | ||||
Stock and Stock-Based Compensation Plans | ||||
PRSUs and/or RSUs grants | shares | 0.4 | |||
Award vesting period | 3 years | |||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs - Operational Goals | ||||
Stock and Stock-Based Compensation Plans | ||||
PRSUs and/or RSUs grants | shares | 0.2 |
Share Repurchase Plan (Details)
Share Repurchase Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Additional disclosures | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Repurchase and retirement of common stock | $ 180.9 | $ 0 | |||
October 2019 Share Repurchase Program | |||||
Additional disclosures | |||||
Stock repurchase program, authorized amount | $ 300 | ||||
Stock repurchase program expiration date | Oct. 30, 2021 | ||||
Stock repurchased and retired during period (in shares) | 5,628,000 | 10,847,800 | 0 | ||
Stock repurchased and retired weighted average price per share | $ 17.77 | $ 16.66 | |||
Repurchase and retirement of common stock | $ 100 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net income (loss) | $ 11.5 | $ (32.3) | $ 62.4 | $ (29.5) |
Series A Preferred Stock dividends | (10.2) | (2.1) | (20.2) | (2.1) |
Net income attributable to participating securities | (0.3) | 0 | (8.8) | 0 |
Net income attributable to common stockholders | $ 1 | $ (34.4) | $ 33.4 | $ (31.6) |
Shares outstanding | ||||
Weighted average common shares outstanding | 122.7 | 129.3 | 125.8 | 129.2 |
Effect of dilutive stock options and restricted stock awards | 0.5 | 0 | 0.6 | 0 |
Weighted average common shares outstanding and potential common shares | 123.2 | 129.3 | 126.4 | 129.2 |
Net income (loss) per share | ||||
Basic | $ 0.01 | $ (0.27) | $ 0.27 | $ (0.24) |
Diluted | $ 0.01 | $ (0.27) | $ 0.26 | $ (0.24) |
Shares attributable to service options excluded from the calculation of diluted net income per share | 0.6 | 0.6 | ||
Securities excluded from calculation of earnings per share amount due to performance conditions not yet satisfied | 1.1 | 1.1 | ||
Stock options outstanding (in shares) | 5.5 | 0.7 | 5.5 | 0.7 |
Finance Receivables and Oblig_3
Finance Receivables and Obligations Collateralized by Finance Receivables (Details) $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021CAD ($) | Dec. 31, 2020USD ($) | |
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Principal amount of receivables | $ 2,108.9 | $ 2,108.9 | $ 1,911 | |||
Principal amount of receivables delinquent | 5.7 | 5.7 | 22.9 | |||
Net credit losses | 3.3 | $ 22 | 4.6 | $ 33.9 | ||
Finance receivables pledged as security | 2,058.3 | 2,058.3 | 1,865.3 | |||
Obligations collateralized by finance receivables, gross | 1,342.3 | 1,342.3 | 1,282.8 | |||
Obligations collateralized by finance receivables | 1,324.2 | 1,324.2 | 1,261.2 | |||
Changes in the Allowance for Credit Losses | ||||||
Balance at beginning of period | 22 | 15 | ||||
Opening balance adjustment for adoption of ASC Topic 326 | 0 | 5 | ||||
Provision for credit losses | 6.6 | 35.9 | ||||
Recoveries | 6.6 | 5 | ||||
Less charge-offs | (11.2) | (38.9) | ||||
Balance at end of period | 24 | 22 | 24 | 22 | ||
Floorplan receivables | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Principal amount of receivables | 2,099.6 | 2,099.6 | 1,892.1 | |||
Principal amount of receivables delinquent | 5.7 | 5.7 | 22.9 | |||
Net credit losses | 3.3 | 22 | 4.6 | 33.9 | ||
Other Loans | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Principal amount of receivables | 9.3 | 9.3 | 18.9 | |||
Principal amount of receivables delinquent | 0 | 0 | 0 | |||
Net credit losses | 0 | $ 0 | 0 | $ 0 | ||
AFC | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Unamortized securitization issuance costs | (18.1) | $ (18.1) | $ (21.6) | |||
AFC | Minimum | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Period to define financing receivables as past due (in days) | 31 days | |||||
AFC Funding Corporation | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Committed liquidity | $ 1,600 | $ 1,600 | ||||
AFC Funding Corporation | Minimum | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Cash reserve as security for obligations of collateralized financing receivables (as a percent) | 1.00% | |||||
Cash reserve as security for obligations of collateralized financing receivables - circumstance two (as a percent) | 3.00% | |||||
AFCI | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Committed liquidity | $ 175 | |||||
AFCI | Minimum | ||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||
Cash reserve as security for obligations of collateralized financing receivables (as a percent) | 1.00% | |||||
Cash reserve as security for obligations of collateralized financing receivables - circumstance two (as a percent) | 3.00% |
Long-Term Debt Summary (Details
Long-Term Debt Summary (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Sep. 19, 2019 | May 31, 2017 | |
Long-Term Debt | ||||
Total debt | $ 1,896.6 | $ 1,902.9 | ||
Unamortized debt issuance costs/discounts | (22.1) | (24.8) | ||
Current portion of long-term debt | (22.7) | (24.3) | ||
Long-term debt | 1,851.8 | 1,853.8 | ||
Term Loan B-6 | ||||
Long-Term Debt | ||||
Total debt | $ 933.4 | 938.1 | ||
Term Loan B-6 | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Variable rate basis | Adjusted LIBOR | |||
Interest rate basis (as a percent) | 2.25% | |||
Revolving Credit Facility | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Variable rate basis | Adjusted LIBOR | |||
Interest rate basis (as a percent) | 1.75% | |||
Senior notes | ||||
Long-Term Debt | ||||
Senior notes stated interest rate | 5.125% | 5.125% | ||
Total debt | $ 950 | 950 | ||
Credit Agreement | Term Loan B-6 | ||||
Long-Term Debt | ||||
Total debt | $ 950 | |||
Credit Agreement | Revolving Credit Facility | ||||
Long-Term Debt | ||||
Total debt | 0 | 0 | ||
European lines of credit | Foreign line of credit | ||||
Long-Term Debt | ||||
Total debt | $ 13.2 | $ 14.8 | ||
European lines of credit | Foreign line of credit | Euribor rate | ||||
Long-Term Debt | ||||
Variable rate basis | Euribor | |||
Interest rate basis (as a percent) | 1.25% |
Credit Facilities (Details)
Credit Facilities (Details) € in Millions, $ in Millions | Sep. 19, 2019USD ($) | Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($) | Jun. 30, 2021EUR (€) | Dec. 31, 2020USD ($) |
Long-Term Debt | |||||
Long-term debt | $ 1,896.6 | $ 1,902.9 | |||
Payments on long-term debt | $ (4.7) | $ (4.7) | |||
Percentage of equity interests of certain of the company's and the Subsidiary Guarantors' domestic subsidiaries pledged under the Credit Facility | 100.00% | ||||
Percentage of equity interests of certain of the company's and the Subsidiary Guarantors' first-tier foreign subsidiaries pledged under the Credit Facility | 65.00% | ||||
Estimated fair value of long-term debt | $ 1,907.5 | ||||
Term Loan B-6 | |||||
Long-Term Debt | |||||
Long-term debt | 933.4 | 938.1 | |||
Letters of credit | |||||
Long-Term Debt | |||||
Maximum borrowing capacity | 50 | ||||
Outstanding letters of credit | 29.7 | 28.5 | |||
Swing line loans | |||||
Long-Term Debt | |||||
Maximum borrowing capacity | 60 | ||||
Senior notes | |||||
Long-Term Debt | |||||
Long-term debt | $ 950 | 950 | |||
Credit Agreement | Term Loan B-6 | |||||
Long-Term Debt | |||||
Long-term debt | $ 950 | ||||
Interest rate of loan (as a percent) | 2.38% | 2.38% | |||
Term of debt instrument | 7 years | ||||
Credit Agreement | Revolving Credit Facility | |||||
Long-Term Debt | |||||
Long-term debt | $ 0 | 0 | |||
Maximum borrowing capacity | $ 325 | ||||
Frequency of commitment fee payment | quarterly | ||||
Amount borrowed | $ 0 | 0 | |||
Term of debt instrument | 5 years | ||||
European lines of credit | Foreign line of credit | |||||
Long-Term Debt | |||||
Long-term debt | 13.2 | $ 14.8 | |||
Maximum borrowing capacity | $ 35.6 | € 30 | |||
Maximum | |||||
Long-Term Debt | |||||
Credit facility consolidated senior secured net leverage ratio | item | 3.5 | ||||
Maximum | Credit Agreement | Revolving Credit Facility | |||||
Long-Term Debt | |||||
Commitment fee on the unused amount of the Revolving Credit Facility (as a percent) | 0.35% | ||||
Minimum | Credit Agreement | Revolving Credit Facility | |||||
Long-Term Debt | |||||
Commitment fee on the unused amount of the Revolving Credit Facility (as a percent) | 0.25% |
Derivatives (Details)
Derivatives (Details) $ in Millions | Jan. 23, 2020USD ($)agreement | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Fixed Interest Rate | 3.69% | 3.69% | ||||
Unrealized gain (loss) on interest rate derivatives, net of tax | $ 0.3 | $ (3.6) | $ 7 | $ (22.6) | ||
January 2020 interest rate swap | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Number of derivative agreements entered | agreement | 3 | |||||
Aggregate notional amount | $ 500 | |||||
Swap derivative weighted average interest rate | 1.44% | |||||
Term of interest rate swaps | 5 years | |||||
Tax impact from unrealized gain (loss) on interest rate derivatives | 0.1 | $ (1.1) | 2.3 | $ (7.3) | ||
Other Liabilities [Member] | Designated as Hedging Instrument [Member] | January 2020 interest rate swap | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Derivative Liability, Fair Value | $ 16.6 | $ 16.6 | $ 25.9 |
Other (Income) Expense, Net (De
Other (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Nonoperating Income (Expense) [Abstract] | ||||
Change in realized and unrealized gains on investment securities | $ 11.7 | $ 0 | $ (48.8) | $ 0 |
Contingent consideration valuation | 4.5 | 0 | 15.7 | 0 |
Foreign currency (gains) losses | 0.4 | 2.7 | 2.5 | 3.1 |
Other | (1.8) | (1.4) | (4.8) | (3.8) |
Other (income) expense, net | 14.8 | $ 1.3 | (35.4) | (0.7) |
Realized (gains) losses on investments | (0.2) | (17.2) | ||
Change in unrealized (gain) loss on investment securities | 11.9 | (31.6) | $ 0 | |
Fair value of investment securities | 39.1 | 39.1 | ||
Investments recorded at cost | $ 21.5 | $ 21.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Change In Legal And Regulatory Proceedings | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation loss | $ (4.5) | $ (13.2) |
Unrealized loss on interest rate derivatives, net of tax | (12.5) | (19.5) |
Accumulated other comprehensive loss | $ (17) | $ (32.7) |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | segment | 2 | ||||
Number of reportable segments | segment | 2 | ||||
Segment Information | |||||
Operating revenues | $ 585.4 | $ 419 | $ 1,167 | $ 1,064.5 | |
Operating expenses | |||||
Cost of services (exclusive of depreciation and amortization) | 333.2 | 235.1 | 663.6 | 629.7 | |
Selling, general and administrative | 140.2 | 112.3 | 289.2 | 274.7 | |
Depreciation and amortization | 45.4 | 46.5 | 92.4 | 94.2 | |
Goodwill and other intangibles impairment | 0 | 29.8 | 0 | 29.8 | |
Total operating expenses | 518.8 | 423.7 | 1,045.2 | 1,028.4 | |
Operating profit (loss) | 66.6 | (4.7) | 121.8 | 36.1 | |
Interest expense | 31.2 | 30.9 | 62.1 | 68.9 | |
Other (income) expense, net | 14.8 | 1.3 | (35.4) | (0.7) | |
Intercompany expense (income) | 0 | 0 | 0 | 0 | |
Income (loss) before income taxes | 20.6 | (36.9) | 95.1 | (32.1) | |
Income taxes | 9.1 | (4.6) | 32.7 | (2.6) | |
Net income (loss) | 11.5 | (32.3) | 62.4 | (29.5) | |
Total assets | 7,118.3 | 6,494 | 7,118.3 | 6,494 | $ 6,798.2 |
Operating Segments | ADESA Auctions | |||||
Segment Information | |||||
Operating revenues | 516.8 | 362.2 | 1,032.6 | 929.2 | |
Operating expenses | |||||
Cost of services (exclusive of depreciation and amortization) | 319.5 | 217.2 | 636.4 | 587.9 | |
Selling, general and administrative | 131.4 | 103.7 | 271.6 | 256.1 | |
Depreciation and amortization | 42.9 | 43.3 | 87.5 | 87.7 | |
Goodwill and other intangibles impairment | 29.8 | 29.8 | |||
Total operating expenses | 493.8 | 394 | 995.5 | 961.5 | |
Operating profit (loss) | 23 | (31.8) | 37.1 | (32.3) | |
Interest expense | 21.8 | 21.7 | 43.4 | 46.1 | |
Other (income) expense, net | 2.9 | 1.3 | (3) | (0.6) | |
Intercompany expense (income) | 0.1 | 0.2 | 0.2 | 1 | |
Income (loss) before income taxes | (1.8) | (55) | (3.5) | (78.8) | |
Income taxes | 3.4 | (9.5) | 7.5 | (14.7) | |
Net income (loss) | (5.2) | (45.5) | (11) | (64.1) | |
Total assets | 4,627.3 | 4,518.9 | 4,627.3 | 4,518.9 | |
Operating Segments | AFC | |||||
Segment Information | |||||
Operating revenues | 68.6 | 56.8 | 134.4 | 135.3 | |
Operating expenses | |||||
Cost of services (exclusive of depreciation and amortization) | 13.7 | 17.9 | 27.2 | 41.8 | |
Selling, general and administrative | 8.8 | 8.6 | 17.6 | 18.6 | |
Depreciation and amortization | 2.5 | 3.2 | 4.9 | 6.5 | |
Goodwill and other intangibles impairment | 0 | 0 | |||
Total operating expenses | 25 | 29.7 | 49.7 | 66.9 | |
Operating profit (loss) | 43.6 | 27.1 | 84.7 | 68.4 | |
Interest expense | 9.4 | 9.2 | 18.7 | 22.8 | |
Other (income) expense, net | 11.9 | 0 | (32.4) | (0.1) | |
Intercompany expense (income) | (0.1) | (0.2) | (0.2) | (1) | |
Income (loss) before income taxes | 22.4 | 18.1 | 98.6 | 46.7 | |
Income taxes | 5.7 | 4.9 | 25.2 | 12.1 | |
Net income (loss) | 16.7 | 13.2 | 73.4 | 34.6 | |
Total assets | $ 2,491 | $ 1,975.1 | $ 2,491 | $ 1,975.1 |
Segment Information (Details 2)
Segment Information (Details 2) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Geographic Information | ||||
Operating revenues | $ 585.4 | $ 419 | $ 1,167 | $ 1,064.5 |
U.S. | ||||
Geographic Information | ||||
Operating revenues | $ 420.4 | $ 342.1 | $ 860 | $ 865.4 |
Foreign | ||||
Geographic Information | ||||
Percent of foreign revenue from Canada | 56.00% | 63.00% | 54.00% | 59.00% |
Operating revenues | $ 165 | $ 76.9 | $ 307 | $ 199.1 |