Document and Entity Information
Document and Entity Information Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | ||||
Document type | 10-K | |||
Document annual report | true | |||
Document period end date | Dec. 31, 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 | |||
Well-known seasoned issuer | Yes | |||
Entity voluntary filers | No | |||
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 | |||
ICFR auditor attestation flag | true | |||
Entity shell company | false | |||
Entity public float | $ 2,062,559,205 | |||
Entity common stock, shares outstanding | 121,181,034 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Current fiscal year end date | --12-31 | |||
Entity central index key | 0001395942 | |||
Document fiscal year focus | 2021 | |||
Document fiscal period focus | FY | |||
Amendment flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Indianapolis, IN |
Auditor Firm ID | 185 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating revenues | |||
Auction fees | $ 877.8 | $ 887.7 | $ 1,115.3 |
Service revenue | 707.2 | 737.4 | 1,018.2 |
Purchased vehicle sales | 377.4 | 295 | 295.5 |
Finance-related revenue | 289.2 | 267.6 | 352.9 |
Total operating revenues | 2,251.6 | 2,187.7 | 2,781.9 |
Operating expenses | |||
Cost of services (exclusive of depreciation and amortization) | 1,299.9 | 1,284.8 | 1,617.1 |
Selling, general and administrative | 558.1 | 545.4 | 662 |
Depreciation and amortization | 183 | 191.3 | 188.7 |
Goodwill and other intangibles impairment | 0 | 29.8 | 0 |
Total operating expenses | 2,041 | 2,051.3 | 2,467.8 |
Operating profit | 210.6 | 136.4 | 314.1 |
Interest expense | 126.6 | 128.9 | 189.5 |
Other (income) expense, net | (17.5) | 2.1 | (7.7) |
Loss on extinguishment of debt | 0 | 0 | 2.2 |
Income (loss) from continuing operations before income taxes | 101.5 | 5.4 | 130.1 |
Income taxes | 35 | 4.9 | 37.7 |
Income from continuing operations | 66.5 | 0.5 | 92.4 |
Income from discontinued operations, net of income taxes | 0 | 0 | 96.1 |
Net income | $ 66.5 | $ 0.5 | $ 188.5 |
Net income (loss) per share - basic | |||
Income (loss) from continuing operations | $ 0.16 | $ (0.16) | $ 0.70 |
Income from discontinued operations | 0 | 0 | 0.73 |
Net income (loss) | 0.16 | (0.16) | 1.43 |
Net income (loss) per share - diluted | |||
Income (loss) from continuing operations | 0.16 | (0.16) | 0.70 |
Income from discontinued operations | 0 | 0 | 0.72 |
Net income (loss) | 0.16 | (0.16) | 1.42 |
Dividends declared per common share | $ 0 | $ 0.19 | $ 1.08 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income | $ 66.5 | $ 0.5 | $ 188.5 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation gain (loss) | (5.8) | 17.8 | 19.9 |
Unrealized gain (loss) on interest rate derivatives, net of tax | 13.8 | (19.5) | 0 |
Total other comprehensive income (loss), net of tax | 8 | (1.7) | 19.9 |
Comprehensive income (loss) | $ 74.5 | $ (1.2) | $ 208.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 190 | $ 752.1 |
Restricted cash | 25.8 | 60.2 |
Trade receivables, net of allowances of $14.2 and $12.1 | 527 | 367.2 |
Finance receivables, net of allowances of $23.0 and $22.0 | 2,506 | 1,889 |
Other current assets | 109.5 | 106.7 |
Total current assets | 3,358.3 | 3,175.2 |
Other assets | ||
Goodwill | 2,578.4 | 2,140.2 |
Customer relationships, net of accumulated amortization of $708.7 and $668.6 | 243.3 | 211.3 |
Other intangible assets, net of accumulated amortization of $450.0 and $362.0 | 275.9 | 290.2 |
Operating lease right-of-use assets | 325.7 | 350.6 |
Property and equipment, net of accumulated depreciation of $602.1 and $596.4 | 579.2 | 589.9 |
Other assets | 56.4 | 40.8 |
Total other assets | 4,058.9 | 3,623 |
Total assets | 7,417.2 | 6,798.2 |
Current liabilities | ||
Accounts payable | 1,023.5 | 688.9 |
Accrued employee benefits and compensation expenses | 59.6 | 81.3 |
Accrued interest | 6.1 | 6.5 |
Other accrued expenses | 169.9 | 185.2 |
Income taxes payable | 8.1 | 3.2 |
Obligations collateralized by finance receivables | 1,692.3 | 1,261.2 |
Current maturities of long-term debt | 16.3 | 24.3 |
Total current liabilities | 2,975.8 | 2,250.6 |
Non-current liabilities | ||
Long-term debt | 1,849.7 | 1,853.8 |
Deferred income tax liabilities | 138.4 | 128.6 |
Operating lease liabilities | 317.1 | 344.2 |
Other liabilities | 32.3 | 55.4 |
Total non-current liabilities | 2,337.5 | 2,382 |
Commitments and contingencies (Note 19) | ||
Temporary equity | ||
Series A convertible preferred stock (Note 15) | 590.9 | 549.8 |
Stockholders' equity | ||
Common stock, $0.01 par value: Authorized shares: 400,000,000; Issued and outstanding shares: 121,163,050 (2021) 129,700,156 (2020) | 1.2 | 1.3 |
Additional paid-in capital | 910.8 | 1,046.5 |
Retained earnings | 625.7 | 600.7 |
Accumulated other comprehensive loss | (24.7) | (32.7) |
Total stockholders' equity | 1,513 | 1,615.8 |
Total liabilities, temporary equity and stockholders' equity | $ 7,417.2 | $ 6,798.2 |
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, 2018 | $ 1,464.2 | $ 1.3 | $ 1,131.9 | $ 392.3 | $ (61.3) | ||
Beginning balance (in shares) at Dec. 31, 2018 | 132,900,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 188.5 | 188.5 | |||||
Other comprehensive income (loss) | 19.9 | 19.9 | |||||
Issuance of common stock under stock plans | 4.3 | 4.3 | |||||
Issuance of common stock under stock plans (in shares) | 900,000 | ||||||
Surrender of RSUs for taxes | (10.8) | (10.8) | |||||
Surrender of RSUs for taxes (in shares) | (200,000) | ||||||
Stock-based compensation expense | 21.4 | 21.4 | |||||
Repurchase and retirement of common stock | (119.7) | (119.7) | |||||
Repurchase and retirement of common stock (in shares) | (4,800,000) | ||||||
Distribution of IAA | 223.6 | 213.2 | 10.4 | ||||
Dividends earned under stock plans | 0 | 1.8 | (1.8) | ||||
Cash dividends declared to stockholders | (142.3) | (142.3) | |||||
Ending balance at Dec. 31, 2019 | $ 1,650.2 | $ 1.1 | $ 1.3 | 1,028.9 | 651 | $ 1.1 | (31) |
Ending balance (in shares) at Dec. 31, 2019 | 128,800,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Cash dividends declared to stockholders (in dollars per share) | $ 1.08 | ||||||
Net income | $ 0.5 | 0.5 | |||||
Other comprehensive income (loss) | (1.7) | (1.7) | |||||
Issuance of common stock under stock plans | 2.1 | 2.1 | |||||
Issuance of common stock under stock plans (in shares) | 800,000 | ||||||
Issuance of common stock - private placement | 15 | 15 | |||||
Issuance of common stock - private placement (in shares) | 900,000 | ||||||
Surrender of RSUs for taxes | (4) | (4) | |||||
Surrender of RSUs for taxes (in shares) | (200,000) | ||||||
Stock-based compensation expense | 14 | 14 | |||||
Repurchase and retirement of common stock | (10.2) | (10.2) | |||||
Repurchase and retirement of common stock (in shares) | (600,000) | ||||||
Dividends earned under stock plans | (0.2) | 0.7 | (0.9) | ||||
Cash dividends declared to stockholders | (24.5) | (24.5) | |||||
Dividends on preferred stock | (21.6) | (21.6) | |||||
Ending balance at Dec. 31, 2020 | $ 1,615.8 | $ (3.8) | $ 1.3 | 1,046.5 | 600.7 | $ (3.8) | (32.7) |
Ending balance (in shares) at Dec. 31, 2020 | 129,700,156 | 129,700,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Cash dividends declared to stockholders (in dollars per share) | $ 0.19 | ||||||
Net income | $ 66.5 | 66.5 | |||||
Other comprehensive income (loss) | 8 | 8 | |||||
Issuance of common stock under stock plans | 1.5 | 1.5 | |||||
Issuance of common stock under stock plans (in shares) | 500,000 | ||||||
Issuance of common stock - private placement | 30 | 30 | |||||
Issuance of common stock - private placement (in shares) | 2,000,000 | ||||||
Surrender of RSUs for taxes | (2.2) | (2.2) | |||||
Surrender of RSUs for taxes (in shares) | (200,000) | ||||||
Stock-based compensation expense | 15.6 | 15.6 | |||||
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) | ||||
Dividends on preferred stock | (41.1) | (41.1) | |||||
Ending balance at Dec. 31, 2021 | $ 1,513 | $ 1.2 | $ 910.8 | $ 625.7 | $ (24.7) | ||
Ending balance (in shares) at Dec. 31, 2021 | 121,163,050 | 121,200,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Cash dividends declared to stockholders (in dollars per share) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income | $ 66.5 | $ 0.5 | $ 188.5 |
Net income from discontinued operations | 0 | 0 | (96.1) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 183 | 191.3 | 188.7 |
Provision for credit losses | 8.8 | 43.8 | 40.1 |
Deferred income taxes | 7.8 | (7.2) | (3.3) |
Amortization of debt issuance costs | 12.1 | 11.7 | 12.2 |
Stock-based compensation | 15.6 | 14 | 19.6 |
Contingent consideration adjustment | 24.3 | 4.7 | 0 |
Net decrease in unrealized gain on investment securities | (1.4) | 0 | 0 |
Goodwill and other intangibles impairment | 0 | 29.8 | 0 |
Loss on extinguishment of debt | 0 | 0 | 2.2 |
Other non-cash, net | (1.9) | 5 | 12.1 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Trade receivables and other assets | (94.1) | 117.9 | (3) |
Accounts payable and accrued expenses | 192.5 | (27.1) | 19.8 |
Net cash provided by operating activities - continuing operations | 413.2 | 384.4 | 380.8 |
Net cash provided by operating activities - discontinued operations | 0 | 0 | 161.2 |
Investing activities | |||
Net (increase) decrease in finance receivables held for investment | (618.6) | 170.6 | (132.7) |
Acquisition of businesses (net of cash acquired) | (521.8) | (421) | (120.7) |
Purchases of property, equipment and computer software | (108.5) | (101.4) | (161.6) |
Investments in securities | (22.5) | 0 | 0 |
Proceeds from Sale of Investments | 38.5 | 0 | 0 |
Proceeds from the sale of PWI | 2.2 | 24.3 | 0 |
Proceeds from the sale of property and equipment | 12.1 | 0.9 | 0 |
Net cash used by investing activities - continuing operations | (1,218.6) | (326.6) | (415) |
Net cash used by investing activities - discontinued operations | 0 | 0 | (37.4) |
Financing activities | |||
Net increase (decrease) in book overdrafts | 3.3 | (6.9) | (4.7) |
Net (decrease) increase in borrowings from lines of credit | (8) | (14) | 19.3 |
Net increase (decrease) in obligations collateralized by finance receivables | 424.4 | (191.1) | 3.8 |
Proceeds from issuance of Series A Preferred Stock | 0 | 550.1 | 0 |
Payments for issuance costs of Series A Preferred Stock | 0 | (21.9) | 0 |
Proceeds from long-term debt | 0 | 0 | 947.6 |
Payments for debt issuance costs/amendments | (0.6) | (18.5) | (14.1) |
Payments on long-term debt | (9.5) | (9.5) | (1,749) |
Payments on finance leases | (10.5) | (16.1) | (15.9) |
Payments of contingent consideration and deferred acquisition costs | (37.1) | (31.2) | (9.4) |
Issuance of common stock under stock plans | 1.5 | 2.1 | 4.3 |
Issuance of common stock - private placement | 30 | 15 | 0 |
Tax withholding payments for vested RSUs | (2.2) | (4) | (10.8) |
Repurchase and retirement of common stock | (180.9) | (10.2) | (119.7) |
Dividends paid to stockholders | 0 | (49) | (164.3) |
Cash transferred to IAA | 0 | 0 | (50.9) |
Net cash provided by (used by) financing activities - continuing operations | 210.4 | 194.8 | (1,163.8) |
Net cash provided by financing activities - discontinued operations | 0 | 0 | 1,317.6 |
Effect of exchange rate changes on cash | (1.5) | (1.2) | 12.8 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (596.5) | 251.4 | 256.2 |
Cash, cash equivalents and restricted cash at beginning of period | 812.3 | 560.9 | 304.7 |
Cash paid for interest, net of proceeds from interest rate derivatives | 112.7 | 116.6 | 170 |
Cash paid for taxes, net of refunds | 26 | 16.6 | 37.8 |
Cash, cash equivalents and restricted cash at end of period | 215.8 | 812.3 | 560.9 |
Discontinued Operations | |||
Cash paid for taxes, net of refunds | $ 0 | $ 0 | $ 41.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 14.2 | $ 12.1 |
Finance receivables allowances | 23 | 22 |
Finite-Lived Intangible Assets, Accumulated Amortization | 708.7 | 668.6 |
Other Intangible Assets Accumulated Amortization | 450 | 362 |
Property, Plant and Equipment Accumulated Depreciation | $ 602.1 | $ 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, Outstanding | 121,163,050 | 129,700,156 |
Common Stock, Shares, Issued | 121,163,050 | 129,700,156 |
Organization and Other Matters
Organization and Other Matters | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Other Matters | Organization and Other Matters KAR Auction Services, Inc., doing business as KAR Global, was organized in the State of Delaware on November 9, 2006. The KAR group of companies is comprised of ADESA, Inc., Automotive Finance Corporation and additional business units. 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"), BacklotCars, Inc. ("BacklotCars"), CARWAVE Holdings LLC ("CARWAVE"), Nth Gen Software Inc. ("TradeRev"), 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"). See Note 4; • "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 December 31, 2021); • "Series A Preferred Stock" refers to the Series A Convertible Preferred Stock, par value $0.01 per share (612,676 and 571,606 shares of Series A Preferred Stock were outstanding at December 31, 2021 and 2020, respectively); • "Term Loan B-4" refers to the senior secured term loan B-4 facility, the terms of which are set forth in the Credit Agreement; • "Term Loan B-5" refers to the senior secured term loan B-5 facility, the terms of which are set forth in the Credit Agreement; and • "2017 Revolving Credit Facility" refers to the $350 million senior secured revolving credit facility existing under the Credit Agreement prior to September 19, 2019. 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 December 31, 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, CARWAVE, an online dealer-to-dealer marketplace 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 through approximately 100 locations throughout the United States and Canada as of December 31, 2021. Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, BacklotCars, CARWAVE, 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. The sale was completed on December 1, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of KAR Auction Services and all of its majority owned subsidiaries. Significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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. Business Segments Our operations are grouped into two operating segments: ADESA Auctions and AFC. The two operating segments also serve as our reportable business segments. Operations are measured through detailed budgeting and monitoring of contributions to consolidated income by each business segment. Derivative Instruments and Hedging Activity We recognize all derivative financial instruments in the consolidated financial statements at fair value in accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging . We currently use interest rate swaps that are designated and qualify as cash flow hedges to manage the variability of cash flows to be paid due to interest rate movements on our variable rate debt. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks. The fair value of the derivatives is recorded in "Other liabilities" on the consolidated balance sheet. Changes in the fair value of the interest rate derivatives designated as cash flow hedges are recorded as a component of "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. Foreign Currency Translation The local currency is the functional currency for each of our foreign entities. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at average exchange rates in effect during the year. Assets and liabilities of foreign operations are translated using the exchange rates in effect at year end. Foreign currency transaction gains and losses are included in the consolidated statements of income within "Other (income) expense, net" and resulted in a loss of $3.8 million for the year ended December 31, 2021, a loss of $4.9 million for the year ended December 31, 2020 and a gain of $0.7 million for the year ended December 31, 2019. Adjustments arising from the translation of net assets located outside the U.S. (gains and losses) are shown as a component of "Accumulated other comprehensive income." Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. These investments are valued at cost, which approximates fair value. Restricted Cash AFC Funding Corporation, a wholly-owned, bankruptcy remote, consolidated, special purpose subsidiary of AFC, is required to maintain a minimum cash reserve of 1 or 3 percent of total receivables sold to the group of bank purchasers as security for the receivables sold. Automotive Finance Canada Inc. ("AFCI") is also required to maintain a minimum cash reserve of 1 or 3 percent of total receivables sold to its securitization facilities. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreements. Such reserves are presented as "Restricted cash" on the consolidated balance sheets. Receivables Trade receivables include the unremitted purchase price of vehicles purchased by third parties at the auctions, fees to be collected from those buyers and amounts due for services provided by us related to certain consigned vehicles in our possession. The amounts due with respect to the consigned vehicles are generally deducted from the sales proceeds upon the eventual auction or other disposition of the related vehicles. Finance receivables include floorplan receivables created by financing dealer purchases of vehicles in exchange for a security interest in those vehicles and special purpose loans. Floorplan receivables become due at the earlier of the dealer subsequently selling the vehicle or a predetermined time period (generally 30 to 90 days). Special purpose loans relate to loans that are either line of credit loans or working capital loans that can be either secured or unsecured based on the facts and circumstances of the specific loans. Due to the nature of our business, substantially all trade and finance receivables are due from vehicle dealers and commercial sellers. We have possession of vehicles or vehicle titles collateralizing a significant portion of the trade and finance receivables. Trade receivables are reported net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on management's evaluation of the receivables under current conditions, the aging of the receivables, review of specific collection issues and such other factors which in management's judgment deserve recognition in estimating losses. We also maintain an allowance for credit losses for estimated losses resulting from the inability of customers to make required payments. AFC’s finance receivables represent revolving line of credit arrangements extended to used car dealers and are secured by collateral which is a key credit quality indicator monitored by the Company. Delinquencies and losses are monitored on an ongoing basis and this historical experience provides the primary basis for estimating the allowance which is estimated using a loss-rate method. We estimate the allowance for credit losses using a methodology that first considers historical loss rates calculated using recorded charge-offs and recoveries over a historical period as well as identified potential loss events as the primary quantitative factors. The allowance for credit losses is also based on management's evaluation of the receivables portfolio under current economic conditions, the size of the portfolio, overall portfolio credit quality, review of specific collection matters and such other factors which, in management's judgment, deserve recognition in estimating losses. Specific collection matters can be impacted by the outcome of negotiations, litigation and bankruptcy proceedings with individual customers. AFC controls credit risk through credit approvals, credit limits, underwriting and collateral management monitoring procedures, including lot audits and holding vehicle titles where permitted. The estimates are based on management’s evaluation of many factors, including AFC’s historical credit loss experience, the value of the underlying collateral, delinquency trends and economic conditions. The estimates are based on information available as of each reporting date and reflect the expected credit losses over the entire expected term of the receivables. Actual losses may differ from the original estimates due to actual results varying from those assumed in our estimates. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update changed the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted Topic 326 in the first quarter of 2020 and the change in methodology for measuring credit losses resulted in an increase in the allowance for credit losses of approximately $5.0 million. The cumulative effect of this change was recognized, net of tax, as a $3.8 million adjustment to retained earnings on January 1, 2020. Other Current Assets Other current assets consist of inventories, prepaid expenses, taxes receivable and other miscellaneous assets. The inventories, which consist of vehicles, supplies and parts, are accounted for on the specific identification method and are stated at the lower of cost or net realizable value. Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets of businesses acquired. Goodwill is tested for impairment annually in the second quarter, or more frequently as impairment indicators arise. ASC 350, Intangibles—Goodwill and Other , permits an entity to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before applying the goodwill impairment model. If it is determined through the qualitative assessment that a reporting unit's fair value is more likely than not greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. Under the quantitative assessment for goodwill impairment, the fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the fair value of that goodwill, not to exceed the carrying amount of goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. Customer Relationships and Other Intangible Assets Customer relationships are amortized on a straight-line basis over the life determined at the time of acquisition. Other intangible assets generally consist of tradenames, computer software and non-compete agreements, which if amortized, are amortized using the straight-line method over their estimated useful lives. Tradenames with indefinite lives are not amortized. Costs incurred related to software developed or obtained for internal use are capitalized during the application development stage of software development and amortized over their estimated useful lives. The non-compete agreements are amortized over the life of the agreements. The amortization periods of finite-lived intangible assets are re-evaluated periodically when facts and circumstances indicate that revised estimates of useful lives may be warranted. Indefinite-lived tradenames are assessed for impairment, in accordance with ASC 350, annually in the second quarter or more frequently as impairment indicators arise. At the end of each assessment, a determination is made as to whether the tradenames still have an indefinite life. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method at rates intended to depreciate the costs of assets over their estimated useful lives. Upon retirement or sale of property and equipment, the cost of the disposed assets and related accumulated depreciation is removed from the accounts and any resulting gain or loss is credited or charged to selling, general and administrative expenses. Expenditures for normal repairs and maintenance are charged to expense as incurred. Additions and expenditures for improving or rebuilding existing assets that extend the useful life are capitalized. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured. Unamortized Debt Issuance Costs Debt issuance costs reflect the expenditures incurred in conjunction with term loan debt, the revolving credit facility, the senior notes and the U.S. and Canadian receivables purchase agreements. The debt issuance costs are being amortized to interest expense using the effective interest method or the straight-line method, as applicable, over the lives of the related debt issues. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability. Other Assets Other assets consist of investments, deposits, notes receivable, foreign deferred taxes and other long-term assets. Long-Lived Assets Management reviews our property and equipment, customer relationships and other intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The determination includes evaluation of factors such as current market value, future asset utilization, business climate and future cash flows expected to result from the use of the related assets. If the carrying amount of a long-lived asset exceeds the total amount of the estimated undiscounted future cash flows from that asset, a loss is recognized in the period to the extent that the carrying amount exceeds the fair value of the asset. The impairment analysis is based on our current business strategy, expected growth rates and estimated future economic and regulatory conditions. Leases In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) , which replaces the existing lease guidance in Topic 840. The ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use ("ROU") assets and corresponding lease liabilities on the balance sheet, with an exception for leases that meet the definition of a short-term lease. The new guidance continues to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We adopted Topic 842 in the first quarter of 2019 and as permitted by ASU 2018-11, Leases (Topic 842): Targeted Improvements , we applied the new standard at the adoption date and recognized the cumulative-effect of initially applying the new standard as an increase of $1.1 million to the opening balance of retained earnings. The cumulative-effect adjustment related to the derecognition of existing fixed assets for which we were determined to be the accounting owner under Topic 840 and related liabilities associated with certain sale leaseback transactions in build-to-suit arrangements that did not qualify for sale accounting under Topic 840. Depreciation related to these fixed assets was recorded consistently with owned property and equipment in depreciation expense. In accordance with Topic 842, the lease agreements associated with the derecognized fixed assets and related liabilities generated ROU assets and lease liabilities that will be amortized to lease expense over the lease term. In addition, we recognized additional operating liabilities for continuing operations of approximately $342 million with related ROU assets of approximately $314 million based on the present value of the remaining minimum rental payments for existing operating leases. We determine if an arrangement is a lease at inception. Operating leases are included in "Operating lease right-of-use assets," "Other accrued expenses" and "Operating lease liabilities" in our consolidated balance sheets. Finance leases are included in "Property and equipment, net," "Other accrued expenses" and "Other liabilities" in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. Accounts Payable Accounts payable include amounts due sellers from the proceeds of the sale of their consigned vehicles less any fees, as well as trade payables and outstanding checks to sellers and vendors. Book overdrafts, representing outstanding checks in excess of funds on deposit, are recorded in "Accounts payable" and amounted to $85.1 million and $81.8 million at December 31, 2021 and 2020, respectively. Self-Insurance Reserves We self-insure our employee medical benefits, as well as a portion of our automobile, general liability and workers' compensation claims. We have insurance coverage that limits the exposure on individual claims. The cost of the insurance is expensed over the contract periods. We record an accrual for the claims related to our employee medical benefits, automobile, general liability and workers' compensation claims based upon the expected amount of all such claims. Accrued medical benefits and workers' compensation expenses are included in "Accrued employee benefits and compensation expenses" while accrued automobile and general liability expenses are included in "Other accrued expenses." Environmental Liabilities Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress, or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in "Other accrued expenses" at undiscounted amounts and exclude claims for recoveries from insurance or other third parties. Temporary Equity The Company records shares of convertible preferred stock at their respective fair values on the date of issuance, net of issuance costs. The convertible preferred stock is recorded outside of stockholders' equity on the consolidated balance sheet because the shares contain liquidation features that are not solely within the Company's control. The Company has elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. See Note 15 for a discussion of the convertible preferred stock. Revenue Recognition The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers , except for AFC interest and fee income, which is described under AFC below. Revenue is recognized when control of the promised goods or services are transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates its revenues from contracts with customers. In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. Performance obligations that are not distinct at contract inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation. The Company then determines how the goods or services are transferred to the customer in order to determine the timing of revenue recognition. There were no material contract assets, contract liabilities or deferred contract costs recorded on the consolidated balance sheet as of December 31, 2021. For each of our primary revenue streams, cash flows are consistent with the timing of revenue recognition. For the year ended December 31, 2021, revenue recognized from performance obligations related to prior periods was not material. Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less and contracts where revenue is recognized as invoiced, is not material. ADESA The performance obligation contained within the ADESA auction contracts for sellers is facilitating the remarketing of vehicles, including titling, administration and sale at auction. The remarketing performance obligation is satisfied at the point in time the vehicle is sold through the auction process. The ADESA ancillary services contracts include services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification and collateral recovery services. The performance obligations related to these services are subject to separate contracts and are satisfied at the point in time the services are completed. Contracts with buyers are generally established via purchase at auction, subject to standard terms and conditions. These contracts contain a single performance obligation, which is satisfied at a point in time when the vehicle is purchased through the auction process. Most of the vehicles that are sold through auctions are consigned to ADESA by the seller and held at ADESA’s facilities or third-party locations. ADESA does not take title to these consigned vehicles and records only its auction fees as revenue ("Auction fees" in the consolidated statement of income) because it has no influence on the vehicle auction selling price agreed to by the seller and the buyer at the auction. ADESA does not record the gross selling price of the consigned vehicles sold at auction as revenue. Our buyer fees are typically based on a tiered structure with fees increasing with the sale price of the vehicle, while seller fees are typically fixed. ADESA generally enforces its rights to payment for seller transactions through net settlement provisions following the sale of a vehicle. ADESA services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification and collateral recovery services are generally recognized at the time of service ("Service revenue" in the consolidated statement of income). ADESA also sells vehicles that have been purchased, which represent approximately 1% of total vehicles sold. For these types of sales, ADESA does record the gross selling price of purchased vehicles sold at auction as revenue ("Purchased vehicle sales" in the consolidated statement of income) and the gross purchase price of the vehicles as "Cost of services." AFC AFC's revenue ("Finance-related revenue" in the consolidated statement of income) is comprised of interest and fee income, provision for credit losses and other revenues associated with our finance receivables, as well as warranty contract revenue prior to 2021. The following table summarizes the primary components of AFC's finance-related revenue: Year Ended December 31, AFC Revenue (in millions) 2021 2020 2019 Interest and fee income $ 284.1 $ 266.1 $ 342.1 Other revenue 8.6 8.7 10.9 Provision for credit losses (3.5) (38.6) (35.3) Warranty contract revenue — 31.4 35.2 $ 289.2 $ 267.6 $ 352.9 Interest and fee income Revenues associated with interest and fee income are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs, and therefore are not subject to evaluation under Topic 606. Interest on finance receivables is recognized based on the number of days the vehicle remains financed. AFC ceases recognition of interest on finance receivables when the loans become delinquent, which is generally 31 days past due. Dealers are also charged a fee to floorplan a vehicle ("floorplan fee"), to extend the terms of the receivable ("curtailment fee") and a document processing fee. AFC fee income including floorplan and curtailment fees is recognized over the estimated life of the finance receivable. Other revenue Other revenue includes lot check fees, filing fees, lien holder payoff services and other related program fees, each of which are charged to and collected from AFC's customers. Warranty contract revenue Warranty contract revenue represents the revenue generated by Preferred Warranties, Inc. PWI receives advance payments for vehicle service contracts and unearned revenue is deferred and recognized over the terms of the contracts utilizing a historical earnings curve. PWI was sold on December 1, 2020. Income Taxes We file federal, state and foreign income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes . The provision for income taxes includes federal, foreign, state and local income taxes payable, as well as deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable amounts in periods in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Net Income (Loss) from Continuing Operations per Share Prior to 2020, basic net income from continuing operations per share was computed by dividing net income from continuing operations by the weighted average common shares outstanding during the year. Diluted net income from continuing operations per share represents net income from continuing operations divided by the sum of the weighted average common shares outstanding plus potential dilutive instruments related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income from continuing operations 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. Stock options that would have an anti-dilutive effect on net income from continuing operations per diluted share, unexercisable market options and performance-based restricted stock units ("PRSUs") subject to performance conditions which have not yet been satisfied are excluded from the calculations. Beginning in 2020, the Company also includes participating securities (Series A Preferred Stock) in the computation of net income (loss) from continuing operations per share pursuant to the two-class method. The two-class method of calculating net income (loss) from continuing operations 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 from continuing operations in determining net income (loss) attributable to common stockholders. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718, Compensation—Stock Compensation . We recognize all stock-based compensation as expense in the financial statements over the vesting period and that cost is measured as the fair value of the award at the grant date for equity-classified awards. We also recognize the impact of forfeitures as they occur and excess tax benefits and tax deficiencies related to employee stock-based compensation within income tax expense. 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. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2021 Acquisitions CARWAVE Holdings LLC In October 2021, ADESA acquired CARWAVE Holdings LLC (“CARWAVE”). CARWAVE is an online dealer-to-dealer marketplace featuring certified mechanical inspections, buyer guarantees and a 24/7, direct offer trading format with live auctions. The acquisition is expected to build on KAR’s growth in the dealer-to-dealer space, enhance KAR’s position in the highly fragmented wholesale used vehicle market and accelerate the Company’s overall transformation to a digital marketplace company. The purchased assets included accounts receivable, other current assets, property and equipment, software, customer relationships and tradenames. Financial results for CARWAVE have been included in our consolidated financial statements from the date of acquisition. The purchase price for CARWAVE, net of cash acquired, was approximately $442.0 million. The acquired assets and assumed liabilities of CARWAVE were recorded at fair value, including $67.5 million to intangible assets, representing the fair value of acquired customer relationships of $62.5 million, software of $4.6 million and tradenames of $0.4 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, estimated customer attrition rates and estimated royalty and license rates. The acquisition resulted in $373.4 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 most 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 year ended December 31, 2021. Acquisition costs are included in the consolidated statement of income within "Selling, general and administrative." Auction Frontier, LLC 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 (based on Level 3 inputs). 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. A probability model, based on the expected retention of significant customers, was used to value the estimated contingent consideration. The acquisition resulted in $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 year ended December 31, 2021. Acquisition costs are included in the consolidated statement of income within "Selling, general and administrative." Deferred and Contingent Payments Related to Prior Year Acquisitions Some of the purchase agreements related to prior year acquisitions included additional payments over a specified period, including deferred and contingent payments based on certain conditions and performance. At December 31, 2021, we had estimated contingent consideration with a fair value and maximum potential payment of approximately $30.6 million (based on Level 3 inputs), which is reported in "Other accrued expenses" in the accompanying consolidated balance sheet. For the year ended December 31, 2021, we made contingent consideration and deferred acquisition payments related to the CarsOnTheWeb and TradeRev acquisitions of $37.1 million. For the year ended December 31, 2021 adjustments to estimated contingent consideration associated with the CarsOnTheWeb and TradeRev acquisitions increased contingent consideration and impacted "Other (income) expense, net" by approximately $24.3 million in the aggregate. 2020 Acquisition In November 2020, ADESA completed the acquisition of BacklotCars for approximately $421.0 million, net of cash acquired. BacklotCars is an app and web-based dealer-to-dealer wholesale platform featuring a 24/7 “bid-ask” marketplace offering vehicles with comprehensive inspections performed by automobile mechanics. The acquisition is expected to further diversify the Company's broad portfolio of digital capabilities and accelerate the Company’s strategy to be a leading digital dealer-to-dealer marketplace provider. The purchased assets included accounts receivable, property and equipment, software, customer relationships and tradenames. Financial results for BacklotCars have been included in our consolidated financial statements from the date of acquisition. In addition, as part of the acquisition of BacklotCars, we assumed line-of-credit debt of approximately $9.5 million which was paid off in the fourth quarter of 2020. The acquired assets and assumed liabilities of BacklotCars were recorded at fair value, including $78.8 million to intangible assets, representing the fair value of acquired customer relationships of $66.4 million, software of $8.3 million and tradenames of $4.1 million, which are being amortized over their expected useful lives. The multi-period 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 rates. The acquisition resulted in $354.8 million of goodwill. The goodwill is recorded in the ADESA Auctions reportable segment. The financial impact of this acquisition, including pro forma financial results, was immaterial to the Company's consolidated results for the year ended December 31, 2020. Acquisition costs are included in the consolidated statement of income within "Selling, general and administrative." 2019 Acquisitions In January 2019, the Company completed the acquisition of Dent-ology. Dent-ology enhances our mobile reconditioning capabilities and bolsters our offerings to include wheel repair and hail catastrophe response services. In January 2019, the Company completed the acquisition of CarsOnTheWeb. COTW is an online auction company serving the wholesale vehicle sector in Continental Europe that seamlessly connects OEMs, fleet owners, wholesalers and dealers. The acquisition advances KAR's international strategy and extends its strong North American and U.K.-based portfolio of on-premise, online and digital auction marketplaces. Certain of the purchase agreements included additional payments over a specified period contingent on certain terms, conditions and performance. The purchased assets included accounts receivable, inventory, property and equipment, customer relationships, tradenames and software. Financial results for each acquisition have been included in our consolidated financial statements from the date of acquisition. The aggregate purchase price for the businesses acquired in 2019, net of cash acquired, was approximately $169.2 million, which included net cash payments of $120.7 million, deferred payments with a fair value of $19.2 million and estimated contingent payments with a fair value of $29.3 million based on an option pricing valuation model. The maximum amount of undiscounted deferred payments and undiscounted contingent payments related to these acquisitions could approximate $77.0 million. The purchase price for the acquired businesses was allocated to acquired assets and liabilities based upon fair values, including $32.7 million to intangible assets, representing the fair value of acquired customer relationships of $26.4 million, software of $4.3 million and tradenames of $2.0 million, which are being amortized over their expected useful lives. The acquisitions resulted in aggregate goodwill of $142.6 million. The goodwill is recorded in the ADESA Auctions reportable segment. The financial impact of these acquisitions, including pro forma financial results, was immaterial to the Company's consolidated results for the year ended December 31, 2019. Acquisition costs are included in the consolidated statement of income within "Selling, general and administrative." |
IAA Separation and Discontinued
IAA Separation and Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IAA Separation and Discontinued Operations | IAA Separation and Discontinued Operations In February 2018, the Company announced that its board of directors had approved a plan to pursue the separation ("Separation") of its salvage auction business, IAA, through a spin-off. On June 28, 2019, the Company completed the spin-off, creating a new independent publicly traded company, IAA, Inc. ("IAA"). The Separation provided KAR stockholders with equity ownership in both KAR and IAA. On June 28, 2019, the Company’s stockholders received one share of IAA common stock for every share of Company common stock they held as of the close of business on June 18, 2019, the record date for the distribution. In addition to the shares of IAA common stock, KAR received a cash distribution of approximately $1,278.0 million from IAA, which was used to prepay a portion of KAR's term loans. In connection with the spin-off, the Company and IAA entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement and a tax matters agreement. These agreements provide for the allocation between the Company and IAA of assets, employees, liabilities and obligations (including investments, property, environmental and tax-related assets and liabilities) attributable to periods prior to, at and after IAA's Separation from the Company and will govern certain relationships between IAA and the Company after the Separation. The financial results of IAA have been accounted for as discontinued operations in the comparable 2019 results presented. IAA was formerly presented as one of the Company’s reportable segments. Discontinued operations included one-time transaction costs in "Selling, general and administrative" of approximately $31.3 million for the year ended December 31, 2019, in connection with the Separation of the two companies. These costs consisted of consulting and professional fees associated with preparing for and executing the spin-off. The following table presents the results of operations for IAA that have been reclassified to discontinued operations for all periods presented: Year Ended December 31, 2021 2020 2019 Operating revenues $ — $ — $ 723.6 Operating expenses Cost of services (exclusive of depreciation and amortization) — — 446.1 Selling, general and administrative — — 94.5 Depreciation and amortization — — 43.9 Total operating expenses — — 584.5 Operating profit — — 139.1 Interest expense — — 2.7 Other income, net — — — Income from discontinued operations before income taxes — — 136.4 Income taxes — — 40.3 Income from discontinued operations $ — $ — $ 96.1 |
Stock and Stock-Based Compensat
Stock and Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans Our stock-based compensation expense has included 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. In addition, as further discussed below, holders of some of these awards received an equivalent number of PRSUs, RSUs and options in IAA as they had in KAR at June 28, 2019. These awards are scheduled to vest over the period from February 2020 to February/March 2022. In connection with the spin-off of IAA, the Company modified its stock-based compensation awards under the "equitable adjustments" clause in the Omnibus Plan, which provides anti-dilution protection. Generally, the award adjustments were intended to maintain the economic value of the awards before and after the Separation date. The post-spin KAR awards and post-spin IAA awards are generally subject to the same terms and conditions, and will continue to vest on the same schedule as the pre-spin KAR awards, except as noted in the equity-conversion related provisions of the employee matters agreement. There was no incremental compensation expense recorded as a result of these modifications. The post-spin expense is comprised of the combined KAR and IAA awards held by KAR employees and did not change as a result of the spin-off. The compensation cost that was charged against income for all stock-based compensation plans was $15.6 million, $14.0 million and $19.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, and the total income tax benefit recognized in the consolidated statement of income for options, PRSUs and RSUs was approximately $2.0 million, $2.0 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. We did not capitalize any stock-based compensation cost in the years ended December 31, 2021, 2020 or 2019. The following table summarizes our stock-based compensation expense by type of award (in millions) : Year Ended December 31, 2021 2020 2019 PRSUs $ 2.0 $ 4.8 $ 10.0 RSUs 6.4 9.2 9.6 Service options 1.1 — — Market options 6.1 — — Total stock-based compensation expense $ 15.6 $ 14.0 $ 19.6 KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan - PRSUs, RSUs, Service Options and Market Options We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan in December 2009, which was approved by shareholders and amended and restated in June 2014 and further amended and restated in June 2021 ("Omnibus Plan"). The Omnibus Plan is intended to provide equity and/or cash-based awards to our executive officers and key employees. 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, of which approximately 3.9 million shares remained available for future grants as of December 31, 2021. The Omnibus Plan provides for the grant of stock options, restricted stock, stock appreciation rights, other stock-based awards and cash-based awards. The grants described below were made pursuant to the Company's Policy on Granting Equity Awards. PRSUs In the years ended December 31, 2021, 2020 and 2019 we granted a target amount of approximately 0.7 million, 0.4 million and 0.3 million, respectively, PRSUs to certain executive officers and other employees of the Company. Approximately 0.5 million of the PRSUs granted in 2021 and all of the PRSUs granted in 2020 vest if and to the extent that the Company's three-year cumulative operating adjusted net income per share attains certain specified goals. Approximately 0.2 million of the PRSUs granted in 2021 vest if and to the extent that certain operational goals are attained by year-end 2023 or 2024. The weighted average grant date fair value of the PRSUs was $15.37 per share, $22.24 per share and $47.09 per share in 2021, 2020 and 2019, respectively, which was determined using the closing price of the Company's common stock on the dates of grant. Dividend equivalents accrue on the PRSUs, as applicable, and are subject to the same vesting and forfeiture terms as the PRSUs. The following table summarizes PRSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Performance Restricted Stock Units Number Weighted Average Grant Date Fair Value PRSUs at January 1, 2021 791,158 $ 20.97 Granted 664,680 15.37 Vested (192,884) 20.36 Forfeited (8,322) 21.22 PRSUs at December 31, 2021 1,254,632 $ 18.10 KAR employees hold all of the non-vested PRSUs at December 31, 2021. KAR employees also hold 230,228 of non-vested PRSUs in IAA at December 31, 2021. The fair value of shares that vested during the years ended December 31, 2021 and 2020 was $2.7 million and $5.1 million, respectively. As of December 31, 2021, an estimated $1.0 million of unrecognized compensation expense related to non-vested PRSUs is expected to be recognized over a weighted average term of approximately 2.0 years. RSUs In the years ended December 31, 2021, 2020 and 2019, approximately 0.5 million, 0.4 million and 0.3 million RSUs were granted to certain executive officers and management members of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The fair value of RSUs is the value of the Company's common stock at the date of grant and the weighted average grant date fair value of the RSUs was $13.93 per share, $22.24 per share and $46.95 per share in 2021, 2020 and 2019, respectively. Dividend equivalents accrue on the RSUs, as applicable, and are subject to the same vesting and forfeiture terms as the RSUs. The following table summarizes RSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Restricted Stock Units Number Weighted Average Grant Date Fair Value RSUs at January 1, 2021 578,342 $ 21.73 Granted 482,664 13.93 Vested (257,800) 20.61 Forfeited (55,591) 17.71 RSUs at December 31, 2021 747,615 $ 16.81 KAR employees hold 730,412 of the non-vested RSUs at December 31, 2021 and IAA employees hold 17,203 of the non-vested RSUs at December 31, 2021. KAR employees also hold 49,907 of non-vested RSUs in IAA at December 31, 2021. The fair value of shares that vested during the years ended December 31, 2021, 2020 and 2019 was $3.8 million, $6.0 million and $11.8 million, respectively. As of December 31, 2021, there was approximately $6.6 million of unrecognized compensation expense related to non-vested RSUs which is expected to be recognized over a weighted average term of 1.7 years. Service Options For the year ended December 31, 2021, we granted approximately 1.1 million service options with a weighted average exercise price of $16.15 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. Service options have been accounted for as equity awards and, as such, compensation expense was measured based on the fair value of the award at the date of grant and is being recognized ratably over the four The expected life of the service options was calculated in accordance with Staff Accounting Bulletin No. 107, which allows for the use of a simplified method. Under the simplified method, the expected life is based on the midpoint of the average time to vest and the full contractual term of the time-vested options. The computation of expected volatility was based on historical stock volatility. The expected dividend yield is based upon an anticipated return to historical dividends during the life of the time-vested options. The risk free interest rate is based upon observed interest rates appropriate for the term of the options. The following table summarizes service option activity under the Omnibus Plan for the year ended December 31, 2021: Service Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 487,156 $ 10.66 Granted 1,071,609 16.15 Exercised (54,892) 7.99 Forfeited (2,796) 5.39 Canceled 2,250 11.57 Outstanding at December 31, 2021 1,503,327 $ 14.70 7.2 years $ 2.8 Exercisable at December 31, 2021 431,718 $ 11.06 2.0 years $ 2.0 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2021. The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $15.62 on December 31, 2021. The total intrinsic value of service options exercised during the years ended December 31, 2021, 2020 and 2019 was $0.5 million, $2.8 million and $7.1 million, respectively. The fair market value of all vested and exercisable service options at December 31, 2021 and 2020 was $6.7 million and $9.1 million, respectively. As of December 31, 2021, there was approximately $3.2 million of unrecognized compensation expense related to non-vested service options which is expected to be recognized over a weighted average term of 3.5 years. Market Options For the year ended December 31, 2021, we granted approximately 4.3 million market options with a weighted average exercise price of $16.15 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 for the year ended December 31, 2021 was $3.91 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. The following table summarizes market option activity under the Omnibus Plan for the year ended December 31, 2021: Market Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 — N/A Granted 4,286,426 16.15 Exercised — N/A Forfeited — N/A Canceled — N/A Outstanding at December 31, 2021 4,286,426 $ 16.15 9.4 years $ 3.5 Exercisable at December 31, 2021 — N/A N/A N/A The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2021. The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $15.62 on December 31, 2021. As of December 31, 2021, there was approximately $10.7 million of unrecognized compensation expense related to non-vested market options which is expected to be recognized over a weighted average term of 3.6 years. KAR Auction Services, Inc. Employee Stock Purchase Plan We adopted the KAR Auction Services, Inc. Employee Stock Purchase Plan ("ESPP") in December 2009. The ESPP, which was approved by shareholders, is designed to provide an incentive to attract, retain and reward eligible employees and is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. At the Company's annual meeting of stockholders in June 2020, the stockholders approved an amendment to the ESPP. As a result, the maximum number of shares reserved for issuance under the ESPP was increased from 1,000,000 shares to 2,500,000 shares, of which 1,227,298 shares remained available for future ESPP purchases as of December 31, 2021. The ESPP provides for one month offering periods with a 15% discount from the fair market value of a share on the date of purchase. A participant's annual contribution to the ESPP may not exceed $25,000 per year. Unless terminated earlier, the ESPP will terminate on December 31, 2028. In accordance with ASC 718, Compensation—Stock Compensation , the entire 15% purchase discount is recorded as compensation expense. Share Repurchase Programs In October 2019, the board of directors authorized a repurchase of up to $300 million of the Company's outstanding common stock, par value $0.01 per share, through October 30, 2021. In October 2021, the board of directors authorized an extension of the October 2019 share repurchase program through December 31, 2022. At December 31, 2021, approximately $109.0 million of the Company's outstanding common stock remained available for repurchase under the 2019 share repurchase program. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice. In 2021 and 2020, we repurchased and retired 10,847,800 and 585,086 shares of common stock, respectively, in the open market at a weighted average price of $16.66 and $17.50 per share, respectively, under the October 2019 authorization. No shares of common stock were repurchased in 2019 under the October 2019 authorization. In October 2016, the board of directors authorized a repurchase of up to $500 million of the Company’s outstanding common stock, par value $0.01 per share, through October 26, 2019. Repurchases were made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases was subject to market and other conditions. In 2019, we repurchased and retired 4,753,300 shares of common stock in the open market at a weighted average price of $25.18 per share, under the October 2016 authorization. |
Net Income (Loss) from Continui
Net Income (Loss) from Continuing Operations Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Income (Loss) from Continuing Operations Per Share | Net Income (Loss) from Continuing Operations Per Share The following table sets forth the computation of net income (loss) from continuing operations per share (in millions except per share amounts) : Year Ended December 31, 2021 2020 2019 Net income from continuing operations $ 66.5 $ 0.5 $ 92.4 Series A Preferred Stock dividends (41.1) (21.6) — Net income attributable to participating securities (5.5) — — Net income (loss) attributable to common stockholders $ 19.9 $ (21.1) $ 92.4 Weighted average common shares outstanding 123.0 129.3 131.6 Effect of dilutive stock options and restricted stock awards 0.6 — 1.3 Weighted average common shares outstanding and potential common shares 123.6 129.3 132.9 Net income (loss) from continuing operations per share Basic $ 0.16 $ (0.16) $ 0.70 Diluted $ 0.16 $ (0.16) $ 0.70 Prior to 2020, basic net income from continuing operations per share was calculated by dividing net income from continuing operations by the weighted average number of outstanding common shares for the period. Diluted net income from continuing operations per share was calculated consistent with basic net income from continuing operations 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 from continuing operations 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 from continuing operations per diluted share, unexercisable market options 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 from continuing operations per share for the year ended December 31, 2021. No options were excluded from the calculation of diluted net income from continuing operations per share for the years ended December 31, 2020 and 2019. All of the market options were excluded from the calculation of diluted net income from continuing operations per share for the year ended December 31, 2021. In addition, approximately 1.1 million PRSUs, approximately 0.4 million PRSUs and no PRSUs were excluded from the calculation of diluted net income per share from continuing operations for the years ended December 31, 2021, 2020 and 2019, respectively. Total options outstanding at December 31, 2021, 2020 and 2019 were 5.8 million, 0.5 million and 0.7 million, respectively. Beginning in 2020, the Company also includes participating securities (Series A Preferred Stock) in the computation of net income (loss) from continuing operations per share pursuant to the two-class method. The two-class method of calculating net income (loss) from continuing operations 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 from continuing operations in determining net income (loss) 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. |
Allowance for Credit Losses and
Allowance for Credit Losses and Doubtful Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Allowance for Credit Losses and Doubtful Accounts [Abstract] | |
Allowance for Credit Losses and Doubtful Accounts | 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 ): Year Ended December 31, 2021 2020 2019 Allowance for Credit Losses Balance at beginning of period $ 22.0 $ 15.0 $ 14.0 Opening balance adjustment for adoption of ASC Topic 326 — 5.0 — Provision for credit losses 3.5 38.6 35.3 Recoveries 12.6 10.0 7.7 Less charge-offs (15.1) (46.6) (42.0) Balance at end of period $ 23.0 $ 22.0 $ 15.0 AFC's allowance for credit losses includes estimated losses for finance receivables currently held on the balance sheet of AFC and its subsidiaries. The following is a summary of changes in the allowance for doubtful accounts related to trade receivables ( in millions ): Year Ended December 31, 2021 2020 2019 Allowance for Doubtful Accounts Balance at beginning of period $ 12.1 $ 9.5 $ 8.7 Provision for credit losses 5.3 5.2 4.8 Less net charge-offs (3.2) (2.6) (4.0) Balance at end of period $ 14.2 $ 12.1 $ 9.5 Recoveries of trade receivables were netted with charge-offs, as they were not material. Changes in the Canadian exchange rate did not have a material effect on the allowance for doubtful accounts. |
Finance Receivables and Obligat
Finance Receivables and Obligations Collateralized by Finance Receivables | 12 Months Ended |
Dec. 31, 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. In December 2021, AFC Funding Corporation's committed liquidity was increased from $1.60 billion to $1.70 billion for U.S. finance receivables. In September 2020, AFC and AFC Funding Corporation entered into the Ninth Amended and Restated Receivables Purchase Agreement (the "Receivables Purchase Agreement"). The Receivables Purchase Agreement decreased AFC Funding's U.S. committed liquidity from $1.70 billion to $1.60 billion and extended the facility's maturity date from January 28, 2022 to January 31, 2024. In addition, provisions designed to provide additional credit enhancement to the purchasers upon the occurrence of the certain events related to the payment rate and net spread on the receivables portfolio were added, certain portfolio performance metrics that could result in a requirement to increase the cash reserve or constitute a termination event were amended to the benefit of AFC Funding and provisions providing for a mechanism for determining an alternative rate of interest were added. We capitalized approximately $12.3 million of costs in connection with the Receivables Purchase Agreement. We also have an agreement for the securitization of AFCI's receivables. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was increased from C$175 million to C$225 million on December 31, 2021. In September 2020, AFCI entered into the Fifth Amended and Restated Receivables Purchase Agreement (the "Canadian Receivables Purchase Agreement"). The Canadian Receivables Purchase Agreement extended the facility's maturity date from January 28, 2022 to January 31, 2024. In addition, provisions designed to provide additional credit enhancement to the purchasers upon the occurrence of the certain events related to the payment rate and net spread on the receivables portfolio were added, certain portfolio performance metrics that could result in a requirement to increase the cash reserve or constitute a termination event were amended to the benefit of AFC Funding and provisions providing for a mechanism for determining an alternative rate of interest were added. We capitalized approximately $1.0 million of costs in connection with the Canadian Receivables Purchase Agreement. 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. December 31, 2021 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,519.7 $ 7.3 $ 2.5 Other loans 9.3 — — Total receivables managed $ 2,529.0 $ 7.3 $ 2.5 December 31, 2020 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 1,892.1 $ 22.9 $ 36.6 Other loans 18.9 — — Total receivables managed $ 1,911.0 $ 22.9 $ 36.6 AFC's allowance for losses was $23.0 million and $22.0 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $2,482.2 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: December 31, December 31, Obligations collateralized by finance receivables, gross $ 1,707.4 $ 1,282.8 Unamortized securitization issuance costs (15.1) (21.6) Obligations collateralized by finance receivables $ 1,692.3 $ 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 December 31, 2021, we were in compliance with the covenants in the securitization agreements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill consisted of the following ( in millions ): ADESA AFC Total Balance at December 31, 2019 $ 1,558.0 $ 263.7 $ 1,821.7 Increase for acquisition activity 354.8 — 354.8 Decrease for disposition activity — (22.8) (22.8) Impairment (25.5) — (25.5) Foreign currency 12.0 — 12.0 Balance at December 31, 2020 $ 1,899.3 $ 240.9 $ 2,140.2 Increase for acquisition activity 447.2 — 447.2 Foreign currency (9.0) — (9.0) Balance at December 31, 2021 $ 2,337.5 $ 240.9 $ 2,578.4 Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. Goodwill increased in 2021 and 2020 primarily as a result of acquisitions. Goodwill decreased in the AFC segment in 2020 as a result of the sale of PWI. Most of the goodwill resulting from the businesses acquired in 2021 is expected to be deductible for tax purposes and none of the goodwill resulting from the business acquired in 2020 is expected to be deductible for tax purposes. The Company tests goodwill for impairment at the reporting unit level annually in the second quarter, or more frequently as impairment indicators arise. In light of the impact that the COVID-19 pandemic has had on the economy, forecasts for all reporting units were revised in the second quarter of 2020. These economic circumstances contributed to lower sales, operating profits and cash flows at ADESA Remarketing Limited (doing business as ADESA U.K.) through the first part of 2020 as compared to 2019, and the outlook for the business was significantly reduced. As a result of the updated forecasts, an impairment analysis of goodwill and intangibles was conducted. The change in circumstances resulted in the impairment of the goodwill balance totaling $25.5 million in our ADESA Remarketing Limited reporting unit and a non-cash goodwill impairment charge was recorded for this amount in the second quarter of 2020. The fair value of that reporting unit was estimated using the expected present value of future cash flows (Level 3 inputs). Goodwill was tested for impairment in all of the Company's reporting units in the second quarter of 2021 and no impairment was identified. Future events and changing market conditions, including the impact of COVID-19, may require us to re-evaluate the estimates used in our fair value measurements, which could result in additional impairment of goodwill and other intangible assets in future periods and could have a material effect on our operating results. A summary of customer relationships is as follows ( in millions ): December 31, 2021 December 31, 2020 Useful Gross Accumulated Carrying Gross Accumulated Carrying Customer relationships 5 - 19 $ 952.0 $ (708.7) $ 243.3 $ 879.9 $ (668.6) $ 211.3 The increase in customer relationships in 2021 and 2020 was primarily related to customer relationships acquired, partially offset by the amortization of existing customer relationships and impairment charges recognized. As discussed above, ADESA Remarketing Limited has been negatively impacted in light of the COVID-19 pandemic and the economy. As a result, in the second quarter of 2020, a non-cash customer relationship impairment charge of approximately $4.3 million was also recorded in the ADESA Remarketing Limited reporting unit, representing the impairment in the value of this reporting unit’s customer relationships. The fair value of the customer relationships was estimated using the expected present value of future cash flows (Level 3 inputs). A summary of other intangibles is as follows ( in millions ): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Carrying Gross Accumulated Carrying Tradenames 1 - Indefinite $ 151.4 $ (14.9) $ 136.5 $ 150.8 $ (12.2) $ 138.6 Computer software & technology 3 - 13 574.2 (434.8) 139.4 501.1 (349.5) 151.6 Covenants not to compete 5 0.3 (0.3) — 0.3 (0.3) — Total $ 725.9 $ (450.0) $ 275.9 $ 652.2 $ (362.0) $ 290.2 Other intangibles increased in 2021 and 2020 primarily as a result of acquisitions and computer software additions, partially offset by the amortization of existing intangibles. The carrying amount of tradenames with an indefinite life was approximately $131.5 million at December 31, 2021 and 2020. Amortization expense for customer relationships and other intangibles was $128.2 million, $128.2 million and $122.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense on existing intangible assets for the next five years is $104.2 million for 2022, $75.1 million for 2023, $42.0 million for 2024, $26.0 million for 2025 and $22.4 million for 2026. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following ( in millions ): Useful Lives December 31, 2021 2020 Land $ 197.7 $ 205.6 Buildings 5 - 40 252.6 248.3 Land improvements 5 - 20 195.1 191.3 Building and leasehold improvements 3 - 33 165.2 146.4 Furniture, fixtures and equipment 1 - 15 338.4 358.9 Vehicles 3 - 10 16.7 16.8 Construction in progress 15.6 19.0 1,181.3 1,186.3 Accumulated depreciation (602.1) (596.4) Property and equipment, net $ 579.2 $ 589.9 |
Self Insurance and Retained Los
Self Insurance and Retained Loss Reserves | 12 Months Ended |
Dec. 31, 2021 | |
Self Insurance and Retained Loss Reserves [Abstract] | |
Self Insurance and Retained Loss Reserves | Self-Insurance and Retained Loss Reserves We self-insure our employee medical benefits, as well as a portion of our automobile, general liability and workers' compensation claims. We have insurance coverage that limits the exposure on individual claims. The cost of the insurance is expensed over the contract periods. Utilizing historical claims experience, we record an accrual for the claims based upon the expected amount of all such claims, which includes the cost of claims that have been incurred but not reported. Accrued medical benefits and workers' compensation expenses are included in "Accrued employee benefits and compensation expenses" while accrued automobile and general liability expenses are included in "Other accrued expenses." The following is a summary of the changes in the reserves for self-insurance and the retained losses ( in millions) : Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 35.0 $ 36.7 $ 35.8 Net payments (71.4) (79.4) (66.2) Expense 64.3 77.7 67.1 Balance at end of period $ 27.9 $ 35.0 $ 36.7 Individual stop-loss coverage for medical benefits was $0.5 million in 2021, 2020 and 2019. There was no aggregate policy limit for medical benefits for the Company in the last three years. The retention for automobile and general liability claims was $1.0 million per occurrence and the retention for workers' compensation claims was $0.5 million per occurrence with a $1.0 million corridor deductible in the 2021, 2020 and 2019 policy years. Once the $1.0 million corridor deductible is met for workers' compensation claims, the deductible reverts back to $0.5 million per occurrence. These retentions are aggregated for workers’ compensation, automobile and general liability claims at approximately $28.5 million in 2021, $35.9 million in 2020 and $35.9 million in 2019. If these aggregates are met, the insurance company would pay the next $7.5 million. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in millions) : December 31, Interest Rate* Maturity 2021 2020 Term Loan B-6 Adjusted LIBOR + 2.25% September 19, 2026 $ 928.6 $ 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 6.8 14.8 Total debt 1,885.4 1,902.9 Unamortized debt issuance costs/discounts (19.4) (24.8) Current portion of long-term debt (16.3) (24.3) Long-term debt $ 1,849.7 $ 1,853.8 *The interest rates presented in the table above represent the rates in place at December 31, 2021. The weighted average interest rate on our variable rate debt was 2.37% and 2.42% at December 31, 2021 and 2020, respectively. Credit Facilities On September 2, 2020, we entered into the Fifth Amendment Agreement (the "Fifth Amendment") to the Credit Agreement. The Fifth Amendment (1) eliminated the financial covenant “holiday” provided by the Fourth Amendment Agreement, dated as of May 29, 2020 (the “Fourth Amendment”); (2) eliminated the changes to the calculation of Consolidated EBITDA for the purposes of the financial covenant compliance for the fiscal quarters ending September 30, 2021 and December 31, 2021, as provided by the Fourth Amendment; (3) removed the monthly minimum liquidity covenant provided by the Fourth Amendment; and (4) eliminated the limitations imposed by the Fourth Amendment on the Company’s ability to make certain investments, junior debt repayments, acquisitions and restricted payments and to incur additional secured indebtedness. On May 29, 2020, we entered into the Fourth Amendment to the Credit Agreement (the "Fourth Amendment"). The Fourth Amendment (1) provided a financial covenant “holiday” through and including June 30, 2021; (2) for purposes of determining compliance with the financial covenant for the fiscal quarters ending September 30, 2021 and December 31, 2021, permitted the Consolidated EBITDA for the applicable test period to be calculated on an annualized basis, excluding results prior to April 1, 2021; (3) established a monthly minimum liquidity covenant of $225.0 million through and including September 30, 2021; and (4) effectively placed certain limitations on the ability to make certain investments, junior debt repayments, acquisitions and restricted payments and to incur additional secured indebtedness until October 1, 2021. On September 19, 2019, we entered into the Third Amendment Agreement (the "Third Amendment") to the Credit Agreement. The Third Amendment provided for, among other things, (1) the refinancing of the existing Term Loan B-4 and Term Loan B-5 with the new seven-year, $950 million Term Loan B-6, (2) repayment of the 2017 Revolving Credit Facility and (3) the $325 million, five-year Revolving Credit Facility. No early termination penalties were incurred by the Company; however, we incurred a non-cash loss on the extinguishment of debt of $2.2 million in the third quarter of 2019. The loss was primarily a result of the write-off of unamortized debt issue costs associated with Term Loan B-4 and Term Loan B-5. We capitalized approximately $14.1 million of debt issuance costs in connection with the Third Amendment. In June 2019, the Company prepaid approximately $518.6 million and $759.4 million of Term Loan B-4 and Term Loan B-5, respectively, with cash received from IAA in connection with the Separation. As a result of the term loan prepayments in the second quarter of 2019, the Company recorded additional interest expense of approximately $1.8 million related to the acceleration of amortization on debt issuance costs. 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. Term Loan B-6 was issued at a discount of $2.4 million and the discount is being amortized using the effective interest method to interest expense over the term of the loan. Term Loan B-6 is payable in quarterly installments equal to 0.25% of the original aggregate principal amount. Such payments commenced on December 31, 2019, with the balance payable at the maturity date. 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 security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) first priority security interests in substantially all other 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 December 31, 2021. As set forth in the Credit Agreement, Term Loan B-6 bears interest at an adjusted LIBOR rate plus 2.25% or at the Company’s election, Base Rate (as defined in the Credit Agreement) plus 1.25%. Loans under the Revolving Credit Facility will bear interest at a rate calculated based on the type of borrowing (either adjusted LIBOR or Base Rate) and the Company’s Consolidated Senior Secured Net Leverage Ratio, with such rate ranging from 2.25% to 1.75% for adjusted LIBOR loans and from 1.25% to 0.75% for Base Rate 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 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 December 31, 2021. There were no borrowings on the Revolving Credit Facility at December 31, 2021 or 2020. In addition, we had related outstanding letters of credit in the aggregate amount of $27.6 million and $28.5 million at December 31, 2021 and 2020, respectively, which reduce the amount available for borrowings under the Revolving Credit Facility. Senior Notes On May 31, 2017, we issued $950 million of 5.125% senior notes due June 1, 2025. The Company pays interest on the senior notes semi-annually in arrears on June 1 and December 1 of each year, which commenced on December 1, 2017. We may redeem the senior notes, in whole or in part, at a premium that declines ratably to par in 2023. The senior notes are guaranteed by the Subsidiary Guarantors. European Lines of Credit COTW has lines of credit aggregating $34.1 million (€30 million). The lines of credit have an interest rate of Euribor plus 1.25% and had an aggregate $6.8 million and $14.8 million of borrowings outstanding at December 31, 2021 and 2020, respectively. The lines of credit are secured by certain inventory and receivables at COTW subsidiaries. In addition, as part of the acquisition of COTW, we assumed debt of approximately $10.7 million which was paid off in the first quarter of 2019. Future Principal Payments At December 31, 2021, aggregate future principal payments on long-term debt are as follows ( in millions ): 2022 $ 16.3 2023 9.5 2024 9.5 2025 959.5 2026 890.6 Thereafter — $ 1,885.4 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial Instruments | Financial Instruments Our derivative activities are initiated within the guidelines of documented corporate risk management policies. We do not enter into any derivative transactions for speculative or trading purposes. Interest Rate Risk Management 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, and we have used interest rate cap agreements to accomplish this objective in prior years. • 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. • In August 2017, we entered into two interest rate caps with an aggregate notional amount of $800 million to manage our exposure to interest rate movements on our variable rate Credit Facility when three-month LIBOR exceeded 2.0%. The interest rate cap agreements each had an effective date of September 30, 2017 and each matured on September 30, 2019. • In March 2017, we entered into two interest rate caps with an aggregate notional amount of $400 million to manage our exposure to interest rate movements on our variable rate Credit Facility when three-month LIBOR exceeded 2.0%. The interest rate cap agreements each had an effective date of March 31, 2017 and each matured on March 31, 2019. 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 year ended December 31, 2021, the Company recorded an unrealized gain on the interest rate swaps of $13.8 million, net of tax of $4.6 million in "Accumulated other comprehensive income." For the year ended December 31, 2020, the Company recorded an unrealized loss on the interest rate swaps of $19.5 million, net of tax of $6.4 million 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 December 31, 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 $ 7.5 Other liabilities $ 25.9 We did not designate any of the 2017 interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate caps were recognized as "Interest expense" in the consolidated statement of income. The following table presents the effect of the interest rate derivatives on our consolidated statements of income for the periods presented (in millions): Location of Gain / (Loss) Recognized in Income on Derivatives Amount of Gain / (Loss) Year Ended December 31, 2021 2020 2019 Derivatives Designated as Hedging Instruments 2020 Interest rate swaps Interest expense $ — $ — N/A Derivatives Not Designated as Hedging Instruments 2017 Interest rate caps Interest expense N/A N/A $ (0.9) Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of interest-bearing investments, finance receivables, trade receivables and interest rate derivatives. We maintain cash and cash equivalents, short-term investments, and certain other financial instruments with various major financial institutions. We perform periodic evaluations of the relative credit standing of these financial institutions and companies and limit the amount of credit exposure with any one institution. Cash and cash equivalents include interest-bearing investments with maturities of three months or less. Due to the nature of our business, substantially all trade and finance receivables are due from vehicle dealers and commercial sellers. We have possession of vehicles or vehicle titles collateralizing a significant portion of the trade and finance receivables. The risk associated with this concentration is limited due to the large number of accounts and their geographic dispersion. We monitor the creditworthiness of customers to which we grant credit terms in the normal course of business. In the event of non-performance by counterparties to financial instruments we are exposed to credit-related losses, but management believes this credit risk is limited by periodically reviewing the creditworthiness of the counterparties to the transactions. Financial Instruments The carrying amounts of trade receivables, finance receivables, other current assets, accounts payable, accrued expenses and borrowings under our short-term revolving line of credit facilities approximate fair value because of the short-term nature of those instruments. As of December 31, 2021 and 2020, the estimated fair value of our long-term debt amounted to $1,878.7 million and $1,914.1 million, respectively. The estimates of fair value were based on broker-dealer quotes (Level 2 inputs) for our debt as of December 31, 2021 and 2020. The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. |
Other (Income) Expense, Net
Other (Income) Expense, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other (Income) Expense, Net | Other (Income) Expense, Net Other (income) expense, net consisted of the following ( in millions ): December 31, 2021 2020 2019 Change in realized and unrealized gains on investment securities $ (33.4) $ — $ — Contingent consideration valuation (Note 3) 24.3 4.7 — Foreign currency (gains) losses 3.8 4.9 (0.7) Other (12.2) (7.5) (7.0) Other (income) expense, net $ (17.5) $ 2.1 $ (7.7) 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 $32.0 million for the year ended December 31, 2021. The Company had a net increase in unrealized gains of $1.4 million for the year ended December 31, 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 December 31, 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 $7.5 million. The net unrealized gain on these investment securities was $1.4 million at December 31, 2021. The remaining investments held of $22.4 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. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock In June 2020, KAR completed the issuance and sale of an aggregate of 550,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in two closings at a purchase price of $1,000 per share (for the second closing, plus accumulated dividends from and including the first closing date to but excluding June 29, 2020) for an aggregate purchase price of approximately $550 million to an affiliate of Ignition Parent LP (“Apax”) and an affiliate of Periphas Capital GP, LLC (“Periphas”). The Company has authorized 1,500,000 shares of Series A Preferred Stock. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has a liquidation preference of $1,000 per share. The holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7% per annum, payable quarterly in arrears. Dividends are payable in kind through the issuance of additional shares of Series A Preferred Stock for the first eight dividend payments, and thereafter, in cash or in kind, or in any combination of both, at the option of the Company. For the years ended December 31, 2021 and 2020, the holders of the Series A Preferred Stock received dividends in kind with a value in the aggregate of approximately $41.1 million and $21.6 million, respectively. The holders of the Series A Preferred Stock are also entitled to participate in dividends declared or paid on our common stock on an as-converted basis. The Series A Preferred Stock will be convertible at the option of the holders thereof at any time after one year into shares of common stock at a conversion price of $17.75 per share of Series A Preferred Stock and a conversion rate of 56.3380 shares of common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. At any time after three years, if the closing price of the common stock exceeds $31.0625 per share, as may be adjusted pursuant to the Certificate of Designations, for at least 20 trading days in any period of 30 consecutive trading days, at the election of the Company, all or any portion of the Series A Preferred Stock will be convertible into the relevant number of shares of common stock. The holders of the Series A Preferred Stock are entitled to vote with the holders of the Company's common stock as a single class on all matters submitted to a vote of the holders of the Company's common stock. At any time after six years, the Company may redeem some or all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (x) the liquidation preference thereof, plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 105% if the redemption occurs at any time after the six-year anniversary of June 10, 2020 (the "Initial Closing Date") and prior to the seven-year anniversary of the Initial Closing Date or (B) 100% if the redemption occurs after the seven-year anniversary of the Initial Closing Date. Upon certain change of control events involving the Company, and subject to certain limitations set forth in the Certificate of Designations, each holder of the Series A Preferred Stock will either (i) receive such number of shares of common stock into which such holder is entitled to convert all or a portion of such holder’s shares of Series A Preferred Stock at the then current conversion price, (ii) receive, in respect of all or a portion of such holder’s shares of Series A Preferred Stock, the greater of (x) the amount per share of Series A Preferred Stock that such holder would have received had such holder, immediately prior to such change of control, converted such share of Series A Preferred Stock into common stock and (y) a purchase price per share of Series A Preferred Stock, payable in cash, equal to the product of (A) 105% multiplied by (B) the sum of the liquidation preference and accrued dividends with respect to such share of Series A Preferred Stock, or (iii) unless the consideration in such change of control event is payable entirely in cash, retain all or a portion of such holder’s shares of Series A Preferred Stock. For so long as Apax or its affiliates beneficially own a certain percentage of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis, Apax will continue to have the right to appoint one individual to the board of directors. Additionally, so long as Apax or its affiliates beneficially own a certain percentage of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis, Apax will have the right to appoint one non-voting observer to the board of directors. Likewise, so long as Periphas beneficially owns a certain percentage of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis, Periphas will have the right to appoint one non-voting observer to the board of directors. Apax is subject to certain standstill restrictions, until the later of three years and the date on which Apax no longer owns 25% of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis. Periphas is also subject to certain standstill restrictions, until the later of three years and the date on which Periphas no longer owns 50% of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis. Subject to certain customary exceptions, Apax and Periphas are restricted from transferring the Series A Preferred Stock for one year. Apax, its affiliates and Periphas have certain customary registration rights with respect to shares of the Series A Preferred Stock and the shares of the common stock held by it issued upon any future conversion of the Series A Preferred Stock. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases We lease property, software, automobiles, trucks and trailers pursuant to operating lease agreements. We also lease furniture, fixtures and equipment under finance leases. Our leases have varying remaining lease terms with leases expiring through 2038, some of which include options to extend the leases. The components of lease expense were as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 60.9 $ 60.5 $ 60.2 Finance lease cost: Amortization of right-of-use assets $ 10.9 $ 14.3 $ 14.7 Interest on lease liabilities 0.9 1.4 1.3 Total finance lease cost $ 11.8 $ 15.7 $ 16.0 Supplemental cash flow information related to leases was as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 60.6 $ 59.1 $ 58.8 Operating cash flows related to finance leases 0.9 1.4 1.3 Financing cash flows related to finance leases 10.5 16.1 15.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases 14.0 21.7 85.9 Finance leases 4.8 5.3 18.1 Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): December 31, 2021 2020 Operating Leases Operating lease right-of-use assets $ 325.7 $ 350.6 Other accrued expenses $ 39.6 $ 37.1 Operating lease liabilities 317.1 344.2 Total operating lease liabilities $ 356.7 $ 381.3 Finance Leases Property and equipment, gross $ 102.6 $ 107.0 Accumulated depreciation (90.3) (88.6) Property and equipment, net $ 12.3 $ 18.4 Other accrued expenses $ 5.6 $ 9.0 Other liabilities 5.1 7.5 Total finance lease liabilities $ 10.7 $ 16.5 Weighted Average Remaining Lease Term Operating leases 9.2 years 9.9 years Finance leases 1.9 years 2.1 years Weighted Average Discount Rate Operating leases 5.5 % 5.9 % Finance leases 4.8 % 5.1 % Maturities of lease liabilities as of December 31, 2021 were as follows ( in millions ): Operating Finance Leases 2022 $ 57.9 $ 5.9 2023 55.2 3.5 2024 53.6 1.6 2025 50.2 0.2 2026 46.9 0.1 Thereafter 196.3 — Total lease payments 460.1 11.3 Less imputed interest (103.4) (0.6) Total $ 356.7 $ 10.7 |
Lessee, Finance Leases | Leases We lease property, software, automobiles, trucks and trailers pursuant to operating lease agreements. We also lease furniture, fixtures and equipment under finance leases. Our leases have varying remaining lease terms with leases expiring through 2038, some of which include options to extend the leases. The components of lease expense were as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 60.9 $ 60.5 $ 60.2 Finance lease cost: Amortization of right-of-use assets $ 10.9 $ 14.3 $ 14.7 Interest on lease liabilities 0.9 1.4 1.3 Total finance lease cost $ 11.8 $ 15.7 $ 16.0 Supplemental cash flow information related to leases was as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 60.6 $ 59.1 $ 58.8 Operating cash flows related to finance leases 0.9 1.4 1.3 Financing cash flows related to finance leases 10.5 16.1 15.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases 14.0 21.7 85.9 Finance leases 4.8 5.3 18.1 Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): December 31, 2021 2020 Operating Leases Operating lease right-of-use assets $ 325.7 $ 350.6 Other accrued expenses $ 39.6 $ 37.1 Operating lease liabilities 317.1 344.2 Total operating lease liabilities $ 356.7 $ 381.3 Finance Leases Property and equipment, gross $ 102.6 $ 107.0 Accumulated depreciation (90.3) (88.6) Property and equipment, net $ 12.3 $ 18.4 Other accrued expenses $ 5.6 $ 9.0 Other liabilities 5.1 7.5 Total finance lease liabilities $ 10.7 $ 16.5 Weighted Average Remaining Lease Term Operating leases 9.2 years 9.9 years Finance leases 1.9 years 2.1 years Weighted Average Discount Rate Operating leases 5.5 % 5.9 % Finance leases 4.8 % 5.1 % Maturities of lease liabilities as of December 31, 2021 were as follows ( in millions ): Operating Finance Leases 2022 $ 57.9 $ 5.9 2023 55.2 3.5 2024 53.6 1.6 2025 50.2 0.2 2026 46.9 0.1 Thereafter 196.3 — Total lease payments 460.1 11.3 Less imputed interest (103.4) (0.6) Total $ 356.7 $ 10.7 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our income (loss) from continuing operations before income taxes and the provision for income taxes are as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Income (loss) from continuing operations before income taxes: Domestic $ 31.4 $ (9.0) $ 100.0 Foreign 70.1 14.4 30.1 Total $ 101.5 $ 5.4 $ 130.1 Income tax expense (benefit): Current: Federal $ (2.9) $ (10.6) $ 18.4 Foreign 27.7 20.5 17.4 State 2.4 2.2 5.2 Total current provision 27.2 12.1 41.0 Deferred: Federal 7.2 0.8 3.8 Foreign 0.4 (4.9) (7.4) State 0.2 (3.1) 0.3 Total deferred provision 7.8 (7.2) (3.3) Income tax expense $ 35.0 $ 4.9 $ 37.7 The provision for income taxes was different from the U.S. federal statutory rate applied to income before taxes, and is reconciled as follows: Year Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net 2.4 % (2.3) % 3.6 % Reserves for tax exposures (0.2) % (4.1) % (0.5) % Change in valuation allowance 1.3 % 22.7 % 0.9 % International operations 7.9 % 78.0 % 3.1 % Stock-based compensation (1.0) % (93.7) % (2.5) % Impact of law and rate change 0.2 % (53.6) % (0.2) % Excess officer's compensation 1.3 % 20.2 % 1.5 % Transaction costs 0.4 % 9.7 % 0.6 % Refund claims (3.3) % — % — % Goodwill and other intangibles impairment — % 116.4 % — % Impact of acquisition and divestiture adjustments 4.8 % (27.1) % — % Other, net (0.3) % 3.5 % 1.5 % Effective rate 34.5 % 90.7 % 29.0 % Substantially reduced income from continuing operations before income taxes in 2020 resulted in our effective tax rate being more significantly impacted by both recurring and non-recurring items than in prior years. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets. The valuation allowance as of December 31, 2021 primarily relates to net operating losses, tax credits and capital loss carryforwards that are not more likely than not to be utilized prior to their expiration. We offset all deferred tax assets and liabilities by jurisdiction, as well as any related valuation allowance, and present them as a non-current deferred income tax asset or liability (as applicable). Deferred tax assets (liabilities) are comprised of the following ( in millions ): December 31, 2021 2020 Gross deferred tax assets: Allowances for trade and finance receivables $ 9.2 $ 8.6 Accruals and liabilities 6.5 6.9 Employee benefits and compensation 14.4 16.4 Net operating loss carryforwards 52.8 61.5 Right of use lease liability 87.8 94.3 Other 7.8 12.2 Total deferred tax assets 178.5 199.9 Deferred tax asset valuation allowance (45.7) (42.2) Total 132.8 157.7 Gross deferred tax liabilities: Property and equipment (77.2) (79.8) Goodwill and intangible assets (102.2) (107.3) Right of use lease asset (80.2) (86.7) Other (3.0) (2.5) Total (262.6) (276.3) Net deferred tax liabilities $ (129.8) $ (118.6) The tax benefit from state and federal net operating loss carryforwards expires as follows ( in millions ): 2022 $ 0.3 2023 0.4 2024 0.3 2025 0.6 2026 1.1 2027 to 2041 50.1 $ 52.8 Permanently reinvested undistributed earnings of our foreign subsidiaries were approximately $485.3 million at December 31, 2021. Because these amounts have been or will be permanently reinvested in properties and working capital, we have not recorded the deferred taxes associated with these earnings. If the undistributed earnings of foreign subsidiaries were to be remitted, state and local income tax expense and withholding tax expense would need to be recognized, net of any applicable foreign tax credits. It is not practical for us to determine the additional tax that would be incurred upon remittance of these earnings. We made federal income tax payments, net of federal income tax refunds, of $0.0 million, $0.0 million and $9.9 million in 2021, 2020 and 2019, respectively. State and foreign income taxes paid by us, net of refunds, totaled $26.0 million, $16.6 million and $27.9 million in 2021, 2020 and 2019, respectively. We apply the provisions of ASC 740, Income Taxes . ASC 740 clarifies the accounting and reporting for uncertainty in income taxes recognized in an enterprise's financial statements. These provisions prescribe a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken on income tax returns. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions ): December 31, 2021 2020 Balance at beginning of period $ 5.4 $ 6.1 Increase in prior year tax positions — — Decrease in prior year tax positions (0.2) (0.3) Increase in current year tax positions 0.6 0.3 Lapse in statute of limitations (0.8) (0.7) Balance at end of period $ 5.0 $ 5.4 The total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was $4.0 million and $4.2 million at December 31, 2021 and 2020, respectively. We record interest and penalties associated with the uncertain tax positions within our provision for income taxes on the income statement. We had reserves totaling $0.4 million and $0.5 million at December 31, 2021 and December 31, 2020 associated with interest and penalties, net of tax. The provision for income taxes involves management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by us. In addition, U.S. and non-U.S. tax authorities periodically review income tax returns filed by us and can raise issues regarding our filing positions, timing and amount of income or deductions and the allocation of income among the jurisdictions in which we operate. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal course of business we are subject to examination by taxing authorities in the U.S., Canada, Western Europe, United Kingdom, Mexico, Uruguay and the Philippines. In general, the examination of our material tax returns is completed for the years prior to 2018. Based on the potential outcome of the Company's tax examinations and the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the currently remaining unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the reserve balance is estimated to be in the range of a $0.5 million to $1.0 million decrease. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(K) Plan | Employee Benefit Plans 401(k) Plan We maintain a defined contribution 401(k) plan that covers substantially all U.S. employees. Participants are generally allowed to make non-forfeitable contributions up to the annual IRS limits. The Company matches 100 percent of the amounts contributed by each individual participant up to 4 percent of the participant's compensation. Participants are 100 percent vested in the Company's contributions. For the years ended December 31, 2021, 2020 and 2019 we contributed $11.7 million, $11.5 million and $16.3 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies We 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. Legal fees are expensed as incurred. We have accrued, as appropriate, for environmental remediation costs anticipated to be incurred at certain of our auction facilities. There were no liabilities for environmental matters included in "Other accrued expenses" at December 31, 2021 or 2020. We store a significant number of vehicles owned by various customers that are consigned to us to be auctioned. We are contingently liable for each consigned vehicle until the eventual sale or other disposition, subject to certain natural disaster exceptions. Individual stop loss and aggregate insurance coverage is maintained on the consigned vehicles. These consigned vehicles are not included in the consolidated balance sheets. In the normal course of business, we also enter into various other guarantees and indemnities in our relationships with suppliers, service providers, customers and others. These guarantees and indemnifications do not materially impact our financial condition or results of operations, but indemnifications associated with our actions generally have no dollar limitations and historically have been inconsequential. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 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 ): December 31, 2021 2020 Foreign currency translation loss $ (19.0) $ (13.2) Unrealized loss on interest rate derivatives, net of tax (5.7) (19.5) Accumulated other comprehensive loss $ (24.7) $ (32.7) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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. Prior to the spin-off of IAA, our operations were grouped into three operating segments: ADESA Auctions, IAA and AFC, which also served as our reportable business segments. Beginning in the second quarter of 2019, after the completion of the spin-off, the Company began operating under two reportable business segments: ADESA Auctions and AFC. These reportable business segments offer different services and have fundamental differences in their operations. Results of the former IAA segment and spin-related costs are now reported as discontinued operations (see Note 4). ADESA Auctions encompasses all on-premise and off-premise wholesale marketplaces throughout North America (U.S., Canada and Mexico) and Europe. Beginning in October 2021, the ADESA Auctions segment includes CARWAVE, an online dealer-to-dealer marketplace. Beginning in November 2020, the ADESA Auctions segment includes BacklotCars, an app and web-based dealer-to-dealer wholesale vehicle platform. Beginning in 2019, the ADESA Auctions segment includes COTW, an online auction company serving the wholesale vehicle sector in Continental Europe. ADESA Auctions relates to used vehicle remarketing, including auction services, remarketing, or make ready services and all are interrelated, synergistic elements along the auto remarketing chain. AFC is primarily engaged in the business of providing short-term, inventory-secured financing to independent, used vehicle dealers. Prior to December 2020, AFC also included providing independent used vehicle dealer customers with vehicle service contracts. AFC conducts business primarily at or near wholesale used vehicle auctions in the U.S. and Canada. 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. Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,962.4 $ 289.2 $ 2,251.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,244.5 55.4 1,299.9 Selling, general and administrative 522.9 35.2 558.1 Depreciation and amortization 173.6 9.4 183.0 Total operating expenses 1,941.0 100.0 2,041.0 Operating profit (loss) 21.4 189.2 210.6 Interest expense 87.1 39.5 126.6 Other (income) expense, net (0.5) (17.0) (17.5) Intercompany expense (income) 0.2 (0.2) — Income (loss) from continuing operations before income taxes (65.4) 166.9 101.5 Income taxes (6.5) 41.5 35.0 Net income (loss) from continuing operations $ (58.9) $ 125.4 $ 66.5 Total assets $ 4,508.3 $ 2,908.9 $ 7,417.2 Capital expenditures $ 103.9 $ 4.6 $ 108.5 Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,920.1 $ 267.6 $ 2,187.7 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,205.7 79.1 1,284.8 Selling, general and administrative 508.8 36.6 545.4 Depreciation and amortization 178.8 12.5 191.3 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 1,923.1 128.2 2,051.3 Operating profit (loss) (3.0) 139.4 136.4 Interest expense 89.8 39.1 128.9 Other (income) expense, net 2.2 (0.1) 2.1 Intercompany expense (income) 1.1 (1.1) — Income (loss) from continuing operations before income taxes (96.1) 101.5 5.4 Income taxes (17.0) 21.9 4.9 Net income (loss) from continuing operations $ (79.1) $ 79.6 $ 0.5 Total assets $ 4,515.3 $ 2,282.9 $ 6,798.2 Capital expenditures $ 95.5 $ 5.9 $ 101.4 Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2019 (in millions) : ADESA AFC Consolidated Operating revenues $ 2,429.0 $ 352.9 $ 2,781.9 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,520.7 96.4 1,617.1 Selling, general and administrative 621.1 40.9 662.0 Depreciation and amortization 175.5 13.2 188.7 Total operating expenses 2,317.3 150.5 2,467.8 Operating profit (loss) 111.7 202.4 314.1 Interest expense 125.5 64.0 189.5 Other (income) expense, net (7.3) (0.4) (7.7) Loss on extinguishment of debt 2.2 — 2.2 Intercompany expense (income) 5.0 (5.0) — Income (loss) from continuing operations before income taxes (13.7) 143.8 130.1 Income taxes (0.1) 37.8 37.7 Net income (loss) from continuing operations $ (13.6) $ 106.0 $ 92.4 Total assets $ 4,014.2 $ 2,567.0 $ 6,581.2 Capital expenditures $ 150.2 $ 11.4 $ 161.6 Geographic Information Our foreign operations include Canada, Mexico, Continental Europe and the U.K. Approximately 56%, 58% and 62% of our foreign operating revenues were from Canada for the years ended December 31, 2021, 2020 and 2019, 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) : Year Ended December 31, 2021 2020 2019 Operating revenues U.S. $ 1,648.9 $ 1,719.2 $ 2,267.5 Foreign 602.7 468.5 514.4 $ 2,251.6 $ 2,187.7 $ 2,781.9 December 31, 2021 2020 Long-lived assets U.S. $ 3,666.8 $ 3,198.6 Foreign 392.1 424.4 $ 4,058.9 $ 3,623.0 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Information for any one quarterly period is not necessarily indicative of the results that may be expected for the year. 2021 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Operating revenues $ 581.6 $ 585.4 $ 535.2 $ 549.4 Operating expenses Cost of services (exclusive of depreciation and amortization) 330.4 333.2 313.1 323.2 Selling, general, and administrative 149.0 140.2 134.1 134.8 Depreciation and amortization 47.0 45.4 44.7 45.9 Total operating expenses 526.4 518.8 491.9 503.9 Operating profit 55.2 66.6 43.3 45.5 Interest expense 30.9 31.2 32.2 32.3 Other (income) expense, net (50.2) 14.8 13.3 4.6 Income (loss) from continuing operations before income taxes 74.5 20.6 (2.2) 8.6 Income taxes 23.6 9.1 (1.2) 3.5 Net income (loss) from continuing operations $ 50.9 $ 11.5 $ (1.0) $ 5.1 Net income (loss) from continuing operations per share Basic $ 0.25 $ 0.01 $ (0.10) $ (0.04) Diluted $ 0.25 $ 0.01 $ (0.10) $ (0.04) 2020 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Operating revenues $ 645.5 $ 419.0 $ 593.6 $ 529.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 394.6 235.1 329.7 325.4 Selling, general, and administrative 162.4 112.3 131.0 139.7 Depreciation and amortization 47.7 46.5 46.5 50.6 Goodwill and other intangibles impairment — 29.8 — — Total operating expenses 604.7 423.7 507.2 515.7 Operating profit (loss) 40.8 (4.7) 86.4 13.9 Interest expense 38.0 30.9 29.5 30.5 Other (income) expense, net (2.0) 1.3 (1.1) 3.9 Income (loss) from continuing operations before income taxes 4.8 (36.9) 58.0 (20.5) Income taxes 2.0 (4.6) 10.9 (3.4) Net income (loss) from continuing operations $ 2.8 $ (32.3) $ 47.1 $ (17.1) Net income (loss) from continuing operations per share Basic $ 0.02 $ (0.27) $ 0.23 $ (0.21) Diluted $ 0.02 $ (0.27) $ 0.23 $ (0.21) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of KAR Auction Services and all of its majority owned subsidiaries. Significant intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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. |
Business Segments | Business Segments Our operations are grouped into two operating segments: ADESA Auctions and AFC. The two operating segments also serve as our reportable business segments. Operations are measured through detailed budgeting and monitoring of contributions to consolidated income by each business segment. |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity We recognize all derivative financial instruments in the consolidated financial statements at fair value in accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging . We currently use interest rate swaps that are designated and qualify as cash flow hedges to manage the variability of cash flows to be paid due to interest rate movements on our variable rate debt. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks. The fair value of the derivatives is recorded in "Other liabilities" on the consolidated balance sheet. Changes in the fair value of the interest rate derivatives designated as cash flow hedges are recorded as a component of "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. |
Foreign Currency Translation | Foreign Currency Translation The local currency is the functional currency for each of our foreign entities. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at average exchange rates in effect during the year. Assets and liabilities of foreign operations are translated using the exchange rates in effect at year end. Foreign currency transaction gains and losses are included in the consolidated statements of income within "Other (income) expense, net" and resulted in a loss of $3.8 million for the year ended December 31, 2021, a loss of $4.9 million for the year ended December 31, 2020 and a gain of $0.7 million for the year ended December 31, 2019. Adjustments arising from the translation of net assets located outside the U.S. (gains and losses) are shown as a component of "Accumulated other comprehensive income." |
Cash Equivalents | Cash Equivalents All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. These investments are valued at cost, which approximates fair value. |
Restricted Cash | Restricted Cash AFC Funding Corporation, a wholly-owned, bankruptcy remote, consolidated, special purpose subsidiary of AFC, is required to maintain a minimum cash reserve of 1 or 3 percent of total receivables sold to the group of bank purchasers as security for the receivables sold. Automotive Finance Canada Inc. ("AFCI") is also required to maintain a minimum cash reserve of 1 or 3 percent of total receivables sold to its securitization facilities. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreements. Such reserves are presented as "Restricted cash" on the consolidated balance sheets. |
Receivables | Receivables Trade receivables include the unremitted purchase price of vehicles purchased by third parties at the auctions, fees to be collected from those buyers and amounts due for services provided by us related to certain consigned vehicles in our possession. The amounts due with respect to the consigned vehicles are generally deducted from the sales proceeds upon the eventual auction or other disposition of the related vehicles. Finance receivables include floorplan receivables created by financing dealer purchases of vehicles in exchange for a security interest in those vehicles and special purpose loans. Floorplan receivables become due at the earlier of the dealer subsequently selling the vehicle or a predetermined time period (generally 30 to 90 days). Special purpose loans relate to loans that are either line of credit loans or working capital loans that can be either secured or unsecured based on the facts and circumstances of the specific loans. Due to the nature of our business, substantially all trade and finance receivables are due from vehicle dealers and commercial sellers. We have possession of vehicles or vehicle titles collateralizing a significant portion of the trade and finance receivables. Trade receivables are reported net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on management's evaluation of the receivables under current conditions, the aging of the receivables, review of specific collection issues and such other factors which in management's judgment deserve recognition in estimating losses. We also maintain an allowance for credit losses for estimated losses resulting from the inability of customers to make required payments. AFC’s finance receivables represent revolving line of credit arrangements extended to used car dealers and are secured by collateral which is a key credit quality indicator monitored by the Company. Delinquencies and losses are monitored on an ongoing basis and this historical experience provides the primary basis for estimating the allowance which is estimated using a loss-rate method. We estimate the allowance for credit losses using a methodology that first considers historical loss rates calculated using recorded charge-offs and recoveries over a historical period as well as identified potential loss events as the primary quantitative factors. The allowance for credit losses is also based on management's evaluation of the receivables portfolio under current economic conditions, the size of the portfolio, overall portfolio credit quality, review of specific collection matters and such other factors which, in management's judgment, deserve recognition in estimating losses. Specific collection matters can be impacted by the outcome of negotiations, litigation and bankruptcy proceedings with individual customers. AFC controls credit risk through credit approvals, credit limits, underwriting and collateral management monitoring procedures, including lot audits and holding vehicle titles where permitted. The estimates are based on management’s evaluation of many factors, including AFC’s historical credit loss experience, the value of the underlying collateral, delinquency trends and economic conditions. The estimates are based on information available as of each reporting date and reflect the expected credit losses over the entire expected term of the receivables. Actual losses may differ from the original estimates due to actual results varying from those assumed in our estimates. |
Credit Losses | Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update changed the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted Topic 326 in the first quarter of 2020 and the change in methodology for measuring credit losses resulted in an increase in the allowance for credit losses of approximately $5.0 million. The cumulative effect of this change was recognized, net of tax, as a $3.8 million adjustment to retained earnings on January 1, 2020. |
Other Current Assets | Other Current Assets Other current assets consist of inventories, prepaid expenses, taxes receivable and other miscellaneous assets. The inventories, which consist of vehicles, supplies and parts, are accounted for on the specific identification method and are stated at the lower of cost or net realizable value. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets of businesses acquired. Goodwill is tested for impairment annually in the second quarter, or more frequently as impairment indicators arise. ASC 350, Intangibles—Goodwill and Other |
Customer Relationships and Other Intangible Assets | Customer Relationships and Other Intangible Assets Customer relationships are amortized on a straight-line basis over the life determined at the time of acquisition. Other intangible assets generally consist of tradenames, computer software and non-compete agreements, which if amortized, are amortized using the straight-line method over their estimated useful lives. Tradenames with indefinite lives are not amortized. Costs incurred related to software developed or obtained for internal use are capitalized during the application development stage of |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method at rates intended to depreciate the costs of assets over their estimated useful lives. Upon retirement or sale of property and equipment, the cost of the disposed assets and related accumulated depreciation is removed from the accounts and any resulting gain or loss is credited or charged to selling, general and administrative expenses. Expenditures for normal repairs and maintenance are charged to expense as incurred. Additions and expenditures for improving or rebuilding existing assets that extend the useful life are capitalized. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured. |
Unamortized Debt Issuance Costs | Unamortized Debt Issuance Costs Debt issuance costs reflect the expenditures incurred in conjunction with term loan debt, the revolving credit facility, the senior notes and the U.S. and Canadian receivables purchase agreements. The debt issuance costs are being amortized to interest expense using the effective interest method or the straight-line method, as applicable, over the lives of the related debt issues. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability. |
Other Assets | Other Assets Other assets consist of investments, deposits, notes receivable, foreign deferred taxes and other long-term assets. |
Long-Lived Assets | Long-Lived Assets Management reviews our property and equipment, customer relationships and other intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The determination includes evaluation of factors such as current market value, future asset utilization, business climate and future cash flows expected to result from the use of the related assets. If the carrying amount of a long-lived asset exceeds the total amount of the estimated undiscounted future cash flows from that asset, a loss is recognized in the period to the extent that the carrying amount exceeds the fair value of the asset. The impairment analysis is based on our current business strategy, expected growth rates and estimated future economic and regulatory conditions. |
Leases | Leases In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842) , which replaces the existing lease guidance in Topic 840. The ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use ("ROU") assets and corresponding lease liabilities on the balance sheet, with an exception for leases that meet the definition of a short-term lease. The new guidance continues to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We adopted Topic 842 in the first quarter of 2019 and as permitted by ASU 2018-11, Leases (Topic 842): Targeted Improvements , we applied the new standard at the adoption date and recognized the cumulative-effect of initially applying the new standard as an increase of $1.1 million to the opening balance of retained earnings. The cumulative-effect adjustment related to the derecognition of existing fixed assets for which we were determined to be the accounting owner under Topic 840 and related liabilities associated with certain sale leaseback transactions in build-to-suit arrangements that did not qualify for sale accounting under Topic 840. Depreciation related to these fixed assets was recorded consistently with owned property and equipment in depreciation expense. In accordance with Topic 842, the lease agreements associated with the derecognized fixed assets and related liabilities generated ROU assets and lease liabilities that will be amortized to lease expense over the lease term. In addition, we recognized additional operating liabilities for continuing operations of approximately $342 million with related ROU assets of approximately $314 million based on the present value of the remaining minimum rental payments for existing operating leases. We determine if an arrangement is a lease at inception. Operating leases are included in "Operating lease right-of-use assets," "Other accrued expenses" and "Operating lease liabilities" in our consolidated balance sheets. Finance leases are included in "Property and equipment, net," "Other accrued expenses" and "Other liabilities" in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Accounts Payable | Accounts Payable Accounts payable include amounts due sellers from the proceeds of the sale of their consigned vehicles less any fees, as well as trade payables and outstanding checks to sellers and vendors. Book overdrafts, representing outstanding checks in excess of funds on deposit, are recorded in "Accounts payable" and amounted to $85.1 million and $81.8 million at December 31, 2021 and 2020, respectively. |
Self Insurance Reserves | Self-Insurance Reserves We self-insure our employee medical benefits, as well as a portion of our automobile, general liability and workers' compensation claims. We have insurance coverage that limits the exposure on individual claims. The cost of the insurance is expensed over the contract periods. We record an accrual for the claims related to our employee medical benefits, automobile, general liability and workers' compensation claims based upon the expected amount of all such claims. Accrued medical benefits and workers' compensation expenses are included in "Accrued employee benefits and compensation expenses" while accrued automobile and general liability expenses are included in "Other accrued expenses." |
Environmental Liabilities | Environmental Liabilities Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress, or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in "Other accrued expenses" at undiscounted amounts and exclude claims for recoveries from insurance or other third parties. |
Temporary Equity | Temporary Equity The Company records shares of convertible preferred stock at their respective fair values on the date of issuance, net of issuance costs. The convertible preferred stock is recorded outside of stockholders' equity on the consolidated balance sheet because the shares contain liquidation features that are not solely within the Company's control. The Company has elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. See Note 15 for a discussion of the convertible preferred stock. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers , except for AFC interest and fee income, which is described under AFC below. Revenue is recognized when control of the promised goods or services are transferred to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates its revenues from contracts with customers. In contracts with multiple performance obligations, the Company identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the contract at contract inception. Performance obligations that are not distinct at contract inception are combined. The Company allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation. The Company then determines how the goods or services are transferred to the customer in order to determine the timing of revenue recognition. There were no material contract assets, contract liabilities or deferred contract costs recorded on the consolidated balance sheet as of December 31, 2021. For each of our primary revenue streams, cash flows are consistent with the timing of revenue recognition. For the year ended December 31, 2021, revenue recognized from performance obligations related to prior periods was not material. Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less and contracts where revenue is recognized as invoiced, is not material. ADESA The performance obligation contained within the ADESA auction contracts for sellers is facilitating the remarketing of vehicles, including titling, administration and sale at auction. The remarketing performance obligation is satisfied at the point in time the vehicle is sold through the auction process. The ADESA ancillary services contracts include services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification and collateral recovery services. The performance obligations related to these services are subject to separate contracts and are satisfied at the point in time the services are completed. Contracts with buyers are generally established via purchase at auction, subject to standard terms and conditions. These contracts contain a single performance obligation, which is satisfied at a point in time when the vehicle is purchased through the auction process. Most of the vehicles that are sold through auctions are consigned to ADESA by the seller and held at ADESA’s facilities or third-party locations. ADESA does not take title to these consigned vehicles and records only its auction fees as revenue ("Auction fees" in the consolidated statement of income) because it has no influence on the vehicle auction selling price agreed to by the seller and the buyer at the auction. ADESA does not record the gross selling price of the consigned vehicles sold at auction as revenue. Our buyer fees are typically based on a tiered structure with fees increasing with the sale price of the vehicle, while seller fees are typically fixed. ADESA generally enforces its rights to payment for seller transactions through net settlement provisions following the sale of a vehicle. ADESA services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification and collateral recovery services are generally recognized at the time of service ("Service revenue" in the consolidated statement of income). ADESA also sells vehicles that have been purchased, which represent approximately 1% of total vehicles sold. For these types of sales, ADESA does record the gross selling price of purchased vehicles sold at auction as revenue ("Purchased vehicle sales" in the consolidated statement of income) and the gross purchase price of the vehicles as "Cost of services." AFC AFC's revenue ("Finance-related revenue" in the consolidated statement of income) is comprised of interest and fee income, provision for credit losses and other revenues associated with our finance receivables, as well as warranty contract revenue prior to 2021. The following table summarizes the primary components of AFC's finance-related revenue: Year Ended December 31, AFC Revenue (in millions) 2021 2020 2019 Interest and fee income $ 284.1 $ 266.1 $ 342.1 Other revenue 8.6 8.7 10.9 Provision for credit losses (3.5) (38.6) (35.3) Warranty contract revenue — 31.4 35.2 $ 289.2 $ 267.6 $ 352.9 Interest and fee income Revenues associated with interest and fee income are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs, and therefore are not subject to evaluation under Topic 606. Interest on finance receivables is recognized based on the number of days the vehicle remains financed. AFC ceases recognition of interest on finance receivables when the loans become delinquent, which is generally 31 days past due. Dealers are also charged a fee to floorplan a vehicle ("floorplan fee"), to extend the terms of the receivable ("curtailment fee") and a document processing fee. AFC fee income including floorplan and curtailment fees is recognized over the estimated life of the finance receivable. Other revenue Other revenue includes lot check fees, filing fees, lien holder payoff services and other related program fees, each of which are charged to and collected from AFC's customers. Warranty contract revenue Warranty contract revenue represents the revenue generated by Preferred Warranties, Inc. PWI receives advance payments for vehicle service contracts and unearned revenue is deferred and recognized over the terms of the contracts utilizing a historical earnings curve. PWI was sold on December 1, 2020. |
Income Taxes | Income Taxes We file federal, state and foreign income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes . The provision for income taxes includes federal, foreign, state and local income taxes payable, as well as deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable amounts in periods in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Net Income (Loss) from Continuing Operations per Share | Net Income (Loss) from Continuing Operations per Share Prior to 2020, basic net income from continuing operations per share was computed by dividing net income from continuing operations by the weighted average common shares outstanding during the year. Diluted net income from continuing operations per share represents net income from continuing operations divided by the sum of the weighted average common shares outstanding plus potential dilutive instruments related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income from continuing operations 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. Stock options that would have an anti-dilutive effect on net income from continuing operations per diluted share, unexercisable market options and performance-based restricted stock units ("PRSUs") subject to performance conditions which have not yet been satisfied are excluded from the calculations. Beginning in 2020, the Company also includes participating securities (Series A Preferred Stock) in the computation of net income (loss) from continuing operations per share pursuant to the two-class method. The two-class method of calculating net income (loss) from continuing operations 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 from continuing operations in determining net income (loss) attributable to common stockholders. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718, Compensation—Stock Compensation |
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. 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of the primary components of AFC's revenue | AFC's revenue ("Finance-related revenue" in the consolidated statement of income) is comprised of interest and fee income, provision for credit losses and other revenues associated with our finance receivables, as well as warranty contract revenue prior to 2021. The following table summarizes the primary components of AFC's finance-related revenue: Year Ended December 31, AFC Revenue (in millions) 2021 2020 2019 Interest and fee income $ 284.1 $ 266.1 $ 342.1 Other revenue 8.6 8.7 10.9 Provision for credit losses (3.5) (38.6) (35.3) Warranty contract revenue — 31.4 35.2 $ 289.2 $ 267.6 $ 352.9 |
IAA Separation and Discontinu_2
IAA Separation and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table presents the results of operations for IAA that have been reclassified to discontinued operations for all periods presented: Year Ended December 31, 2021 2020 2019 Operating revenues $ — $ — $ 723.6 Operating expenses Cost of services (exclusive of depreciation and amortization) — — 446.1 Selling, general and administrative — — 94.5 Depreciation and amortization — — 43.9 Total operating expenses — — 584.5 Operating profit — — 139.1 Interest expense — — 2.7 Other income, net — — — Income from discontinued operations before income taxes — — 136.4 Income taxes — — 40.3 Income from discontinued operations $ — $ — $ 96.1 |
Stock and Stock-Based Compens_2
Stock and Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 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) : Year Ended December 31, 2021 2020 2019 PRSUs $ 2.0 $ 4.8 $ 10.0 RSUs 6.4 9.2 9.6 Service options 1.1 — — Market options 6.1 — — Total stock-based compensation expense $ 15.6 $ 14.0 $ 19.6 |
PRSUs | |
Stock and Stock-Based Compensation Plans | |
Summary of PRSU activity | The following table summarizes PRSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Performance Restricted Stock Units Number Weighted Average Grant Date Fair Value PRSUs at January 1, 2021 791,158 $ 20.97 Granted 664,680 15.37 Vested (192,884) 20.36 Forfeited (8,322) 21.22 PRSUs at December 31, 2021 1,254,632 $ 18.10 |
RSUs | |
Stock and Stock-Based Compensation Plans | |
Summary of RSU activity | The following table summarizes RSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2021: Restricted Stock Units Number Weighted Average Grant Date Fair Value RSUs at January 1, 2021 578,342 $ 21.73 Granted 482,664 13.93 Vested (257,800) 20.61 Forfeited (55,591) 17.71 RSUs at December 31, 2021 747,615 $ 16.81 |
Service options | |
Stock and Stock-Based Compensation Plans | |
Summary of option activity | The following table summarizes service option activity under the Omnibus Plan for the year ended December 31, 2021: Service Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 487,156 $ 10.66 Granted 1,071,609 16.15 Exercised (54,892) 7.99 Forfeited (2,796) 5.39 Canceled 2,250 11.57 Outstanding at December 31, 2021 1,503,327 $ 14.70 7.2 years $ 2.8 Exercisable at December 31, 2021 431,718 $ 11.06 2.0 years $ 2.0 |
Market Options | |
Stock and Stock-Based Compensation Plans | |
Summary of option activity | The following table summarizes market option activity under the Omnibus Plan for the year ended December 31, 2021: Market Options Number Weighted Weighted Aggregate Outstanding at January 1, 2021 — N/A Granted 4,286,426 16.15 Exercised — N/A Forfeited — N/A Canceled — N/A Outstanding at December 31, 2021 4,286,426 $ 16.15 9.4 years $ 3.5 Exercisable at December 31, 2021 — N/A N/A N/A |
Net Income (Loss) from Contin_2
Net Income (Loss) from Continuing Operations Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of computation of net income (loss) from continuing operations per share | The following table sets forth the computation of net income (loss) from continuing operations per share (in millions except per share amounts) : Year Ended December 31, 2021 2020 2019 Net income from continuing operations $ 66.5 $ 0.5 $ 92.4 Series A Preferred Stock dividends (41.1) (21.6) — Net income attributable to participating securities (5.5) — — Net income (loss) attributable to common stockholders $ 19.9 $ (21.1) $ 92.4 Weighted average common shares outstanding 123.0 129.3 131.6 Effect of dilutive stock options and restricted stock awards 0.6 — 1.3 Weighted average common shares outstanding and potential common shares 123.6 129.3 132.9 Net income (loss) from continuing operations per share Basic $ 0.16 $ (0.16) $ 0.70 Diluted $ 0.16 $ (0.16) $ 0.70 |
Allowance for Credit Losses a_2
Allowance for Credit Losses and Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Finance receivables | |
Allowance for Credit Losses and Doubtful Accounts | |
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 ): Year Ended December 31, 2021 2020 2019 Allowance for Credit Losses Balance at beginning of period $ 22.0 $ 15.0 $ 14.0 Opening balance adjustment for adoption of ASC Topic 326 — 5.0 — Provision for credit losses 3.5 38.6 35.3 Recoveries 12.6 10.0 7.7 Less charge-offs (15.1) (46.6) (42.0) Balance at end of period $ 23.0 $ 22.0 $ 15.0 |
Trade receivables | |
Allowance for Credit Losses and Doubtful Accounts | |
Summary of the changes in the allowance for credit losses and doubtful accounts | The following is a summary of changes in the allowance for doubtful accounts related to trade receivables ( in millions ): Year Ended December 31, 2021 2020 2019 Allowance for Doubtful Accounts Balance at beginning of period $ 12.1 $ 9.5 $ 8.7 Provision for credit losses 5.3 5.2 4.8 Less net charge-offs (3.2) (2.6) (4.0) Balance at end of period $ 14.2 $ 12.1 $ 9.5 |
Finance Receivables and Oblig_2
Finance Receivables and Obligations Collateralized by Finance Receivables (Tables) | 12 Months Ended |
Dec. 31, 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. December 31, 2021 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,519.7 $ 7.3 $ 2.5 Other loans 9.3 — — Total receivables managed $ 2,529.0 $ 7.3 $ 2.5 December 31, 2020 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 1,892.1 $ 22.9 $ 36.6 Other loans 18.9 — — Total receivables managed $ 1,911.0 $ 22.9 $ 36.6 |
Schedule of obligations collateralized by finance receivables | Obligations collateralized by finance receivables consisted of the following: December 31, December 31, Obligations collateralized by finance receivables, gross $ 1,707.4 $ 1,282.8 Unamortized securitization issuance costs (15.1) (21.6) Obligations collateralized by finance receivables $ 1,692.3 $ 1,261.2 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Goodwill consisted of the following ( in millions ): ADESA AFC Total Balance at December 31, 2019 $ 1,558.0 $ 263.7 $ 1,821.7 Increase for acquisition activity 354.8 — 354.8 Decrease for disposition activity — (22.8) (22.8) Impairment (25.5) — (25.5) Foreign currency 12.0 — 12.0 Balance at December 31, 2020 $ 1,899.3 $ 240.9 $ 2,140.2 Increase for acquisition activity 447.2 — 447.2 Foreign currency (9.0) — (9.0) Balance at December 31, 2021 $ 2,337.5 $ 240.9 $ 2,578.4 |
Summary of customer relationships | A summary of customer relationships is as follows ( in millions ): December 31, 2021 December 31, 2020 Useful Gross Accumulated Carrying Gross Accumulated Carrying Customer relationships 5 - 19 $ 952.0 $ (708.7) $ 243.3 $ 879.9 $ (668.6) $ 211.3 |
Summary of other intangibles | A summary of other intangibles is as follows ( in millions ): December 31, 2021 December 31, 2020 Useful Lives Gross Accumulated Carrying Gross Accumulated Carrying Tradenames 1 - Indefinite $ 151.4 $ (14.9) $ 136.5 $ 150.8 $ (12.2) $ 138.6 Computer software & technology 3 - 13 574.2 (434.8) 139.4 501.1 (349.5) 151.6 Covenants not to compete 5 0.3 (0.3) — 0.3 (0.3) — Total $ 725.9 $ (450.0) $ 275.9 $ 652.2 $ (362.0) $ 290.2 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following ( in millions ): Useful Lives December 31, 2021 2020 Land $ 197.7 $ 205.6 Buildings 5 - 40 252.6 248.3 Land improvements 5 - 20 195.1 191.3 Building and leasehold improvements 3 - 33 165.2 146.4 Furniture, fixtures and equipment 1 - 15 338.4 358.9 Vehicles 3 - 10 16.7 16.8 Construction in progress 15.6 19.0 1,181.3 1,186.3 Accumulated depreciation (602.1) (596.4) Property and equipment, net $ 579.2 $ 589.9 |
Self Insurance and Retained L_2
Self Insurance and Retained Loss Reserves (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Self Insurance and Retained Loss Reserves [Abstract] | |
Summary of the changes in the reserves for self-insurance and the retained losses | The following is a summary of the changes in the reserves for self-insurance and the retained losses ( in millions) : Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 35.0 $ 36.7 $ 35.8 Net payments (71.4) (79.4) (66.2) Expense 64.3 77.7 67.1 Balance at end of period $ 27.9 $ 35.0 $ 36.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in millions) : December 31, Interest Rate* Maturity 2021 2020 Term Loan B-6 Adjusted LIBOR + 2.25% September 19, 2026 $ 928.6 $ 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 6.8 14.8 Total debt 1,885.4 1,902.9 Unamortized debt issuance costs/discounts (19.4) (24.8) Current portion of long-term debt (16.3) (24.3) Long-term debt $ 1,849.7 $ 1,853.8 |
Schedule of aggregate future principal payments on long-term debt | At December 31, 2021, aggregate future principal payments on long-term debt are as follows ( in millions ): 2022 $ 16.3 2023 9.5 2024 9.5 2025 959.5 2026 890.6 Thereafter — $ 1,885.4 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [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 December 31, 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 $ 7.5 Other liabilities $ 25.9 |
Schedule of interest rate derivatives, statement of financial performance | The following table presents the effect of the interest rate derivatives on our consolidated statements of income for the periods presented (in millions): Location of Gain / (Loss) Recognized in Income on Derivatives Amount of Gain / (Loss) Year Ended December 31, 2021 2020 2019 Derivatives Designated as Hedging Instruments 2020 Interest rate swaps Interest expense $ — $ — N/A Derivatives Not Designated as Hedging Instruments 2017 Interest rate caps Interest expense N/A N/A $ (0.9) |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other (Income) Expense, Net | Other (income) expense, net consisted of the following ( in millions ): December 31, 2021 2020 2019 Change in realized and unrealized gains on investment securities $ (33.4) $ — $ — Contingent consideration valuation (Note 3) 24.3 4.7 — Foreign currency (gains) losses 3.8 4.9 (0.7) Other (12.2) (7.5) (7.0) Other (income) expense, net $ (17.5) $ 2.1 $ (7.7) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense were as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 60.9 $ 60.5 $ 60.2 Finance lease cost: Amortization of right-of-use assets $ 10.9 $ 14.3 $ 14.7 Interest on lease liabilities 0.9 1.4 1.3 Total finance lease cost $ 11.8 $ 15.7 $ 16.0 |
Supplemental cash flow information related to leases | Supplemental cash flow information related to leases was as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 60.6 $ 59.1 $ 58.8 Operating cash flows related to finance leases 0.9 1.4 1.3 Financing cash flows related to finance leases 10.5 16.1 15.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases 14.0 21.7 85.9 Finance leases 4.8 5.3 18.1 |
Supplementatl balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): December 31, 2021 2020 Operating Leases Operating lease right-of-use assets $ 325.7 $ 350.6 Other accrued expenses $ 39.6 $ 37.1 Operating lease liabilities 317.1 344.2 Total operating lease liabilities $ 356.7 $ 381.3 Finance Leases Property and equipment, gross $ 102.6 $ 107.0 Accumulated depreciation (90.3) (88.6) Property and equipment, net $ 12.3 $ 18.4 Other accrued expenses $ 5.6 $ 9.0 Other liabilities 5.1 7.5 Total finance lease liabilities $ 10.7 $ 16.5 Weighted Average Remaining Lease Term Operating leases 9.2 years 9.9 years Finance leases 1.9 years 2.1 years Weighted Average Discount Rate Operating leases 5.5 % 5.9 % Finance leases 4.8 % 5.1 % |
Maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows ( in millions ): Operating Finance Leases 2022 $ 57.9 $ 5.9 2023 55.2 3.5 2024 53.6 1.6 2025 50.2 0.2 2026 46.9 0.1 Thereafter 196.3 — Total lease payments 460.1 11.3 Less imputed interest (103.4) (0.6) Total $ 356.7 $ 10.7 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income before income taxes | The components of our income (loss) from continuing operations before income taxes and the provision for income taxes are as follows ( in millions ): Year Ended December 31, 2021 2020 2019 Income (loss) from continuing operations before income taxes: Domestic $ 31.4 $ (9.0) $ 100.0 Foreign 70.1 14.4 30.1 Total $ 101.5 $ 5.4 $ 130.1 Income tax expense (benefit): Current: Federal $ (2.9) $ (10.6) $ 18.4 Foreign 27.7 20.5 17.4 State 2.4 2.2 5.2 Total current provision 27.2 12.1 41.0 Deferred: Federal 7.2 0.8 3.8 Foreign 0.4 (4.9) (7.4) State 0.2 (3.1) 0.3 Total deferred provision 7.8 (7.2) (3.3) Income tax expense $ 35.0 $ 4.9 $ 37.7 |
Schedule of components of the provision for income taxes | The provision for income taxes was different from the U.S. federal statutory rate applied to income before taxes, and is reconciled as follows: Year Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net 2.4 % (2.3) % 3.6 % Reserves for tax exposures (0.2) % (4.1) % (0.5) % Change in valuation allowance 1.3 % 22.7 % 0.9 % International operations 7.9 % 78.0 % 3.1 % Stock-based compensation (1.0) % (93.7) % (2.5) % Impact of law and rate change 0.2 % (53.6) % (0.2) % Excess officer's compensation 1.3 % 20.2 % 1.5 % Transaction costs 0.4 % 9.7 % 0.6 % Refund claims (3.3) % — % — % Goodwill and other intangibles impairment — % 116.4 % — % Impact of acquisition and divestiture adjustments 4.8 % (27.1) % — % Other, net (0.3) % 3.5 % 1.5 % Effective rate 34.5 % 90.7 % 29.0 % |
Schedule of deferred tax assets (liabilities) | Deferred tax assets (liabilities) are comprised of the following ( in millions ): December 31, 2021 2020 Gross deferred tax assets: Allowances for trade and finance receivables $ 9.2 $ 8.6 Accruals and liabilities 6.5 6.9 Employee benefits and compensation 14.4 16.4 Net operating loss carryforwards 52.8 61.5 Right of use lease liability 87.8 94.3 Other 7.8 12.2 Total deferred tax assets 178.5 199.9 Deferred tax asset valuation allowance (45.7) (42.2) Total 132.8 157.7 Gross deferred tax liabilities: Property and equipment (77.2) (79.8) Goodwill and intangible assets (102.2) (107.3) Right of use lease asset (80.2) (86.7) Other (3.0) (2.5) Total (262.6) (276.3) Net deferred tax liabilities $ (129.8) $ (118.6) |
Schedule of expirations of gross tax benefit from state and federal net operating loss carryforwards | The tax benefit from state and federal net operating loss carryforwards expires as follows ( in millions ): 2022 $ 0.3 2023 0.4 2024 0.3 2025 0.6 2026 1.1 2027 to 2041 50.1 $ 52.8 |
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows ( in millions ): December 31, 2021 2020 Balance at beginning of period $ 5.4 $ 6.1 Increase in prior year tax positions — — Decrease in prior year tax positions (0.2) (0.3) Increase in current year tax positions 0.6 0.3 Lapse in statute of limitations (0.8) (0.7) Balance at end of period $ 5.0 $ 5.4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 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 ): December 31, 2021 2020 Foreign currency translation loss $ (19.0) $ (13.2) Unrealized loss on interest rate derivatives, net of tax (5.7) (19.5) Accumulated other comprehensive loss $ (24.7) $ (32.7) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,962.4 $ 289.2 $ 2,251.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,244.5 55.4 1,299.9 Selling, general and administrative 522.9 35.2 558.1 Depreciation and amortization 173.6 9.4 183.0 Total operating expenses 1,941.0 100.0 2,041.0 Operating profit (loss) 21.4 189.2 210.6 Interest expense 87.1 39.5 126.6 Other (income) expense, net (0.5) (17.0) (17.5) Intercompany expense (income) 0.2 (0.2) — Income (loss) from continuing operations before income taxes (65.4) 166.9 101.5 Income taxes (6.5) 41.5 35.0 Net income (loss) from continuing operations $ (58.9) $ 125.4 $ 66.5 Total assets $ 4,508.3 $ 2,908.9 $ 7,417.2 Capital expenditures $ 103.9 $ 4.6 $ 108.5 Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2020 (in millions) : ADESA AFC Consolidated Operating revenues $ 1,920.1 $ 267.6 $ 2,187.7 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,205.7 79.1 1,284.8 Selling, general and administrative 508.8 36.6 545.4 Depreciation and amortization 178.8 12.5 191.3 Goodwill and other intangibles impairment 29.8 — 29.8 Total operating expenses 1,923.1 128.2 2,051.3 Operating profit (loss) (3.0) 139.4 136.4 Interest expense 89.8 39.1 128.9 Other (income) expense, net 2.2 (0.1) 2.1 Intercompany expense (income) 1.1 (1.1) — Income (loss) from continuing operations before income taxes (96.1) 101.5 5.4 Income taxes (17.0) 21.9 4.9 Net income (loss) from continuing operations $ (79.1) $ 79.6 $ 0.5 Total assets $ 4,515.3 $ 2,282.9 $ 6,798.2 Capital expenditures $ 95.5 $ 5.9 $ 101.4 Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2019 (in millions) : ADESA AFC Consolidated Operating revenues $ 2,429.0 $ 352.9 $ 2,781.9 Operating expenses Cost of services (exclusive of depreciation and amortization) 1,520.7 96.4 1,617.1 Selling, general and administrative 621.1 40.9 662.0 Depreciation and amortization 175.5 13.2 188.7 Total operating expenses 2,317.3 150.5 2,467.8 Operating profit (loss) 111.7 202.4 314.1 Interest expense 125.5 64.0 189.5 Other (income) expense, net (7.3) (0.4) (7.7) Loss on extinguishment of debt 2.2 — 2.2 Intercompany expense (income) 5.0 (5.0) — Income (loss) from continuing operations before income taxes (13.7) 143.8 130.1 Income taxes (0.1) 37.8 37.7 Net income (loss) from continuing operations $ (13.6) $ 106.0 $ 92.4 Total assets $ 4,014.2 $ 2,567.0 $ 6,581.2 Capital expenditures $ 150.2 $ 11.4 $ 161.6 |
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) : Year Ended December 31, 2021 2020 2019 Operating revenues U.S. $ 1,648.9 $ 1,719.2 $ 2,267.5 Foreign 602.7 468.5 514.4 $ 2,251.6 $ 2,187.7 $ 2,781.9 December 31, 2021 2020 Long-lived assets U.S. $ 3,666.8 $ 3,198.6 Foreign 392.1 424.4 $ 4,058.9 $ 3,623.0 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data | Information for any one quarterly period is not necessarily indicative of the results that may be expected for the year. 2021 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Operating revenues $ 581.6 $ 585.4 $ 535.2 $ 549.4 Operating expenses Cost of services (exclusive of depreciation and amortization) 330.4 333.2 313.1 323.2 Selling, general, and administrative 149.0 140.2 134.1 134.8 Depreciation and amortization 47.0 45.4 44.7 45.9 Total operating expenses 526.4 518.8 491.9 503.9 Operating profit 55.2 66.6 43.3 45.5 Interest expense 30.9 31.2 32.2 32.3 Other (income) expense, net (50.2) 14.8 13.3 4.6 Income (loss) from continuing operations before income taxes 74.5 20.6 (2.2) 8.6 Income taxes 23.6 9.1 (1.2) 3.5 Net income (loss) from continuing operations $ 50.9 $ 11.5 $ (1.0) $ 5.1 Net income (loss) from continuing operations per share Basic $ 0.25 $ 0.01 $ (0.10) $ (0.04) Diluted $ 0.25 $ 0.01 $ (0.10) $ (0.04) 2020 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Operating revenues $ 645.5 $ 419.0 $ 593.6 $ 529.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 394.6 235.1 329.7 325.4 Selling, general, and administrative 162.4 112.3 131.0 139.7 Depreciation and amortization 47.7 46.5 46.5 50.6 Goodwill and other intangibles impairment — 29.8 — — Total operating expenses 604.7 423.7 507.2 515.7 Operating profit (loss) 40.8 (4.7) 86.4 13.9 Interest expense 38.0 30.9 29.5 30.5 Other (income) expense, net (2.0) 1.3 (1.1) 3.9 Income (loss) from continuing operations before income taxes 4.8 (36.9) 58.0 (20.5) Income taxes 2.0 (4.6) 10.9 (3.4) Net income (loss) from continuing operations $ 2.8 $ (32.3) $ 47.1 $ (17.1) Net income (loss) from continuing operations per share Basic $ 0.02 $ (0.27) $ 0.23 $ (0.21) Diluted $ 0.02 $ (0.27) $ 0.23 $ (0.21) |
Organization and Other Matters
Organization and Other Matters (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2021USD ($)networkproviderlocation$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jun. 30, 2020$ / shares | Sep. 19, 2019USD ($) | May 31, 2017USD ($) | |
Organization and Other Matters | ||||||
Long-term debt | $ 1,885.4 | $ 1,902.9 | ||||
Proceeds from the sale of PWI | $ 2.2 | $ 24.3 | $ 0 | |||
Series A Preferred Stock [Member] | ||||||
Organization and Other Matters | ||||||
Series A Preferred Stock par value per share | $ / shares | $ 0.01 | $ 0.01 | ||||
Series A Preferred Stock shares outstanding | shares | 612,676 | 571,606 | ||||
ADESA Auctions | ||||||
Organization and Other Matters | ||||||
Number of sites for whole car auctions | network | 70 | |||||
Ranking of largest providers of used vehicle auctions and related services | provider | 2 | |||||
AFC | ||||||
Organization and Other Matters | ||||||
Number of floorplan financing locations | location | 100 | |||||
PWI | ||||||
Organization and Other Matters | ||||||
Proceeds from the sale of PWI | $ 24.3 | |||||
Deferred payment from sale of PWI | $ 2.2 | |||||
Term Loan B-6 | ||||||
Organization and Other Matters | ||||||
Long-term debt | 928.6 | 938.1 | ||||
Senior Notes [Member] | ||||||
Organization and Other Matters | ||||||
Long-term debt | $ 950 | 950 | ||||
Senior notes stated interest rate | 5.125% | 5.125% | ||||
Credit Agreement | Term Loan B-6 | ||||||
Organization and Other Matters | ||||||
Long-term debt | $ 950 | |||||
Credit Agreement | Senior secured revolving credit facility | ||||||
Organization and Other Matters | ||||||
Long-term debt | $ 0 | $ 0 | ||||
Maximum borrowing capacity | $ 325 | |||||
Credit Agreement | 2017 Revolving Credit Facility | ||||||
Organization and Other Matters | ||||||
Maximum borrowing capacity | $ 350 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Business Segments | ||||||
Number of operating segments | segment | 3 | 2 | ||||
Number of reportable segments | segment | 2 | |||||
Foreign Currency Translation | ||||||
Foreign currency (gains) losses | $ (3.8) | $ (4.9) | $ 0.7 | |||
Leases | ||||||
Total operating lease liabilities | 356.7 | $ 342 | ||||
Operating lease right-of-use assets | 325.7 | 350.6 | $ 314 | |||
Accounts Payable | ||||||
Book overdrafts | $ 85.1 | 81.8 | ||||
Income Taxes | ||||||
Recognized income tax positions measured at largest amount greater than specified percentage being realized | 50.00% | |||||
Operating revenues | ||||||
Provision for credit losses | $ (3.5) | (38.6) | (35.3) | |||
Finance-related revenue | $ 289.2 | 267.6 | 352.9 | |||
Purchased vehicles sold as a percentage of total vehicles sold | 1.00% | |||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Estimated increase in allowance for credit losses from adopting ASU 2016-13 | $ 0 | 5 | 0 | |||
Stockholders' Equity Attributable to Parent | 1,513 | 1,615.8 | 1,650.2 | $ 1,464.2 | ||
Retained Earnings | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Stockholders' Equity Attributable to Parent | 625.7 | 600.7 | 651 | $ 392.3 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Stockholders' Equity Attributable to Parent | (3.8) | 1.1 | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Stockholders' Equity Attributable to Parent | (3.8) | 1.1 | ||||
AFC | ||||||
Operating revenues | ||||||
Interest and fee income | 284.1 | 266.1 | 342.1 | |||
Other revenue | 8.6 | 8.7 | 10.9 | |||
Provision for credit losses | (3.5) | (38.6) | (35.3) | |||
Warranty Contract Revenue | 0 | 31.4 | 35.2 | |||
Finance-related revenue | $ 289.2 | 267.6 | 352.9 | |||
Period to define financing receivables as past due (in days) | 31 days | |||||
Floorplan receivables | Minimum | ||||||
Receivables | ||||||
Predetermined time period for financing receivables to become due | 30 days | |||||
Floorplan receivables | Maximum | ||||||
Receivables | ||||||
Predetermined time period for financing receivables to become due | 90 days | |||||
AFC Funding Corporation | Minimum | ||||||
Restricted Cash | ||||||
Cash reserve as security for the receivables sold (as a percent) | 1.00% | |||||
Cash reserve as security for the receivables sold - circumstance two (as a percent) | 3.00% | |||||
AFCI | Minimum | ||||||
Restricted Cash | ||||||
Cash reserve as security for the receivables sold (as a percent) | 1.00% | |||||
Cash reserve as security for the receivables sold - circumstance two (as a percent) | 3.00% | |||||
Accounting Standards Update 2018-11 | Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Stockholders' Equity Attributable to Parent | $ 1.1 | |||||
Accounting Standards Update 2016-13 | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Estimated increase in allowance for credit losses from adopting ASU 2016-13 | 5 | |||||
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings | ||||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||||
Stockholders' Equity Attributable to Parent | $ (3.8) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisitions | |||
Acquisition of businesses (net of cash acquired) | $ 521.8 | $ 421 | $ 120.7 |
Purchase price for the acquired business allocated to intangible assets | 725.9 | 652.2 | |
Goodwill | 2,578.4 | 2,140.2 | 1,821.7 |
Payments for Contingent Consideration and deferred Acquisition Costs | 37.1 | 31.2 | 9.4 |
Contingent consideration adjustment | 24.3 | 4.7 | 0 |
Series of individually immaterial business acquisitions | |||
Acquisitions | |||
Purchase price for business acquired | 169.2 | ||
Fair value of deferred payments | 19.2 | ||
Fair value of estimated contingent payments | 29.3 | ||
Maximum amount of undiscounted contingent payments related to acquisitions | 77 | ||
Purchase price for the acquired business allocated to intangible assets | 32.7 | ||
Goodwill | 142.6 | ||
CARWAVE | |||
Acquisitions | |||
Acquisition of businesses (net of cash acquired) | 442 | ||
Purchase price for the acquired business allocated to intangible assets | 67.5 | ||
Goodwill | 373.4 | ||
CarsOnTheWeb | |||
Acquisitions | |||
Repayments of assumed debt | 10.7 | ||
BacklotCars [Member] | |||
Acquisitions | |||
Repayments of assumed debt | 9.5 | ||
Acquisition of businesses (net of cash acquired) | 421 | ||
Purchase price for the acquired business allocated to intangible assets | 78.8 | ||
Goodwill | 354.8 | ||
Auction Frontier | |||
Acquisitions | |||
Purchase price for business acquired | 92.2 | ||
Acquisition of businesses (net of cash acquired) | 79.8 | ||
Fair value of estimated contingent payments | 12.4 | ||
Maximum amount of undiscounted contingent payments related to acquisitions | 15 | ||
Purchase price for the acquired business allocated to intangible assets | 17.9 | ||
Goodwill | 73.8 | ||
CarsOnTheWeb & TradeRev | |||
Acquisitions | |||
Fair value of estimated contingent payments | 30.6 | ||
Maximum amount of undiscounted contingent payments related to acquisitions | 30.6 | ||
Payments for Contingent Consideration and deferred Acquisition Costs | 37.1 | ||
Contingent consideration adjustment | 24.3 | ||
Customer relationships | Series of individually immaterial business acquisitions | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 26.4 | ||
Customer relationships | CARWAVE | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 62.5 | ||
Customer relationships | BacklotCars [Member] | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 66.4 | ||
Customer relationships | Auction Frontier | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 10 | ||
Computer software & technology | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 574.2 | 501.1 | |
Computer software & technology | Series of individually immaterial business acquisitions | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 4.3 | ||
Computer software & technology | CARWAVE | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 4.6 | ||
Computer software & technology | BacklotCars [Member] | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 8.3 | ||
Computer software & technology | Auction Frontier | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 7.6 | ||
Tradenames | Series of individually immaterial business acquisitions | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | $ 2 | ||
Tradenames | CARWAVE | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 0.4 | ||
Tradenames | BacklotCars [Member] | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 4.1 | ||
Tradenames | Auction Frontier | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | 0.3 | ||
Covenants not to compete | |||
Acquisitions | |||
Purchase price for the acquired business allocated to intangible assets | $ 0.3 | $ 0.3 |
IAA Separation and Discontinu_3
IAA Separation and Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations | |||
Cash distribution received from IAA | $ 1,278 | ||
Professional fees associated with spin-off | 31.3 | ||
Discontinued Operations - Results of Operations | |||
Operating revenues | $ 0 | $ 0 | 723.6 |
Cost of services (exclusive of depreciation and amortization) | 0 | 0 | 446.1 |
Selling, general and administrative | 0 | 0 | 94.5 |
Depreciation and amortization | 0 | 0 | 43.9 |
Total operating expenses | 0 | 0 | 584.5 |
Operating profit | 0 | 0 | 139.1 |
Interest expense | 0 | 0 | 2.7 |
Other income, net | 0 | 0 | 0 |
Income from discontinued operations before income taxes | 0 | 0 | 136.4 |
Income taxes | 0 | 0 | 40.3 |
Income from discontinued operations | $ 0 | $ 0 | $ 96.1 |
Stock and Stock-Based Compens_3
Stock and Stock-Based Compensation Plan Summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock and Stock-Based Compensation Plans | |||
Share-based payment arrangement, plan modification, incremental cost | $ 0 | ||
Stock-based compensation expense (in dollars) | $ 15.6 | $ 14 | 19.6 |
Total income tax benefit recognized (in dollars) | 2 | 2 | 2.9 |
PRSUs | |||
Stock and Stock-Based Compensation Plans | |||
Stock-based compensation expense (in dollars) | 2 | 4.8 | 10 |
RSUs | |||
Stock and Stock-Based Compensation Plans | |||
Stock-based compensation expense (in dollars) | 6.4 | 9.2 | 9.6 |
Service options | |||
Stock and Stock-Based Compensation Plans | |||
Stock-based compensation expense (in dollars) | 1.1 | 0 | 0 |
Market Options | |||
Stock and Stock-Based Compensation Plans | |||
Stock-based compensation expense (in dollars) | $ 6.1 | $ 0 | $ 0 |
KAR Auction Services, Inc. Stoc
KAR Auction Services, Inc. Stock-Based Compensation Plans (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)installment$ / sharesshares | Dec. 31, 2020USD ($)installment$ / sharesshares | Dec. 31, 2019USD ($)installment$ / sharesshares | |
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 | 7,300,000 | ||
Remaining shares available | 3,900,000 | ||
PRSUs | KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | |||
Stock and Stock-Based Compensation Plans | |||
Fair value of shares vested during period | $ | $ 2.7 | $ 5.1 | |
Unrecognized compensation expense related to nonvested PRSUs and/or RSUs (in dollars) | $ | $ 1 | ||
Weighted average term for recognizing unrecognized compensation expense | 2 years | ||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the beginning of period (in shares) | 791,158 | ||
PRSUs and/or RSUs grants (in shares) | 664,680 | 400,000 | 300,000 |
Vested (in shares) | (192,884) | ||
Forfeited (in shares) | (8,322) | ||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 1,254,632 | 791,158 | |
Weighted Average Grant Date Fair Value | |||
PRSUs and/or RSUs outstanding weighted average grant date fair value | $ / shares | $ 18.10 | $ 20.97 | |
PRSUs and/or RSUs grant date fair value | $ / shares | 15.37 | ||
Vested (in dollars per share) | $ / shares | 20.36 | ||
Forfeited (in dollars per share) | $ / shares | $ 21.22 | ||
RSUs | KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | |||
Stock and Stock-Based Compensation Plans | |||
Fair value of shares vested during period | $ | $ 3.8 | $ 6 | $ 11.8 |
Unrecognized compensation expense related to nonvested PRSUs and/or RSUs (in dollars) | $ | $ 6.6 | ||
Weighted average term for recognizing unrecognized compensation expense | 1 year 8 months 12 days | ||
Number of equal annual installments | installment | 3 | 3 | 3 |
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the beginning of period (in shares) | 578,342 | ||
PRSUs and/or RSUs grants (in shares) | 482,664 | 400,000 | 300,000 |
Vested (in shares) | (257,800) | ||
Forfeited (in shares) | (55,591) | ||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 747,615 | 578,342 | |
Weighted Average Grant Date Fair Value | |||
PRSUs and/or RSUs outstanding weighted average grant date fair value | $ / shares | $ 16.81 | $ 21.73 | |
PRSUs and/or RSUs grant date fair value | $ / shares | 13.93 | 22.24 | $ 46.95 |
Vested (in dollars per share) | $ / shares | 20.61 | ||
Forfeited (in dollars per share) | $ / shares | $ 17.71 | ||
PRSUs - Operating Adjusted EPS | KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | |||
Stock and Stock-Based Compensation Plans | |||
PRSUs vesting period | 3 years | ||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs grants (in shares) | 500,000 | ||
Weighted Average Grant Date Fair Value | |||
PRSUs and/or RSUs grant date fair value | $ / shares | $ 22.24 | $ 47.09 | |
PRSUs Operational Goals | KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | |||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs grants (in shares) | 200,000 | ||
Continuing Operations | IAA PRSUs held by KAR | |||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 230,228 | ||
Continuing Operations | RSUs | |||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 730,412 | ||
Continuing Operations | IAA RSUs held by KAR | |||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 49,907 | ||
Discontinued operations, spin-off | RSUs | |||
Number of PRSUs and/or RSUs | |||
PRSUs and/or RSUs outstanding at the end of period (in shares) | 17,203 |
Service and Market Options (Det
Service and Market Options (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)installment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | |
Number of Options | |||
Outstanding at the beginning of the period (in shares) | 500,000 | 700,000 | |
Outstanding at the end of the period (in shares) | 5,800,000 | 500,000 | 700,000 |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | Service options | |||
Stock and Stock-Based Compensation Plans | |||
Fair value assumption - expected term | 6 years 3 months | ||
Closing stock price (in dollars per share) | $ / shares | $ 15.62 | ||
Total intrinsic value of options exercised (in dollars) | $ | $ 500,000 | $ 2,800,000 | $ 7,100,000 |
Fair market value of vested and exercisable options (in dollars) | $ | $ 6,700,000 | $ 9,100,000 | |
Weighted average grant date fair value of options granted | $ / shares | $ 3.98 | ||
Weighted average term for recognizing unrecognized compensation expense | 3 years 6 months | ||
Options granted | 1,071,609 | ||
Fair value assumption expected - dividend yield | 3.80% | ||
Fair Value Assumptions, Risk Free Interest Rate | 1.06% | ||
Fair Value Assumptions, Expected Volatility | 36.55% | ||
Number of Options | |||
Outstanding at the beginning of the period (in shares) | 487,156 | ||
Granted (in shares) | 1,071,609 | ||
Exercised (in shares) | (54,892) | ||
Forfeited (in shares) | (2,796) | ||
Canceled (in shares) | 2,250 | ||
Outstanding at the end of the period (in shares) | 1,503,327 | 487,156 | |
Exercisable at the end of the period (in shares) | 431,718 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 10.66 | ||
Granted (in dollars per share) | $ / shares | 16.15 | ||
Exercised (in dollars per share) | $ / shares | 7.99 | ||
Forfeitures (in dollars per share) | $ / shares | 5.39 | ||
Canceled (in dollars per share) | $ / shares | 11.57 | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | 14.70 | $ 10.66 | |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.06 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 7 years 2 months 12 days | ||
Exercisable at the end of the period | 2 years | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ | $ 2,800,000 | ||
Exercisable at the end of the period (in dollars) | $ | $ 2,000,000 | ||
Granted (in dollars per share) | $ / shares | $ 16.15 | ||
Term of award | 10 years | ||
Number of equal annual installments | installment | 4 | ||
Service Period For Recognition Of Compensation Expense | 4 years | ||
Unrecognized compensation expense related to nonvested options | $ | $ 3,200,000 | ||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | Market Options | |||
Stock and Stock-Based Compensation Plans | |||
Closing stock price (in dollars per share) | $ / shares | $ 15.62 | ||
Weighted average grant date fair value of options granted | $ / shares | $ 3.91 | ||
Weighted average term for recognizing unrecognized compensation expense | 3 years 7 months 6 days | ||
Options granted | 4,286,426 | ||
Number of Options | |||
Outstanding at the beginning of the period (in shares) | 0 | ||
Granted (in shares) | 4,286,426 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Canceled (in shares) | 0 | ||
Outstanding at the end of the period (in shares) | 4,286,426 | 0 | |
Exercisable at the end of the period (in shares) | 0 | ||
Weighted Average Exercise Price | |||
Granted (in dollars per share) | $ / shares | $ 16.15 | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 16.15 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 9 years 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $ | $ 3,500,000 | ||
Granted (in dollars per share) | $ / shares | $ 16.15 | ||
Term of award | 10 years | ||
Number of equal annual installments | installment | 4 | ||
Percent of options outstanding eligible for exercise | 25.00% | ||
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 | ||
$5 common stock price hurdle | $ | $ 5 | ||
$10 common stock price hurdle | $ | 10 | ||
$15 common stock price hurdle | $ | 15 | ||
$20 common stock price hurdle | $ | 20 | ||
Unrecognized compensation expense related to nonvested options | $ | $ 10,700,000 |
Employee Stock Purchase Plan (D
Employee Stock Purchase Plan (Details) - KAR Auction Services, Inc. Employee Stock Purchase Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Stock and Stock-Based Compensation Plans | ||
Maximum number of shares to be issued pursuant to awards | 2,500,000 | 1,000,000 |
Remaining shares available | 1,227,298 | |
ESPP offering periods | 1 month | |
Discount from fair market value of share (as a percent) | 15.00% | |
Maximum | ||
Stock and Stock-Based Compensation Plans | ||
Participant's combined payroll deductions and cash payments (in dollars) | $ 25,000 |
Share Repurchase Plan (Details)
Share Repurchase Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 30, 2019 | Oct. 26, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Additional disclosures | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
October 2019 Share Repurchase Program | |||||
Additional disclosures | |||||
Stock repurchase program, authorized amount | $ 300 | ||||
Stock repurchase program expiration date | Dec. 31, 2022 | ||||
Stock repurchased and retired during period (in shares) | 10,847,800 | 585,086 | 0 | ||
Stock repurchased and retired weighted average price per share | $ 16.66 | $ 17.50 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 109 | ||||
October 2016 Share Repurchase Authorization | |||||
Additional disclosures | |||||
Stock repurchase program, authorized amount | $ 500 | ||||
Stock repurchase program expiration date | Oct. 26, 2019 | ||||
Stock repurchased and retired during period (in shares) | 4,753,300 | ||||
Stock repurchased and retired weighted average price per share | $ 25.18 |
Net Income (Loss) from Contin_3
Net Income (Loss) from Continuing Operations Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Income (Loss) from Continuing Operations | $ 5.1 | $ (1) | $ 11.5 | $ 50.9 | $ (17.1) | $ 47.1 | $ (32.3) | $ 2.8 | $ 66.5 | $ 0.5 | $ 92.4 |
Series A Preferred Stock dividends | (41.1) | (21.6) | 0 | ||||||||
Net income attributable to participating securities | (5.5) | 0 | 0 | ||||||||
Net income (loss) attributable to common stockholders | $ 19.9 | $ (21.1) | $ 92.4 | ||||||||
Shares outstanding | |||||||||||
Weighted average common shares outstanding | 123 | 129.3 | 131.6 | ||||||||
Effect of dilutive stock options and restricted stock awards | 0.6 | 0 | 1.3 | ||||||||
Weighted average common shares outstanding and potential common shares | 123.6 | 129.3 | 132.9 | ||||||||
Net income (loss) from continuing operations per share | |||||||||||
Basic (in dollars per share) | $ (0.04) | $ (0.10) | $ 0.01 | $ 0.25 | $ (0.21) | $ 0.23 | $ (0.27) | $ 0.02 | $ 0.16 | $ (0.16) | $ 0.70 |
Diluted (in dollars per share) | $ (0.04) | $ (0.10) | $ 0.01 | $ 0.25 | $ (0.21) | $ 0.23 | $ (0.27) | $ 0.02 | $ 0.16 | $ (0.16) | $ 0.70 |
Shares attributable to service options excluded from the calculation of diluted net income per share | 0.6 | 0 | 0 | ||||||||
Securities excluded from calculation of earnings per share amount due to performance conditions not yet satisfied | 1.1 | 0.4 | 0 | ||||||||
Stock options outstanding (in shares) | 5.8 | 0.5 | 5.8 | 0.5 | 0.7 |
Allowance for Credit Losses a_3
Allowance for Credit Losses and Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in the allowance for credit losses | |||
Balance at beginning of period | $ 22 | $ 15 | $ 14 |
Opening balance adjustment for adoption of ASC Topic 326 | 0 | 5 | 0 |
Provision for credit losses | 3.5 | 38.6 | 35.3 |
Recoveries | 12.6 | 10 | 7.7 |
Less charge-offs | (15.1) | (46.6) | (42) |
Balance at end of period | $ 23 | $ 22 | $ 15 |
Allowance for Credit Losses a_4
Allowance for Credit Losses and Doubtful Accounts (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in the allowance for doubtful accounts | |||
Balance at beginning of period | $ 12.1 | $ 9.5 | $ 8.7 |
Provision for credit losses | 5.3 | 5.2 | 4.8 |
Less net charge-offs | (3.2) | (2.6) | (4) |
Balance at end of period | $ 14.2 | $ 12.1 | $ 9.5 |
Finance Receivables and Oblig_3
Finance Receivables and Obligations Collateralized by Finance Receivables (Details) $ in Millions, $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CAD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | |
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||||
Cost capitalized in connection with US/Canada RPA | $ 0.6 | $ 18.5 | $ 14.1 | |||||
Principal amount of receivables | 2,529 | 1,911 | ||||||
Principal amount of receivables delinquent | 7.3 | 22.9 | ||||||
Net credit losses | 2.5 | 36.6 | ||||||
Allowance for losses | 23 | 22 | 15 | $ 14 | ||||
Finance receivables pledged as security | 2,482.2 | 1,865.3 | ||||||
Obligations collateralized by finance receivables, gross | 1,707.4 | 1,282.8 | ||||||
Obligations collateralized by finance receivables | 1,692.3 | 1,261.2 | ||||||
Finance receivables, net of allowances | 2,506 | 1,889 | ||||||
Floorplan receivables | ||||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||||
Principal amount of receivables | 2,519.7 | 1,892.1 | ||||||
Principal amount of receivables delinquent | 7.3 | 22.9 | ||||||
Net credit losses | 2.5 | 36.6 | ||||||
Other Loans | ||||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||||
Principal amount of receivables | 9.3 | 18.9 | ||||||
Principal amount of receivables delinquent | 0 | 0 | ||||||
Net credit losses | 0 | 0 | ||||||
AFC | ||||||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||||||
Allowance for losses | 23 | 22 | ||||||
Unamortized securitization issuance costs | $ (15.1) | (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 | $ 1,700 | $ 1,700 | $ 1,600 | $ 1,600 | ||||
Cost capitalized in connection with US/Canada RPA | 12.3 | |||||||
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 | $ 225 | $ 175 | ||||||
Cost capitalized in connection with US/Canada RPA | $ 1 | |||||||
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% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in goodwill | ||||
Balance at the beginning of the year | $ 2,140.2 | $ 1,821.7 | ||
Increase for acquisition activity | 447.2 | 354.8 | ||
Decrease for disposition activity | (22.8) | |||
Impairment | $ 0 | (25.5) | ||
Foreign currency | (9) | 12 | ||
Balance at the end of the year | 2,578.4 | 2,140.2 | ||
BacklotCars [Member] | ||||
Changes in goodwill | ||||
Balance at the beginning of the year | 354.8 | |||
Balance at the end of the year | 354.8 | |||
Goodwill resulting from acquisitions that is expected to be deductible for tax purposes | 0 | |||
ADESA Remarketing Limited [Member] | ||||
Changes in goodwill | ||||
Impairment | $ (25.5) | |||
ADESA Auctions | ||||
Changes in goodwill | ||||
Balance at the beginning of the year | 1,899.3 | 1,558 | ||
Increase for acquisition activity | 447.2 | 354.8 | ||
Decrease for disposition activity | 0 | |||
Impairment | (25.5) | |||
Foreign currency | (9) | 12 | ||
Balance at the end of the year | 2,337.5 | 1,899.3 | ||
AFC | ||||
Changes in goodwill | ||||
Balance at the beginning of the year | 240.9 | 263.7 | ||
Increase for acquisition activity | 0 | 0 | ||
Decrease for disposition activity | (22.8) | |||
Impairment | 0 | |||
Foreign currency | 0 | 0 | ||
Balance at the end of the year | $ 240.9 | $ 240.9 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of customer relationships | |||
Accumulated amortization | $ (708.7) | $ (668.6) | |
Carrying value | 243.3 | 211.3 | |
ADESA Remarketing Limited [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) [Abstract] | |||
Impairment of customer relationships | $ 4.3 | ||
Customer relationships | |||
Summary of customer relationships | |||
Gross carrying amount | 952 | 879.9 | |
Accumulated amortization | (708.7) | (668.6) | |
Carrying value | $ 243.3 | $ 211.3 | |
Customer relationships | Minimum | |||
Summary of customer relationships | |||
Useful lives | 5 years | ||
Customer relationships | Maximum | |||
Summary of customer relationships | |||
Useful lives | 19 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of other intangible assets | |||
Gross carrying amount | $ 725.9 | $ 652.2 | |
Accumulated amortization | (450) | (362) | |
Carrying value | 275.9 | 290.2 | |
Indefinite-lived tradenames | 131.5 | 131.5 | |
Amortization expense for customer relationships and other intangibles | 128.2 | 128.2 | $ 122.9 |
Estimated amortization expense | |||
2022 | 104.2 | ||
2023 | 75.1 | ||
2024 | 42 | ||
2025 | 26 | ||
2026 | 22.4 | ||
Computer software & technology | |||
Summary of other intangible assets | |||
Gross carrying amount | 574.2 | 501.1 | |
Accumulated amortization | (434.8) | (349.5) | |
Carrying value | $ 139.4 | 151.6 | |
Computer software & technology | Minimum | |||
Summary of other intangible assets | |||
Useful lives | 3 years | ||
Computer software & technology | Maximum | |||
Summary of other intangible assets | |||
Useful lives | 13 years | ||
Covenants not to compete | |||
Summary of other intangible assets | |||
Useful lives | 5 years | ||
Gross carrying amount | $ 0.3 | 0.3 | |
Accumulated amortization | (0.3) | (0.3) | |
Carrying value | 0 | 0 | |
Tradenames | |||
Summary of other intangible assets | |||
Gross carrying amount | 151.4 | 150.8 | |
Accumulated amortization | (14.9) | (12.2) | |
Carrying value | $ 136.5 | $ 138.6 | |
Tradenames | Minimum | |||
Summary of other intangible assets | |||
Useful lives | 1 year |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment | |||
Property and equipment, gross | $ 1,181.3 | $ 1,186.3 | |
Accumulated depreciation | (602.1) | (596.4) | |
Property and equipment, net | 579.2 | 589.9 | |
Depreciation expense | 54.8 | 63.1 | $ 65.8 |
Land | |||
Property and equipment | |||
Property and equipment, gross | 197.7 | 205.6 | |
Buildings | |||
Property and equipment | |||
Property and equipment, gross | $ 252.6 | 248.3 | |
Buildings | Minimum | |||
Property and equipment | |||
Useful lives | 5 years | ||
Buildings | Maximum | |||
Property and equipment | |||
Useful lives | 40 years | ||
Land improvements | |||
Property and equipment | |||
Property and equipment, gross | $ 195.1 | 191.3 | |
Land improvements | Minimum | |||
Property and equipment | |||
Useful lives | 5 years | ||
Land improvements | Maximum | |||
Property and equipment | |||
Useful lives | 20 years | ||
Building and leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | $ 165.2 | 146.4 | |
Building and leasehold improvements | Minimum | |||
Property and equipment | |||
Useful lives | 3 years | ||
Building and leasehold improvements | Maximum | |||
Property and equipment | |||
Useful lives | 33 years | ||
Furniture, fixtures and equipment | |||
Property and equipment | |||
Property and equipment, gross | $ 338.4 | 358.9 | |
Furniture, fixtures and equipment | Minimum | |||
Property and equipment | |||
Useful lives | 1 year | ||
Furniture, fixtures and equipment | Maximum | |||
Property and equipment | |||
Useful lives | 15 years | ||
Vehicles | |||
Property and equipment | |||
Property and equipment, gross | $ 16.7 | 16.8 | |
Vehicles | Minimum | |||
Property and equipment | |||
Useful lives | 3 years | ||
Vehicles | Maximum | |||
Property and equipment | |||
Useful lives | 10 years | ||
Construction in progress | |||
Property and equipment | |||
Property and equipment, gross | $ 15.6 | $ 19 |
Self Insurance and Retained L_3
Self Insurance and Retained Loss Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in the reserves for self-insurance and the retained losses | |||
Balance at beginning of period | $ 35 | $ 36.7 | $ 35.8 |
Net payments | (71.4) | (79.4) | (66.2) |
Expense | 64.3 | 77.7 | 67.1 |
Balance at end of period | 27.9 | 35 | 36.7 |
Individual stop-loss coverage for medical benefits | 0.5 | 0.5 | 0.5 |
Retention for automobile and general liability claims | 1 | 1 | 1 |
Retention for workers compensation claims | 0.5 | 0.5 | 0.5 |
Corridor deductible for workers compensation claims | 1 | 1 | 1 |
Deductible amount per occurrence after corridor deductible is met | 0.5 | 0.5 | 0.5 |
Aggregate retention for workers compensation, automobile and garage liability | 28.5 | $ 35.9 | $ 35.9 |
Insurance payments after aggregate retention is met up to specified amount | $ 7.5 |
Long-Term Debt Summary and Futu
Long-Term Debt Summary and Future Principle Payments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 19, 2019 | May 31, 2017 | |
Long-Term Debt | ||||
Total debt | $ 1,885.4 | $ 1,902.9 | ||
Unamortized debt issuance costs/discounts | (19.4) | (24.8) | ||
Current portion of long-term debt | (16.3) | (24.3) | ||
Long-term debt | $ 1,849.7 | $ 1,853.8 | ||
Weighted average interest rate on debt (as a percent) | 2.37% | 2.42% | ||
Future Principal Payments | ||||
2022 | $ 16.3 | |||
2023 | 9.5 | |||
2024 | 9.5 | |||
2025 | 959.5 | |||
2026 | 890.6 | |||
Thereafter | 0 | |||
Total | 1,885.4 | |||
Term Loan B-6 | ||||
Long-Term Debt | ||||
Total debt | $ 928.6 | $ 938.1 | ||
Term Loan B-6 | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Variable rate basis | Adjusted LIBOR | |||
Interest rate basis (as a percent) | 2.25% | |||
Senior Notes [Member] | ||||
Long-Term Debt | ||||
Total debt | $ 950 | 950 | ||
Senior notes stated interest rate | 5.125% | 5.125% | ||
Revolving credit facility | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Variable rate basis | Adjusted LIBOR | |||
Interest rate basis (as a percent) | 1.75% | |||
Credit Agreement | Term Loan B-6 | ||||
Long-Term Debt | ||||
Total debt | $ 950 | |||
Credit Agreement | Term Loan B-6 | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Interest rate basis (as a percent) | 2.25% | |||
Credit Agreement | Revolving credit facility | ||||
Long-Term Debt | ||||
Total debt | $ 0 | 0 | ||
European Line of Credit | Foreign line of credit | ||||
Long-Term Debt | ||||
Total debt | $ 6.8 | $ 14.8 | ||
European Line 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 ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Jun. 30, 2020USD ($) | May 31, 2017USD ($) |
Long-Term Debt | ||||||||
Payments on long-term debt | $ (9.5) | $ (9.5) | $ (1,749) | |||||
Acceleration of amortization on debt issuance costs | 1.8 | |||||||
Minimum Liquidity Covenant | $ 225 | |||||||
Long-term debt | 1,885.4 | 1,902.9 | ||||||
Early termination penalties | 0 | |||||||
Loss on extinguishment of debt | $ 2.2 | 0 | 0 | 2.2 | ||||
Payments for debt issuance costs/amendments | $ (0.6) | (18.5) | (14.1) | |||||
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% | |||||||
Term Loan B-6 | ||||||||
Long-Term Debt | ||||||||
Long-term debt | $ 928.6 | 938.1 | ||||||
Term Loan B-6 | Adjusted LIBOR | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 2.25% | |||||||
Variable rate basis | Adjusted LIBOR | |||||||
Revolving credit facility | Adjusted LIBOR | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 1.75% | |||||||
Variable rate basis | Adjusted LIBOR | |||||||
Letters of credit | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | $ 50 | |||||||
Outstanding letters of credit | 27.6 | 28.5 | ||||||
Swing line loans | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | 60 | |||||||
Senior Notes [Member] | ||||||||
Long-Term Debt | ||||||||
Long-term debt | 950 | 950 | ||||||
Credit Agreement | ||||||||
Long-Term Debt | ||||||||
Payments for debt issuance costs/amendments | (14.1) | |||||||
Credit Agreement | Term Loan B-4 | ||||||||
Long-Term Debt | ||||||||
Payments on long-term debt | (518.6) | |||||||
Credit Agreement | Term Loan B-5 | ||||||||
Long-Term Debt | ||||||||
Payments on long-term debt | $ (759.4) | |||||||
Credit Agreement | Term Loan B-6 | ||||||||
Long-Term Debt | ||||||||
Long-term debt | $ 950 | |||||||
Unamortized discount at issuance | $ 2.4 | |||||||
Quarterly payment as percentage of original principal amount outstanding | 0.25% | |||||||
Interest rate of loan (as a percent) | 2.38% | 2.38% | ||||||
Term of debt instrument | 7 years | |||||||
Credit Agreement | Term Loan B-6 | Adjusted LIBOR | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 2.25% | |||||||
Credit Agreement | Term Loan B-6 | Base rate | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 1.25% | |||||||
Variable rate basis | Base Rate | |||||||
Credit Agreement | Revolving credit facility | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | $ 325 | |||||||
Long-term debt | $ 0 | 0 | ||||||
Frequency of commitment fee payment | quarterly | |||||||
Amount borrowed | $ 0 | 0 | ||||||
Term of debt instrument | 5 years | |||||||
Credit Agreement | Revolving credit facility | Base rate | ||||||||
Long-Term Debt | ||||||||
Variable rate basis | Base Rate | |||||||
Credit Agreement | 2017 Revolving Credit Facility | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | $ 350 | |||||||
European Line of Credit | Foreign line of credit | ||||||||
Long-Term Debt | ||||||||
Maximum borrowing capacity | $ 34.1 | € 30 | ||||||
Long-term debt | $ 6.8 | $ 14.8 | ||||||
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% | |||||||
Maximum | Credit Agreement | Revolving credit facility | Adjusted LIBOR | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 2.25% | |||||||
Maximum | Credit Agreement | Revolving credit facility | Base rate | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 1.25% | |||||||
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% | |||||||
Minimum | Credit Agreement | Revolving credit facility | Adjusted LIBOR | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 1.75% | |||||||
Minimum | Credit Agreement | Revolving credit facility | Base rate | ||||||||
Long-Term Debt | ||||||||
Interest rate basis (as a percent) | 0.75% |
Senior Notes (Details)
Senior Notes (Details) - Senior Notes [Member] - USD ($) $ in Millions | Dec. 31, 2021 | May 31, 2017 |
Long-Term Debt | ||
Senior notes face amount | $ 950 | |
Senior notes stated interest rate | 5.125% | 5.125% |
Other Debt (Details)
Other Debt (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | |
Long-Term Debt | |||||
Loss on extinguishment of debt | $ 2.2 | $ 0 | $ 0 | $ 2.2 | |
Long-term debt | 1,885.4 | 1,902.9 | |||
European Line of Credit | Foreign line of credit | |||||
Long-Term Debt | |||||
Maximum borrowing capacity | 34.1 | € 30 | |||
Long-term debt | $ 6.8 | $ 14.8 | |||
Euribor rate | European Line of Credit | Foreign line of credit | |||||
Long-Term Debt | |||||
Interest rate basis (as a percent) | 1.25% | ||||
CarsOnTheWeb | |||||
Long-Term Debt | |||||
Repayments of assumed debt | $ 10.7 |
Financial Instruments (Details)
Financial Instruments (Details) $ in Millions | Jan. 23, 2020USD ($)agreement | Aug. 16, 2017USD ($)agreement | Mar. 31, 2017USD ($)agreement | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Fixed Interest Rate | 3.69% | |||||
Unrealized gain (loss) on interest rate derivatives, net of tax | $ 13.8 | $ (19.5) | $ 0 | |||
January 2020 interest rate swap | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Aggregate notional amount | $ 500 | |||||
Term of interest rate swaps | 5 years | |||||
Derivative Number of Instruments Entered | agreement | 3 | |||||
Derivative, weighted average fixed interest rate | 1.44% | |||||
Tax impact from unrealized gain (loss) on interest rate derivatives | 4.6 | (6.4) | ||||
August 2017 interest rate cap | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Number of derivative agreements purchased | agreement | 2 | |||||
Aggregate notional amount | $ 800 | |||||
Variable rate basis | three-month LIBOR | |||||
August 2017 interest rate cap | Minimum | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Floor rate (as a percent) | 2.00% | |||||
March 2017 interest rate cap | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Number of derivative agreements purchased | agreement | 2 | |||||
Aggregate notional amount | $ 400 | |||||
Variable rate basis | three-month LIBOR | |||||
March 2017 interest rate cap | Minimum | ||||||
Fair value of the entity's interest rate derivatives included in the consolidated balance sheet | ||||||
Floor rate (as a percent) | 2.00% | |||||
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 | $ 7.5 | $ 25.9 |
Financial Instruments (Details
Financial Instruments (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |||
Estimated fair value of long-term debt | $ 1,878.7 | $ 1,914.1 | |
Interest Expense | January 2020 interest rate swap | Designated as Hedging Instrument [Member] | |||
Effect of the interest rate derivatives on the entity's statement of equity and consolidated statement of income | |||
Amount of gain/(loss) recognized in income on derivative | $ 0 | $ 0 | |
Interest Expense | March and August 2017 interest rate caps | Not designated as hedging instrument | |||
Effect of the interest rate derivatives on the entity's statement of equity and consolidated statement of income | |||
Amount of gain/(loss) recognized in income on derivative | $ (0.9) |
Other (Income) Expense, Net (De
Other (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Nonoperating Income (Expense) [Abstract] | |||||||||||
Contingent consideration valuation | $ 24.3 | $ 4.7 | $ 0 | ||||||||
Foreign currency transaction gain (loss) | 3.8 | 4.9 | (0.7) | ||||||||
Other | (12.2) | (7.5) | (7) | ||||||||
Other (income) expense, net | $ 4.6 | $ 13.3 | $ 14.8 | $ (50.2) | $ 3.9 | $ (1.1) | $ 1.3 | $ (2) | (17.5) | 2.1 | (7.7) |
Realized (gains) losses on investments | (32) | ||||||||||
Net increase in unrealized gain on investment securities | 1.4 | 0 | 0 | ||||||||
Fair value of investment securities | 7.5 | 7.5 | |||||||||
Investments recorded at cost | $ 22.4 | 22.4 | |||||||||
Change in realized and unrealized gains on investment securities | $ (33.4) | $ 0 | $ 0 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||
Proceeds from issuance of Series A Preferred Stock | $ 0 | $ 550.1 | $ 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Value of preferred stock dividends paid in-kind | $ 41.1 | $ 21.6 | ||
Series A Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Series A Preferred Stock shares issued | 550,000 | |||
Series A Preferred Stock par value per share | $ 0.01 | $ 0.01 | ||
Purchase price per share | $ 1,000 | |||
Proceeds from issuance of Series A Preferred Stock | $ 550 | |||
Series A Preferred stock shares authorized | 1,500,000 | |||
Liquidation preference per share | $ 1,000 | |||
Cumulative dividend rate | 7.00% | |||
Number Of dividend payments initially paid in-kind | 8 | |||
Value of preferred stock dividends paid in-kind | $ 41.1 | $ 21.6 | ||
Series A Preferred Stock conversion term for holders | 1 year | |||
Conversion price per share | $ 17.75 | |||
Conversion ratio - number of shares of common stock per share of Series A Preferred Stock | 56.3380 | |||
Series A Preferred Stock conversion term for company | 3 years | |||
Closing price of KAR stock necessary for Series A Preferred Stock to be convertible | $ 31.0625 | |||
Number Of Trading Days Required For Common Stock Price To Be Above A Certain Amount Before Company Can Exercise Conversion Of Series A Preferred Stock | 20 days | |||
Number Of Consecutive Trading Days Within Which 20 Day Requirement Must Be Met For Common Stock Price To Be Above A Certain Amount | 30 days | |||
Series A Preferred Stock Redemption Term For Company | 6 years | |||
Redemption Price By Company Between Six and Seven Years As A Percentage Of Liquidation Preference Plus Accrued And Unpaid Dividends | 105.00% | |||
Redemption Price By Company After Seven Years As A Percentage Of Liquidation Preference Plus Accrued And Unpaid Dividends | 100.00% | |||
Redemption Price After Change Of Control As A Percentage of Liquidation Preference And Accrued Dividends | 105.00% | |||
Minimum | Periphas [Member] | Series A Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Standstill restrictions, ownership percentage | 50.00% | |||
Term of standstill restrictions | 3 years | |||
Minimum | Apax [Member] | Series A Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Standstill restrictions, ownership percentage | 25.00% | |||
Term of standstill restrictions | 3 years |
Components of Lease Expense (De
Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of lease expense | |||
Operating lease cost | $ 60.9 | $ 60.5 | $ 60.2 |
Finance lease cost | |||
Amortization of right-of-use assets | 10.9 | 14.3 | 14.7 |
Interest on lease liabilities | 0.9 | 1.4 | 1.3 |
Total finance lease cost | $ 11.8 | $ 15.7 | $ 16 |
Leases Supplemental Cash Flow I
Leases Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Paid For Amounts Included In Measurement Of Lease Liabilities | |||
Operating cash flows related to operating leases | $ 60.6 | $ 59.1 | $ 58.8 |
Operating cash flows related to finance leases | 0.9 | 1.4 | 1.3 |
Financing cash flows related to finance leases | 10.5 | 16.1 | 15.9 |
Right-Of-Use Assets Obtained In Exchange For Lease Obligations | |||
Operating leases | 14 | 21.7 | 85.9 |
Finance leases | $ 4.8 | $ 5.3 | $ 18.1 |
Leases Supplemental Balance She
Leases Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 |
Schedule of supplemental balance sheet information related to leases | |||
Operating lease right-of-use assets | $ 325.7 | $ 350.6 | $ 314 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued expenses | Other accrued expenses | |
Other accrued expenses | $ 169.9 | $ 185.2 | |
Operating lease liabilities | 317.1 | $ 344.2 | |
Total operating lease liabilities | $ 356.7 | $ 342 | |
Finance Leased Asset, Type [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Property and equipment, gross | $ 1,181.3 | $ 1,186.3 | |
Accumulated depreciation | (602.1) | (596.4) | |
Property and equipment, net | $ 579.2 | $ 589.9 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued expenses | Other accrued expenses | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | |
Other liabilities | $ 32.3 | $ 55.4 | |
Total finance lease liabilities | $ 10.7 | ||
Weighted average remaining lease term for operating leases | 9 years 2 months 12 days | 9 years 10 months 24 days | |
Weighted average remaining lease term for finance leases | 1 year 10 months 24 days | 2 years 1 month 6 days | |
Weighted average discount rate for operating leases | 5.50% | 5.90% | |
Weighted average discount rate for finance leases | 4.80% | 5.10% | |
Operating lease | |||
Schedule of supplemental balance sheet information related to leases | |||
Operating lease right-of-use assets | $ 325.7 | $ 350.6 | |
Other accrued expenses | 39.6 | 37.1 | |
Operating lease liabilities | 317.1 | 344.2 | |
Total operating lease liabilities | 356.7 | 381.3 | |
Finance lease | |||
Schedule of supplemental balance sheet information related to leases | |||
Other accrued expenses | 5.6 | 9 | |
Property and equipment, gross | 102.6 | 107 | |
Accumulated depreciation | (90.3) | (88.6) | |
Property and equipment, net | 12.3 | 18.4 | |
Other liabilities | 5.1 | 7.5 | |
Total finance lease liabilities | $ 10.7 | $ 16.5 |
Leases Maturities of Lease Liab
Leases Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Jan. 01, 2019 |
Operating Lease | ||
2022 | $ 57.9 | |
2023 | 55.2 | |
2024 | 53.6 | |
2025 | 50.2 | |
2026 | 46.9 | |
Thereafter | 196.3 | |
Total lease payments | 460.1 | |
Less imputed interest | (103.4) | |
Total operating lease liabilities | 356.7 | $ 342 |
Finance Lease | ||
2022 | 5.9 | |
2023 | 3.5 | |
2024 | 1.6 | |
2025 | 0.2 | |
2026 | 0.1 | |
Thereafter | 0 | |
Total lease payments | 11.3 | |
Less imputed interest | (0.6) | |
Total finance lease liabilities | $ 10.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) from continuing operations before income taxes: | |||||||||||
Domestic | $ 31.4 | $ (9) | $ 100 | ||||||||
Foreign | 70.1 | 14.4 | 30.1 | ||||||||
Income (loss) from continuing operations before income taxes | $ 8.6 | $ (2.2) | $ 20.6 | $ 74.5 | $ (20.5) | $ 58 | $ (36.9) | $ 4.8 | 101.5 | 5.4 | 130.1 |
Current: | |||||||||||
Federal | (2.9) | (10.6) | 18.4 | ||||||||
Foreign | 27.7 | 20.5 | 17.4 | ||||||||
State | 2.4 | 2.2 | 5.2 | ||||||||
Total current provision | 27.2 | 12.1 | 41 | ||||||||
Deferred: | |||||||||||
Federal | 7.2 | 0.8 | 3.8 | ||||||||
Foreign | 0.4 | (4.9) | (7.4) | ||||||||
State | 0.2 | (3.1) | 0.3 | ||||||||
Total deferred provision | 7.8 | (7.2) | (3.3) | ||||||||
Income tax expense | 3.5 | $ (1.2) | $ 9.1 | $ 23.6 | (3.4) | $ 10.9 | $ (4.6) | $ 2 | $ 35 | $ 4.9 | $ 37.7 |
Reconciliation between provision for income taxes and U.S. federal statutory rate applied to income before taxes | |||||||||||
Statutory rate (as a percent) | 21.00% | 21.00% | 21.00% | ||||||||
State and local income taxes, net (as a percent) | 2.40% | (2.30%) | 3.60% | ||||||||
Reserves for tax exposures (as a percent) | (0.20%) | (4.10%) | (0.50%) | ||||||||
Change in valuation allowance (as a percent) | 1.30% | 22.70% | 0.90% | ||||||||
International operations (as a percent) | 7.90% | 78.00% | 3.10% | ||||||||
Stock-based compensation (as a percent) | (1.00%) | (93.70%) | (2.50%) | ||||||||
Impact of law and rate change (as a percent) | 0.20% | (53.60%) | (0.20%) | ||||||||
Excess officer's compensation (as a percent) | 1.30% | 20.20% | 1.50% | ||||||||
Transaction costs (as a percent) | 0.40% | 9.70% | 0.60% | ||||||||
Refund claims (as a percent) | (3.30%) | 0.00% | 0.00% | ||||||||
Goodwill and other intangibles impairment (as a percent) | 0.00% | 116.40% | 0.00% | ||||||||
Impact of acquisition and divestiture adjustments (as a percent) | 4.80% | (27.10%) | 0.00% | ||||||||
Other, net (as a percent) | (0.30%) | 3.50% | 1.50% | ||||||||
Effective rate (as a percent) | 34.50% | 90.70% | 29.00% | ||||||||
Gross deferred tax assets: | |||||||||||
Allowances for trade and finance receivables | 9.2 | 8.6 | $ 9.2 | $ 8.6 | |||||||
Accruals and liabilities | 6.5 | 6.9 | 6.5 | 6.9 | |||||||
Employee benefits and compensation | 14.4 | 16.4 | 14.4 | 16.4 | |||||||
Net operating loss carryforwards | 52.8 | 61.5 | 52.8 | 61.5 | |||||||
Right of use lease liability | 87.8 | 94.3 | 87.8 | 94.3 | |||||||
Other | 7.8 | 12.2 | 7.8 | 12.2 | |||||||
Total deferred tax assets | 178.5 | 199.9 | 178.5 | 199.9 | |||||||
Deferred tax asset valuation allowance | (45.7) | (42.2) | (45.7) | (42.2) | |||||||
Total | 132.8 | 157.7 | 132.8 | 157.7 | |||||||
Gross deferred tax liabilities: | |||||||||||
Property and equipment | (77.2) | (79.8) | (77.2) | (79.8) | |||||||
Goodwill and intangible assets | (102.2) | (107.3) | (102.2) | (107.3) | |||||||
Right of use lease asset | (80.2) | (86.7) | (80.2) | (86.7) | |||||||
Other | (3) | (2.5) | (3) | (2.5) | |||||||
Total | (262.6) | (276.3) | (262.6) | (276.3) | |||||||
Net deferred tax liabilities | (129.8) | (118.6) | (129.8) | (118.6) | |||||||
Gross tax benefit from state and federal net operating loss carryforwards expire | |||||||||||
2022 | 0.3 | 0.3 | |||||||||
2023 | 0.4 | 0.4 | |||||||||
2024 | 0.3 | 0.3 | |||||||||
2025 | 0.6 | 0.6 | |||||||||
2026 | 1.1 | 1.1 | |||||||||
2027 to 2041 | 50.1 | 50.1 | |||||||||
Total | 52.8 | $ 61.5 | 52.8 | $ 61.5 | |||||||
Undistributed earnings of foreign subsidiaries | $ 485.3 | $ 485.3 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax payments | |||
Income tax payments, net of income tax refunds | $ 26 | $ 16.6 | $ 37.8 |
Federal | |||
Income tax payments | |||
Income tax payments, net of income tax refunds | 0 | 0 | 9.9 |
State and foreign | |||
Income tax payments | |||
Income tax payments, net of income tax refunds | $ 26 | $ 16.6 | $ 27.9 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Balance at beginning of period | $ 5.4 | $ 6.1 |
Increase in prior year tax positions | 0 | 0 |
Decrease in prior year tax positions | (0.2) | (0.3) |
Increase in current year tax positions | 0.6 | 0.3 |
Lapse in statute of limitations | (0.8) | (0.7) |
Balance at end of period | 5 | 5.4 |
Unrecognized tax benefits that, if recognized, would affect our effective tax rate | 4 | 4.2 |
Reserves, associated with interest and penalties, net of tax | 0.4 | $ 0.5 |
Minimum | ||
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Net decrease in tax impact on the reserve balance | 0.5 | |
Maximum | ||
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Net decrease in tax impact on the reserve balance | $ 1 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution (as a percent) | 100.00% | ||
Maximum percentage of participant's compensation for employer contribution match | 4.00% | ||
Participant's vesting percentage in employer contribution | 100.00% | ||
Employer's contribution | $ 11.7 | $ 11.5 | $ 16.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Liabilities for environmental matters | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation loss | $ (19) | $ (13.2) |
Unrealized loss on interest rate derivatives, net of tax | (5.7) | (19.5) |
Accumulated other comprehensive loss | $ (24.7) | $ (32.7) |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting [Abstract] | |||||||||||||
Number of operating segments | segment | 3 | 2 | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||||
Segment Information | |||||||||||||
Operating revenues | $ 549.4 | $ 535.2 | $ 585.4 | $ 581.6 | $ 529.6 | $ 593.6 | $ 419 | $ 645.5 | $ 2,251.6 | $ 2,187.7 | $ 2,781.9 | ||
Operating expenses | |||||||||||||
Cost of services (exclusive of depreciation and amortization) | 323.2 | 313.1 | 333.2 | 330.4 | 325.4 | 329.7 | 235.1 | 394.6 | 1,299.9 | 1,284.8 | 1,617.1 | ||
Selling, general and administrative | 134.8 | 134.1 | 140.2 | 149 | 139.7 | 131 | 112.3 | 162.4 | 558.1 | 545.4 | 662 | ||
Depreciation and amortization | 45.9 | 44.7 | 45.4 | 47 | 50.6 | 46.5 | 46.5 | 47.7 | 183 | 191.3 | 188.7 | ||
Goodwill and other intangibles impairment | 0 | 0 | 29.8 | 0 | 0 | 29.8 | 0 | ||||||
Total operating expenses | 503.9 | 491.9 | 518.8 | 526.4 | 515.7 | 507.2 | 423.7 | 604.7 | 2,041 | 2,051.3 | 2,467.8 | ||
Operating profit (loss) | 45.5 | 43.3 | 66.6 | 55.2 | 13.9 | 86.4 | (4.7) | 40.8 | 210.6 | 136.4 | 314.1 | ||
Interest expense | 32.3 | 32.2 | 31.2 | 30.9 | 30.5 | 29.5 | 30.9 | 38 | 126.6 | 128.9 | 189.5 | ||
Other (income) expense, net | 4.6 | 13.3 | 14.8 | (50.2) | 3.9 | (1.1) | 1.3 | (2) | (17.5) | 2.1 | (7.7) | ||
Loss on extinguishment of debt | $ 2.2 | 0 | 0 | 2.2 | |||||||||
Intercompany expense (income) | 0 | 0 | 0 | ||||||||||
Income (loss) from continuing operations before income taxes | 8.6 | (2.2) | 20.6 | 74.5 | (20.5) | 58 | (36.9) | 4.8 | 101.5 | 5.4 | 130.1 | ||
Income taxes | 3.5 | (1.2) | 9.1 | 23.6 | (3.4) | 10.9 | (4.6) | 2 | 35 | 4.9 | 37.7 | ||
Income (Loss) from Continuing Operations | 5.1 | $ (1) | $ 11.5 | $ 50.9 | (17.1) | $ 47.1 | $ (32.3) | $ 2.8 | 66.5 | 0.5 | 92.4 | ||
Total assets | 7,417.2 | 6,798.2 | 7,417.2 | 6,798.2 | |||||||||
Capital expenditures | 108.5 | 101.4 | 161.6 | ||||||||||
Operating Segments | ADESA Auctions | |||||||||||||
Segment Information | |||||||||||||
Operating revenues | 1,962.4 | 1,920.1 | 2,429 | ||||||||||
Operating expenses | |||||||||||||
Cost of services (exclusive of depreciation and amortization) | 1,244.5 | 1,205.7 | 1,520.7 | ||||||||||
Selling, general and administrative | 522.9 | 508.8 | 621.1 | ||||||||||
Depreciation and amortization | 173.6 | 178.8 | 175.5 | ||||||||||
Goodwill and other intangibles impairment | 29.8 | ||||||||||||
Total operating expenses | 1,941 | 1,923.1 | 2,317.3 | ||||||||||
Operating profit (loss) | 21.4 | (3) | 111.7 | ||||||||||
Interest expense | 87.1 | 89.8 | 125.5 | ||||||||||
Other (income) expense, net | (0.5) | 2.2 | (7.3) | ||||||||||
Loss on extinguishment of debt | 2.2 | ||||||||||||
Intercompany expense (income) | 0.2 | 1.1 | 5 | ||||||||||
Income (loss) from continuing operations before income taxes | (65.4) | (96.1) | (13.7) | ||||||||||
Income taxes | (6.5) | (17) | (0.1) | ||||||||||
Income (Loss) from Continuing Operations | (58.9) | (79.1) | (13.6) | ||||||||||
Total assets | 4,508.3 | 4,515.3 | 4,508.3 | 4,515.3 | 4,014.2 | ||||||||
Capital expenditures | 103.9 | 95.5 | 150.2 | ||||||||||
Operating Segments | AFC | |||||||||||||
Segment Information | |||||||||||||
Operating revenues | 289.2 | 267.6 | 352.9 | ||||||||||
Operating expenses | |||||||||||||
Cost of services (exclusive of depreciation and amortization) | 55.4 | 79.1 | 96.4 | ||||||||||
Selling, general and administrative | 35.2 | 36.6 | 40.9 | ||||||||||
Depreciation and amortization | 9.4 | 12.5 | 13.2 | ||||||||||
Goodwill and other intangibles impairment | 0 | ||||||||||||
Total operating expenses | 100 | 128.2 | 150.5 | ||||||||||
Operating profit (loss) | 189.2 | 139.4 | 202.4 | ||||||||||
Interest expense | 39.5 | 39.1 | 64 | ||||||||||
Other (income) expense, net | (17) | (0.1) | (0.4) | ||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||
Intercompany expense (income) | (0.2) | (1.1) | (5) | ||||||||||
Income (loss) from continuing operations before income taxes | 166.9 | 101.5 | 143.8 | ||||||||||
Income taxes | 41.5 | 21.9 | 37.8 | ||||||||||
Income (Loss) from Continuing Operations | 125.4 | 79.6 | 106 | ||||||||||
Total assets | $ 2,908.9 | $ 2,282.9 | 2,908.9 | 2,282.9 | 2,567 | ||||||||
Capital expenditures | $ 4.6 | $ 5.9 | 11.4 | ||||||||||
Continuing Operations | |||||||||||||
Operating expenses | |||||||||||||
Total assets | $ 6,581.2 |
Segment Information (Details 2)
Segment Information (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographic Information | |||||||||||
Operating revenues | $ 549.4 | $ 535.2 | $ 585.4 | $ 581.6 | $ 529.6 | $ 593.6 | $ 419 | $ 645.5 | $ 2,251.6 | $ 2,187.7 | $ 2,781.9 |
Long-lived assets | 4,058.9 | 3,623 | $ 4,058.9 | 3,623 | |||||||
Disclosure of major customers | No single customer accounted for more than ten percent of our total revenues in any fiscal year presented. | ||||||||||
U.S. | |||||||||||
Geographic Information | |||||||||||
Operating revenues | $ 1,648.9 | 1,719.2 | $ 2,267.5 | ||||||||
Long-lived assets | 3,666.8 | 3,198.6 | $ 3,666.8 | $ 3,198.6 | |||||||
Foreign | |||||||||||
Geographic Information | |||||||||||
Percent of foreign revenue from Canada | 56.00% | 58.00% | 62.00% | ||||||||
Operating revenues | $ 602.7 | $ 468.5 | $ 514.4 | ||||||||
Long-lived assets | $ 392.1 | $ 424.4 | $ 392.1 | $ 424.4 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenues | $ 549.4 | $ 535.2 | $ 585.4 | $ 581.6 | $ 529.6 | $ 593.6 | $ 419 | $ 645.5 | $ 2,251.6 | $ 2,187.7 | $ 2,781.9 |
Operating expenses | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 323.2 | 313.1 | 333.2 | 330.4 | 325.4 | 329.7 | 235.1 | 394.6 | 1,299.9 | 1,284.8 | 1,617.1 |
Selling, general, and administrative expenses | 134.8 | 134.1 | 140.2 | 149 | 139.7 | 131 | 112.3 | 162.4 | 558.1 | 545.4 | 662 |
Depreciation and amortization | 45.9 | 44.7 | 45.4 | 47 | 50.6 | 46.5 | 46.5 | 47.7 | 183 | 191.3 | 188.7 |
Goodwill and other intangibles impairment | 0 | 0 | 29.8 | 0 | 0 | 29.8 | 0 | ||||
Total operating expenses | 503.9 | 491.9 | 518.8 | 526.4 | 515.7 | 507.2 | 423.7 | 604.7 | 2,041 | 2,051.3 | 2,467.8 |
Operating profit (loss) | 45.5 | 43.3 | 66.6 | 55.2 | 13.9 | 86.4 | (4.7) | 40.8 | 210.6 | 136.4 | 314.1 |
Interest expense | 32.3 | 32.2 | 31.2 | 30.9 | 30.5 | 29.5 | 30.9 | 38 | 126.6 | 128.9 | 189.5 |
Other (income) expense, net | 4.6 | 13.3 | 14.8 | (50.2) | 3.9 | (1.1) | 1.3 | (2) | (17.5) | 2.1 | (7.7) |
Income (loss) from continuing operations before income taxes | 8.6 | (2.2) | 20.6 | 74.5 | (20.5) | 58 | (36.9) | 4.8 | 101.5 | 5.4 | 130.1 |
Income taxes | 3.5 | (1.2) | 9.1 | 23.6 | (3.4) | 10.9 | (4.6) | 2 | 35 | 4.9 | 37.7 |
Income (Loss) from Continuing Operations | $ 5.1 | $ (1) | $ 11.5 | $ 50.9 | $ (17.1) | $ 47.1 | $ (32.3) | $ 2.8 | $ 66.5 | $ 0.5 | $ 92.4 |
Basic (in dollars per share) | $ (0.04) | $ (0.10) | $ 0.01 | $ 0.25 | $ (0.21) | $ 0.23 | $ (0.27) | $ 0.02 | $ 0.16 | $ (0.16) | $ 0.70 |
Diluted (in dollars per share) | $ (0.04) | $ (0.10) | $ 0.01 | $ 0.25 | $ (0.21) | $ 0.23 | $ (0.27) | $ 0.02 | $ 0.16 | $ (0.16) | $ 0.70 |