Document and Entity Information
Document and Entity Information Cover - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 26, 2024 | Dec. 31, 2023 | |
Cover [Abstract] | |||
Document type | 10-Q | ||
Document quarterly report | true | ||
Document period end date | Mar. 31, 2024 | ||
Document transition report | false | ||
Commission file number | 001-34568 | ||
Entity registrant name | OPENLANE, Inc. | ||
Entity incorporation state | DE | ||
Entity tax identification number | 20-8744739 | ||
Entity address, address line one | 11299 N. Illinois Street | ||
Entity address, address line two | Suite 500 | ||
Entity address, city | Carmel | ||
Entity address, state | IN | ||
Entity address, postal zip code | 46032 | ||
City area code | 800 | ||
Local phone number | 923-3725 | ||
Title of 12(b) security | Common Stock, par value $0.01 per share | ||
Trading symbol | KAR | ||
Security exchange name | NYSE | ||
Entity current reporting status | Yes | ||
Entity interactive data current | Yes | ||
Entity filer category | Large Accelerated Filer | ||
Entity small business | false | ||
Entity emerging growth company | false | ||
Entity shell company | false | ||
Entity common stock, shares outstanding | 108,302,011 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Entity central index key | 0001395942 | ||
Current fiscal year end date | --12-31 | ||
Document fiscal year focus | 2024 | ||
Document fiscal period focus | Q1 | ||
Amendment flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating revenues | ||
Auction fees | $ 109.9 | $ 99.9 |
Service revenue | 150.2 | 165.6 |
Purchased vehicle sales | 58.2 | 55.5 |
Finance-related revenue | 98 | 99.6 |
Total operating revenues | 416.3 | 420.6 |
Operating expenses | ||
Cost of services (exclusive of depreciation and amortization) | 213.9 | 224.2 |
Selling, general and administrative | 108.7 | 108 |
Depreciation and amortization | 24.3 | 23 |
Total operating expenses | 346.9 | 355.2 |
Operating profit | 69.4 | 65.4 |
Interest expense | 39.7 | 38.3 |
Other (income) expense, net | 0.5 | 7.1 |
Income from continuing operations before income taxes | 29.2 | 20 |
Income taxes | 10.7 | 7.3 |
Income from continuing operations | 18.5 | 12.7 |
Income from discontinued operations, net of income taxes | 0 | 0 |
Net income | $ 18.5 | $ 12.7 |
Net income (loss) per share - basic | ||
Income from continuing operations | $ 0.05 | $ 0.01 |
Income from discontinued operations | 0 | 0 |
Net income (loss) | 0.05 | 0.01 |
Net income (loss) per share - diluted | ||
Income from continuing operations | 0.05 | 0.01 |
Income from discontinued operations | 0 | 0 |
Net income (loss) | $ 0.05 | $ 0.01 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income | $ 18.5 | $ 12.7 |
Other comprehensive income (loss) | ||
Foreign currency translation gain (loss) | (9.5) | 2.4 |
Comprehensive income | $ 9 | $ 15.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 105.2 | $ 93.5 |
Restricted cash | 45.7 | 65.4 |
Trade receivables, net of allowances of $9.2 and $9.9 | 391 | 291.8 |
Finance receivables, net of allowances of $21.0 and $23.0 | 2,292.7 | 2,282 |
Other current assets | 123.7 | 109.2 |
Total current assets | 2,958.3 | 2,841.9 |
Other assets | ||
Goodwill | 1,266 | 1,271.2 |
Customer relationships, net of accumulated amortization of $440.7 and $438.5 | 131.2 | 136.1 |
Other intangible assets, net of accumulated amortization of $484.2 and $475.4 | 176.4 | 181.5 |
Operating lease right-of-use assets | 73 | 75.9 |
Property and equipment, net of accumulated depreciation of $188.6 and $187.2 | 163.5 | 169.8 |
Other assets | 50 | 49.9 |
Total other assets | 1,860.1 | 1,884.4 |
Total assets | 4,818.4 | 4,726.3 |
Current liabilities | ||
Accounts payable | 744.1 | 556.6 |
Accrued employee benefits and compensation expenses | 22.6 | 40.5 |
Accrued interest | 11.9 | 10.1 |
Other accrued expenses | 72.5 | 75.3 |
Income taxes payable | 5 | 9.8 |
Obligations collateralized by finance receivables | 1,597.2 | 1,631.9 |
Current maturities of long-term debt | 120.4 | 154.6 |
Total current liabilities | 2,573.7 | 2,478.8 |
Non-current liabilities | ||
Long-term debt | 200.5 | 202.4 |
Deferred income tax liabilities | 19.3 | 20.9 |
Operating lease liabilities | 67.4 | 70.4 |
Other liabilities | 14.8 | 14.3 |
Total non-current liabilities | 302 | 308 |
Commitments and contingencies (Note 9) | ||
Temporary equity | ||
Series A convertible preferred stock | 612.5 | 612.5 |
Stockholders' equity | ||
Common stock, $0.01 par value: Authorized shares: 400,000,000; Issued and outstanding shares: March 31, 2024: 108,302,011 December 31, 2023: 108,040,704 | 1.1 | 1.1 |
Additional paid-in capital | 743.5 | 738.2 |
Retained earnings | 631.8 | 624.4 |
Accumulated other comprehensive loss | (46.2) | (36.7) |
Total stockholders' equity | 1,330.2 | 1,327 |
Total liabilities, temporary equity and stockholders' equity | $ 4,818.4 | $ 4,726.3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2022 | $ 1,518.3 | $ 1.1 | $ 743.8 | $ 822.9 | $ (49.5) |
Beginning balance (in shares) at Dec. 31, 2022 | 108,900,000 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 12.7 | 12.7 | |||
Other comprehensive income (loss) | 2.4 | 2.4 | |||
Issuance of common stock under stock plans | 1.3 | 1.3 | |||
Issuance of common stock under stock plans (in shares) | 400,000 | ||||
Surrender of RSUs for taxes | (1.3) | (1.3) | |||
Surrender of RSUs for taxes (in shares) | (100,000) | ||||
Stock-based compensation expense | 3.6 | 3.6 | |||
Dividends on preferred stock | (11.1) | (11.1) | |||
Ending balance at Mar. 31, 2023 | 1,525.9 | $ 1.1 | 747.4 | 824.5 | (47.1) |
Ending balance (in shares) at Mar. 31, 2023 | 109,200,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 1,327 | $ 1.1 | 738.2 | 624.4 | (36.7) |
Beginning balance (in shares) at Dec. 31, 2023 | 108,040,704 | 108,000,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net income | $ 18.5 | 18.5 | |||
Other comprehensive income (loss) | (9.5) | (9.5) | |||
Issuance of common stock under stock plans | 0.4 | 0.4 | |||
Issuance of common stock under stock plans (in shares) | 400,000 | ||||
Surrender of RSUs for taxes | (1.7) | (1.7) | |||
Surrender of RSUs for taxes (in shares) | (100,000) | ||||
Stock-based compensation expense | 6.6 | 6.6 | |||
Dividends on preferred stock | (11.1) | (11.1) | |||
Ending balance at Mar. 31, 2024 | $ 1,330.2 | $ 1.1 | $ 743.5 | $ 631.8 | $ (46.2) |
Ending balance (in shares) at Mar. 31, 2024 | 108,302,011 | 108,300,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income | $ 18.5 | $ 12.7 |
Net income from discontinued operations | 0 | 0 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 24.3 | 23 |
Provision for credit losses | 15.8 | 14.3 |
Deferred income taxes | (1.5) | 0.2 |
Amortization of debt issuance costs | 2.2 | 2.2 |
Stock-based compensation | 6.6 | 3.6 |
Net change in unrealized loss on investment securities | 0 | 0.1 |
Investment and note receivable impairment | 0 | 11 |
Other non-cash, net | 0.1 | 0.7 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Trade receivables and other assets | (113.6) | (96.4) |
Accounts payable and accrued expenses | 147.8 | 124.7 |
Net cash provided by (used by) operating activities - continuing operations | 100.2 | 96.1 |
Net cash provided by operating activities - discontinued operations | 0 | 0 |
Investing activities | ||
Net increase in finance receivables held for investment | (26.4) | (1.7) |
Purchases of property, equipment and computer software | (12.9) | (12) |
Investments in securities | (0.4) | (0.2) |
Proceeds from sale of investments | 0 | 0.3 |
Net cash used by investing activities - continuing operations | (39.7) | (13.6) |
Net cash provided by investing activities - discontinued operations | 0 | 7 |
Financing activities | ||
Net increase (decrease) in book overdrafts | 17 | (0.5) |
Net repayments of lines of credit | (33.2) | (62.9) |
Net decrease in obligations collateralized by finance receivables | (32.8) | (41) |
Payments for debt issuance costs/amendments | (1.9) | (0.5) |
Payments on finance leases | (0.3) | (0.5) |
Issuance of common stock under stock plans | 0.4 | 1.3 |
Tax withholding payments for vested RSUs | (1.7) | (1.3) |
Dividends paid on Series A Preferred Stock | (11.1) | (11.1) |
Net cash used by financing activities - continuing operations | (63.6) | (116.5) |
Net cash provided by financing activities - discontinued operations | 0 | 0 |
Net change in cash balances of discontinued operations | 0 | 0 |
Effect of exchange rate changes on cash | (4.9) | 1.1 |
Net decrease in cash, cash equivalents and restricted cash | (8) | (25.9) |
Cash, cash equivalents and restricted cash at beginning of period | 158.9 | 277.7 |
Cash paid for interest | 36.2 | 31.1 |
Cash paid for taxes, net of refunds | 15.4 | 12 |
Cash, cash equivalents and restricted cash at end of period | 150.9 | 251.8 |
Discontinued Operations | ||
Cash paid for taxes, net of refunds | $ 0.2 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Trade receivable allowances | $ 9.2 | $ 9.9 |
Finance receivables allowances | 21 | 23 |
Customer relationships accumulated amortization | 440.7 | 438.5 |
Other Intangible Assets Accumulated Amortization | 484.2 | 475.4 |
Property, Plant and Equipment Accumulated Depreciation | $ 188.6 | $ 187.2 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 108,302,011 | 108,040,704 |
Common Stock, Shares, Issued | 108,302,011 | 108,040,704 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Defined Terms Unless otherwise indicated or unless the context otherwise requires, the following terms used herein shall have the following meanings: • "we," "us," "our," "OPENLANE" and "the Company" refer, collectively, to OPENLANE, Inc. (f/k/a KAR Auction Services, Inc.) and its subsidiaries, unless the context requires otherwise; • "ADESA" or "ADESA Auctions" refer, collectively, to ADESA, Inc., a wholly-owned subsidiary of OPENLANE, and ADESA, Inc.'s subsidiaries, including OPENLANE US, Inc. (together with OPENLANE US, Inc.'s subsidiaries, "OPENLANE US"), BacklotCars, Inc. ("BacklotCars"), CARWAVE LLC ("CARWAVE"), Nth Gen Software Inc. ("TradeRev"), ADESA Remarketing Limited ("ADESA U.K.") and ADESA Europe NV and its subsidiaries ("ADESA Europe"); • "ADESA U.S. physical auction business," "ADESA U.S. physical auctions" and "ADESA U.S." refer to the auction sales, operations and staff at ADESA’s U.S. vehicle logistics centers, which were sold to Carvana Group, LLC (together with Carvana Co. and its subsidiaries, "Carvana") in May 2022 (the "Transaction"); • "AFC" refers, collectively, to Automotive Finance Corporation, a wholly-owned subsidiary of ADESA, and Automotive Finance Corporation's subsidiaries and other related entities; • "Credit Agreement" refers to the Credit Agreement, dated June 23, 2023 (as amended, amended and restated, modified or supplemented from time to time), among the Company, as the borrower, the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a $325 million senior secured revolving credit facility due June 23, 2028 (the "Revolving Credit Facility") and, as part of the First Amendment (defined below), a C$175 million revolving credit facility in Canadian dollars due June 23, 2028 (the "Canadian Revolving Credit Facility" and, together with the Revolving Credit Facility, "the Revolving Credit Facilities"); • "Previous Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014 (as amended, amended and restated, modified or supplemented prior to the date of the Credit Agreement), among the Company, as the borrower, the several banks and other financial institutions or entities party thereto and JPMorgan Chase Bank N.A., as administrative agent; • "IAA" refers, collectively, to Insurance Auto Auctions, Inc., formerly a wholly-owned subsidiary of OPENLANE, and Insurance Auto Auctions, Inc.'s subsidiaries and other related entities; • "OPENLANE, Inc." refers to the Company and not to its subsidiaries; • "Senior notes" refers to the 5.125% senior notes due 2025 ($210 million aggregate principal was outstanding at March 31, 2024); and • "Series A Preferred Stock" refers to the Series A Convertible Preferred Stock, par value $0.01 per share (634,305 shares of Series A Preferred Stock were outstanding at March 31, 2024 and December 31, 2023). Business and Nature of Operations OPENLANE is a leading digital marketplace for used vehicles, connecting sellers and buyers across North America and Europe to facilitate fast, easy and transparent transactions. Our portfolio of integrated technology, data analytics, financing, logistics, reconditioning and other remarketing solutions, combined with our vehicle logistics centers in Canada, help advance our purpose: to make wholesale easy so our customers can be more successful. As of March 31, 2024, the Marketplace segment serves a domestic and international customer base through digital marketplaces and 15 vehicle logistics center locations across Canada. For commercial sellers, our software platform supports private label digital remarketing sites and provides comprehensive solutions to our automobile manufacturer, captive finance company and other commercial customers. For dealer customers, our platform facilitates multiple sale formats, data-driven insights and integrated services to automotive dealers, coast-to-coast in the United States, Canada and Europe. OPENLANE Europe is our digital marketplace serving customers in the United Kingdom and Continental Europe through a consolidated online wholesale used vehicle platform. Marketplace services include a variety of activities designed to facilitate the transfer of used vehicles between sellers and buyers throughout the vehicle life cycle. We facilitate the exchange of these vehicles through our marketplaces, which aligns sellers and buyers. As an agent for customers, the Company generally does not take title to or ownership of vehicles sold through our marketplaces. Generally, fees are earned from the seller and buyer on each successful marketplace transaction in addition to fees earned for ancillary services. We also sell vehicles that have been purchased, for which we do take title and record the gross selling price of the vehicle sold through our marketplaces as revenue. We also provide services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. We are able to serve the diverse and multi-faceted needs of our customers through the wide range of services offered. AFC is a leading provider of floorplan financing primarily to independent used vehicle dealers ("independent dealer customers") and this financing is provided through approximately 90 locations (hybrid of physical locations and a digital servicing network) throughout the United States and Canada as of March 31, 2024. Floorplan financing supports independent dealer customers in North America who purchase vehicles at OPENLANE and other used vehicle and salvage auctions. In addition, AFC provides financing for dealer inventory purchased directly from wholesalers, other dealers and directly from consumers, as well as providing liquidity for customer trade-ins which can encompass settling lien holder payoffs. AFC also provides title services for their customers. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 21, 2024. The 2023 year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based in part on assumptions about current, and for some estimates, future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Although the current estimates contemplate current conditions and expected future changes, as appropriate, it is reasonably possible that future conditions could differ from these estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of goodwill, intangible assets and long-lived assets, incremental losses on finance receivables, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. New Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires additional income tax disclosures on an annual basis, specifically related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted and the amendments should be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact the adoption of ASU 2023-07 will have on the consolidated financial statements and related disclosures. |
Sale of ADESA U.S. Physical Auc
Sale of ADESA U.S. Physical Auction Business and Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of ADESA U.S. Physical Auction Business and Discontinued Operations | Sale of ADESA U.S. Physical Auction Business and Discontinued Operations In February 2022, the Company announced that it had entered into a definitive agreement with Carvana, pursuant to which Carvana would acquire the ADESA U.S. physical auction business from the Company. The Transaction was completed in May 2022 and included all auction sales, operations and staff at ADESA’s U.S. vehicle logistics centers and use of the ADESA.com marketplace in the U.S. In connection with the Transaction, the Company and Carvana entered into various agreements to provide a framework for their relationship after the Transaction, including a transition services agreement for a transitional period and a commercial agreement for a term of 7 years that provides for platform and other fees for services rendered. For the three months ended March 31, 2024 and 2023, the Company received a net cash inflow from the commercial agreement and transition services agreement of approximately $29.8 million and $30.0 million, respectively, which includes the transportation services noted below. The Company provided transportation services of $0.4 million and $21.9 million to the ADESA U.S. physical auctions for the three months ended March 31, 2024 and 2023, respectively. The financial results of the ADESA U.S. physical auction business have been accounted for as discontinued operations for all periods presented. The business was formerly included in the Company’s Marketplace reportable segment. There were no results of operations for the ADESA U.S. physical auction business reclassified to discontinued operations for the three months ended March 31, 2024 and 2023. |
Stock and Stock-Based Compensat
Stock and Stock-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans The KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") is intended to provide equity and/or cash-based awards to our executive officers and key employees. Our stock-based compensation expense includes expense associated with 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 service options, market options, PRSUs and RSUs should be classified as equity awards. The following table summarizes our stock-based compensation expense by type of award (in millions) : Three Months Ended March 31, 2024 2023 PRSUs $ 3.8 $ (0.1) RSUs 2.9 2.8 Service options 0.1 0.2 Market options (0.2) 0.7 Total stock-based compensation expense $ 6.6 $ 3.6 PRSUs In the first quarter of 2024, we granted a target amount of approximately 0.6 million PRSUs to certain executive officers of the Company. Three quarters of the PRSUs vest if and to the extent that the Company's cumulative Adjusted EBITDA ("Adjusted EBITDA PRSUs") attains certain specified goals over three years. The other one quarter of the PRSUs vest if and to the extent that the Company's total shareholder return over three years relative to that of companies within the S&P SmallCap 600 ("TSR PRSUs") exceeds certain levels. The weighted average grant date fair value of the Adjusted EBITDA PRSUs was $14.66 per share, which was determined using the closing price of the Company's common stock on the dates of grant. The weighted average grant date fair value of the TSR PRSUs was $21.12 per share and was developed with a Monte Carlo simulation using a multivariate Geometric Brownian Motion. RSUs In the first quarter of 2024, approximately 0.6 million RSUs were granted to certain management members of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The 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 $14.66 per share. Share Repurchase Program 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. Since October 2019, the share repurchase program has been amended from time-to-time through subsequent approvals by the board of directors. These amendments have served to increase the size of the share repurchase program and extend its maturity date through December 31, 2024. At March 31, 2024, approximately $125.0 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 under 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. No shares of common stock were repurchased during the three months ended March 31, 2024 and 2023. |
Net Income (Loss) from Continui
Net Income (Loss) from Continuing Operations Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) from Continuing Operations Per Share | Income from Continuing Operations Per Share The following table sets forth the computation of income from continuing operations per share (in millions except per share amounts) : Three Months Ended March 31, 2024 2023 Income from continuing operations $ 18.5 $ 12.7 Series A Preferred Stock dividends (11.1) (11.1) Income from continuing operations attributable to participating securities (1.8) (0.4) Income from continuing operations attributable to common stockholders $ 5.6 $ 1.2 Weighted average common shares outstanding 108.3 109.3 Effect of dilutive stock options and restricted stock awards 0.9 0.6 Weighted average common shares outstanding and potential common shares 109.2 109.9 Income from continuing operations per share Basic $ 0.05 $ 0.01 Diluted $ 0.05 $ 0.01 The Company includes participating securities (Series A Preferred Stock) in the computation of income from continuing operations per share pursuant to the two-class method. The two-class method of calculating income 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 income from continuing operations in determining income attributable to common stockholders. The effect of stock options and restricted stock on 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 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 0.4 million and 0.5 million service options were excluded from the calculation of diluted income from continuing operations per share for the three months ended March 31, 2024 and 2023, respectively, and all of the market options were excluded from the calculation for the three months ended March 31, 2024 and 2023. In addition, approximately 1.3 million and 1.6 million PRSUs were excluded from the calculation of diluted income from continuing operations per share for the three months ended March 31, 2024 and March 31, 2023, respectively. Total options outstanding at March 31, 2024 and 2023 were 4.5 million and 4.7 million, respectively. |
Finance Receivables and Obligat
Finance Receivables and Obligations Collateralized by Finance Receivables | 3 Months Ended |
Mar. 31, 2024 | |
Financing Receivable, after Allowance for Credit Loss, Current [Abstract] | |
Finance Receivables and Obligations Collateralized by Finance Receivables | Finance Receivables and Obligations Collateralized by Finance Receivables AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to a wholly-owned, bankruptcy remote, consolidated, special purpose subsidiary ("AFC Funding Corporation"), established for the purpose of purchasing AFC's finance receivables. A securitization agreement allows for the revolving sale by AFC Funding Corporation to a group of bank purchasers of undivided interests in certain finance receivables subject to committed liquidity. The agreement expires on January 31, 2026. AFC Funding Corporation had committed liquidity of $2.0 billion for U.S. finance receivables at March 31, 2024. We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables, which expires on January 31, 2026. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$300 million on March 31, 2024. 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. March 31, 2024 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,310.0 $ 24.1 $ 15.5 Other loans 3.7 — — Total receivables managed $ 2,313.7 $ 24.1 $ 15.5 December 31, 2023 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,301.4 $ 23.7 $ 12.5 Other loans 3.6 — — Total receivables managed $ 2,305.0 $ 23.7 $ 12.5 The following is a summary of the changes in the allowance for credit losses related to finance receivables ( in millions ): March 31, March 31, Allowance for Credit Losses Balance at December 31 $ 23.0 $ 21.5 Provision for credit losses 13.6 12.0 Recoveries 1.6 1.6 Less charge-offs (17.1) (14.1) Other (0.1) — Balance at end of period $ 21.0 $ 21.0 As of March 31, 2024 and December 31, 2023, $2,305.7 million and $2,296.4 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: March 31, December 31, 2023 Obligations collateralized by finance receivables, gross $ 1,609.1 $ 1,645.4 Unamortized securitization issuance costs (11.9) (13.5) Obligations collateralized by finance receivables $ 1,597.2 $ 1,631.9 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 Previous Credit Agreement. At March 31, 2024, we were in compliance with the covenants in the securitization agreements. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure | Goodwill Goodwill consisted of the following ( in millions ): Marketplace Finance Total Balance at December 31, 2023 (1)(2) $ 1,030.3 $ 240.9 $ 1,271.2 Foreign currency (5.2) — (5.2) Balance at March 31, 2024 (1)(2) $ 1,025.1 $ 240.9 $ 1,266.0 (1) Marketplace amounts are net of accumulated goodwill impairment charges of $250.8 million at March 31, 2024 and December 31, 2023. (2) Finance amounts are net of accumulated goodwill impairment charges of $161.5 million at March 31, 2024 and December 31, 2023. Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. The Company tests goodwill and indefinite-lived tradenames for impairment at the reporting unit level annually during the second quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. The deferred tax benefits of $52.5 million and $6.5 million associated with the goodwill and tradename impairments in the second quarter of 2023, respectively, resulted in the U.S. being in a net deferred tax asset position. Due to the three-year cumulative loss related to U.S. operations, we recorded a $38.3 million and $36.4 million valuation allowance against the U.S. net deferred tax asset at March 31, 2024 and December 31, 2023, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in millions) : Interest Rate* Maturity March 31, December 31, 2023 Revolving Credit Facility Adjusted Term SOFR + 2.25% June 23, 2028 $ 29.0 $ 137.0 Canadian Revolving Credit Facility Adjusted Term CORRA + 2.50% June 23, 2028 66.5 — Senior notes 5.125% June 1, 2025 210.0 210.0 European lines of credit Euribor + 1.25% Repayable upon demand 24.9 17.6 Total debt 330.4 364.6 Unamortized debt issuance costs/discounts (9.5) (7.6) Current portion of long-term debt (120.4) (154.6) Long-term debt $ 200.5 $ 202.4 *The interest rates presented in the table above represent the rates in place at March 31, 2024. Credit Facilities On June 23, 2023, we entered into the Credit Agreement, which replaced the Previous Credit Agreement, and provides for, among other things, the $325 million Revolving Credit Facility. On January 19, 2024, the Company and ADESA Auctions Canada Corporation, a subsidiary of the Company (the "Canadian Borrower") entered into the First Amendment Agreement (the "First Amendment") to the Credit Agreement. The First Amendment provides for, among other things, (i) a C$175 million revolving credit facility in Canadian dollars (the "Canadian Revolving Credit Facility" and, together with the Revolving Credit Facility, "the Revolving Credit Facilities") and (ii) a C$50 million sub-limit (the "Canadian Sub-limit") under the Company's existing Revolving Credit Facility for borrowings in Canadian dollars. The proceeds from the Canadian Revolving Credit Facility may be used to finance a portion of the Manheim Canada acquisition, to pay for expenses related to the First Amendment and for ongoing working capital and general corporate purposes. The Revolving Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Revolving Credit Facility also includes a $65 million sub-limit for the issuance of letters of credit and a $60 million sub-limit for swingline loans. The obligations of the Company under the Revolving Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) first priority security interests in substantially all other assets of the Company and each Subsidiary Guarantor, subject to certain exceptions. The 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 maximum Consolidated Senior Secured Net Leverage Ratio, not to exceed 3.5 as of the last day of each fiscal quarter on which any loans under the Revolving Credit Facilities are outstanding. We were in compliance with the applicable covenants in the Credit Agreement at March 31, 2024. The obligations of the Canadian Borrower under the Canadian Revolving Credit Facility are guaranteed by certain of the Company’s domestic and Canadian subsidiaries (the "Canadian Revolving Credit Facility Subsidiary Guarantors") and are secured by substantially all of the assets of the Company, the Canadian Borrower and the Canadian Revolving Credit Facility Subsidiary Guarantors, subject to certain exceptions; provided, however, the Canadian Borrower and the other Canadian subsidiaries of the Company constituting the Canadian Revolving Credit Facility Subsidiary Guarantors shall guarantee and/or provide security for only the Canadian Secured Obligations (as defined in the Credit Agreement, as amended by the First Amendment). Loans under the Revolving Credit Facility bear interest at a rate calculated based on the type of borrowing (at the Company's election, either Adjusted Term SOFR Rate or Base Rate (each as defined in the Credit Agreement)) and the Company’s Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), with such rate ranging from 2.75% to 2.25% for Adjusted Term SOFR Rate loans and from 1.75% to 1.25% for Base Rate loans. The Company also 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. Loans under the Canadian Revolving Credit Facility bear interest at a rate calculated based on the type of borrowing (at the Canadian Borrower's election, either Adjusted Term CORRA Rate or Canadian Prime Rate (each as defined in the Credit Agreement, as amended by the First Amendment)) and the Company’s Consolidated Senior Secured Net Leverage Ratio, with such rate ranging from 3.00% to 2.50% for Adjusted Term CORRA loans and from 2.00% to 1.50% for Canadian Prime Rate loans. Loans under the Canadian Sub-limit will bear interest at the Adjusted Term CORRA Rate plus a margin ranging from 2.75% to 2.25% based on the Company’s Consolidated Senior Secured Net Leverage Ratio (the same margin as loans under the existing Revolving Credit Facility). The Canadian Borrower will also pay a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Canadian Revolving Credit Facility based on the Company’s Consolidated Senior Secured Net Leverage Ratio. As of March 31, 2024 and December 31, 2023, $95.5 million and $137.0 million was drawn on the Revolving Credit Facilities, respectively. In addition, we had related outstanding letters of credit in the aggregate amount of $51.2 million and $54.7 million at March 31, 2024 and December 31, 2023, respectively, which reduce the amount available for borrowings under the Revolving Credit Facilities. 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. The senior notes may be redeemed at par. The senior notes are guaranteed by the Subsidiary Guarantors. In June 2023, in connection with a previously announced offer to purchase, we prepaid $140 million of the senior notes at par with proceeds from the Transaction. We incurred a loss on the extinguishment of the senior notes of $0.7 million in the second quarter of 2023 primarily representative of the write-off of unamortized debt issuance costs associated with the portion of the senior notes repaid, as well as purchase offer expenses. European Lines of Credit ADESA Europe has lines of credit aggregating $32.4 million (€30 million). The lines of credit had an aggregate $24.9 million and $17.6 million of borrowings outstanding at March 31, 2024 and December 31, 2023, respectively. The lines of credit are secured by certain inventory and receivables at ADESA Europe subsidiaries. Fair Value of Debt As of March 31, 2024 and December 31, 2023, the estimated fair value of our long-term debt amounted to $327.0 million and $360.4 million, respectively. The estimates of fair value were based on broker-dealer quotes (Level 2 inputs) for our debt as of March 31, 2024 and December 31, 2023. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other (Income) Expense, Net | Other (Income) Expense, Net Other (income) expense, net consisted of the following ( in millions ): Three Months Ended March 31, 2024 2023 Change in realized and unrealized losses on investment securities, net $ — $ 0.1 Foreign currency losses 2.0 0.1 Investment and note receivable impairment — 11.0 Other (1.5) (4.1) Other (income) expense, net $ 0.5 $ 7.1 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. The realized and unrealized gains and losses on these investment securities are shown in the table above. 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. As of March 31, 2024, the Company had no investment securities measured at fair value (based on quoted market prices for identical assets or Level 1 of the fair value hierarchy). Other investments held of $26.4 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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. Although the outcome of litigation cannot be accurately predicted, based on evaluation of information presently available, our management does not currently believe that the ultimate resolution of these actions will have a material adverse effect on our financial condition, results of operations or cash flows. Legal fees are expensed as incurred. There has been no significant change in the legal and regulatory proceedings which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
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 ): March 31, December 31, 2023 Foreign currency translation loss $ (46.2) $ (36.7) Accumulated other comprehensive loss $ (46.2) $ (36.7) |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ASC 280, Segment Reporting , requires reporting of segment information that is consistent with the manner in which the chief operating decision maker operates and views the Company. Our operations are grouped into two operating segments: Marketplace and Finance, which also serve as our reportable business segments. These reportable business segments offer different services and have fundamental differences in their operations. Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2024 (in millions) : Marketplace Finance Consolidated Operating revenues $ 318.3 $ 98.0 $ 416.3 Operating expenses Cost of services (exclusive of depreciation and amortization) 197.1 16.8 213.9 Selling, general and administrative 94.8 13.9 108.7 Depreciation and amortization 21.6 2.7 24.3 Total operating expenses 313.5 33.4 346.9 Operating profit 4.8 64.6 69.4 Interest expense 7.1 32.6 39.7 Other (income) expense, net 0.5 — 0.5 Intercompany expense (income) 9.9 (9.9) — Income (loss) from continuing operations before income taxes (12.7) 41.9 29.2 Income taxes 0.2 10.5 10.7 Income (loss) from continuing operations $ (12.9) $ 31.4 $ 18.5 Total assets $ 2,159.3 $ 2,659.1 $ 4,818.4 Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2023 (in millions) : Marketplace Finance Consolidated Operating revenues $ 321.0 $ 99.6 $ 420.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 207.8 16.4 224.2 Selling, general and administrative 95.6 12.4 108.0 Depreciation and amortization 21.2 1.8 23.0 Total operating expenses 324.6 30.6 355.2 Operating profit (loss) (3.6) 69.0 65.4 Interest expense 8.0 30.3 38.3 Other (income) expense, net 7.0 0.1 7.1 Intercompany expense (income) 6.4 (6.4) — Income (loss) from continuing operations before income taxes (25.0) 45.0 20.0 Income taxes (3.9) 11.2 7.3 Income (loss) from continuing operations $ (21.1) $ 33.8 $ 12.7 Total assets $ 2,376.5 $ 2,771.4 $ 5,147.9 Geographic Information Our foreign operations include Canada, Continental Europe and the U.K. Approximately 54% and 60% of our foreign operating revenues were from Canada for the three months ended March 31, 2024 and 2023, respectively. Most of the remaining foreign operating revenues were generated from Continental Europe. Information regarding the geographic areas of our operations is set forth below (in millions) : Three Months Ended March 31, 2024 2023 Operating revenues U.S. $ 258.5 $ 272.2 Foreign 157.8 148.4 $ 416.3 $ 420.6 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 18.5 | $ 12.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Securities Trading Plans of Directors and Executive Officers During the first quarter of 2024, none of the Company’s directors or executive officers adopted a Rule 10b5-1 trading plan, terminated or modified a Rule 10b5-1 trading plan or adopted, modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 21, 2024. The 2023 year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based in part on assumptions about current, and for some estimates, future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Although the current estimates contemplate current conditions and expected future changes, as appropriate, it is reasonably possible that future conditions could differ from these estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of goodwill, intangible assets and long-lived assets, incremental losses on finance receivables, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. |
New Accounting Standards | New Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires additional income tax disclosures on an annual basis, specifically related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on the consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted and the amendments should be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact the adoption of ASU 2023-07 will have on the consolidated financial statements and related disclosures. |
Stock and Stock-Based Compens_2
Stock and Stock-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense by type of award | The following table summarizes our stock-based compensation expense by type of award (in millions) : Three Months Ended March 31, 2024 2023 PRSUs $ 3.8 $ (0.1) RSUs 2.9 2.8 Service options 0.1 0.2 Market options (0.2) 0.7 Total stock-based compensation expense $ 6.6 $ 3.6 |
Net Income (Loss) from Contin_2
Net Income (Loss) from Continuing Operations Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net income (loss) from continuing operations per share | The following table sets forth the computation of income from continuing operations per share (in millions except per share amounts) : Three Months Ended March 31, 2024 2023 Income from continuing operations $ 18.5 $ 12.7 Series A Preferred Stock dividends (11.1) (11.1) Income from continuing operations attributable to participating securities (1.8) (0.4) Income from continuing operations attributable to common stockholders $ 5.6 $ 1.2 Weighted average common shares outstanding 108.3 109.3 Effect of dilutive stock options and restricted stock awards 0.9 0.6 Weighted average common shares outstanding and potential common shares 109.2 109.9 Income from continuing operations per share Basic $ 0.05 $ 0.01 Diluted $ 0.05 $ 0.01 |
Finance Receivables and Oblig_2
Finance Receivables and Obligations Collateralized by Finance Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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. March 31, 2024 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,310.0 $ 24.1 $ 15.5 Other loans 3.7 — — Total receivables managed $ 2,313.7 $ 24.1 $ 15.5 December 31, 2023 Net Credit Losses Total Amount of: (in millions) Receivables Receivables Floorplan receivables $ 2,301.4 $ 23.7 $ 12.5 Other loans 3.6 — — Total receivables managed $ 2,305.0 $ 23.7 $ 12.5 |
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 ): March 31, March 31, Allowance for Credit Losses Balance at December 31 $ 23.0 $ 21.5 Provision for credit losses 13.6 12.0 Recoveries 1.6 1.6 Less charge-offs (17.1) (14.1) Other (0.1) — Balance at end of period $ 21.0 $ 21.0 |
Schedule of obligations collateralized by finance receivables | Obligations collateralized by finance receivables consisted of the following: March 31, December 31, 2023 Obligations collateralized by finance receivables, gross $ 1,609.1 $ 1,645.4 Unamortized securitization issuance costs (11.9) (13.5) Obligations collateralized by finance receivables $ 1,597.2 $ 1,631.9 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill | |
Schedule of goodwill | Goodwill consisted of the following ( in millions ): Marketplace Finance Total Balance at December 31, 2023 (1)(2) $ 1,030.3 $ 240.9 $ 1,271.2 Foreign currency (5.2) — (5.2) Balance at March 31, 2024 (1)(2) $ 1,025.1 $ 240.9 $ 1,266.0 (1) Marketplace amounts are net of accumulated goodwill impairment charges of $250.8 million at March 31, 2024 and December 31, 2023. (2) Finance amounts are net of accumulated goodwill impairment charges of $161.5 million at March 31, 2024 and December 31, 2023. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in millions) : Interest Rate* Maturity March 31, December 31, 2023 Revolving Credit Facility Adjusted Term SOFR + 2.25% June 23, 2028 $ 29.0 $ 137.0 Canadian Revolving Credit Facility Adjusted Term CORRA + 2.50% June 23, 2028 66.5 — Senior notes 5.125% June 1, 2025 210.0 210.0 European lines of credit Euribor + 1.25% Repayable upon demand 24.9 17.6 Total debt 330.4 364.6 Unamortized debt issuance costs/discounts (9.5) (7.6) Current portion of long-term debt (120.4) (154.6) Long-term debt $ 200.5 $ 202.4 |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Nonoperating Income (Expense) [Abstract] | |
Schedule of Other (Income) Expense, Net | Other (income) expense, net consisted of the following ( in millions ): Three Months Ended March 31, 2024 2023 Change in realized and unrealized losses on investment securities, net $ — $ 0.1 Foreign currency losses 2.0 0.1 Investment and note receivable impairment — 11.0 Other (1.5) (4.1) Other (income) expense, net $ 0.5 $ 7.1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 ): March 31, December 31, 2023 Foreign currency translation loss $ (46.2) $ (36.7) Accumulated other comprehensive loss $ (46.2) $ (36.7) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of financial information regarding the entity's reportable segments | Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2024 (in millions) : Marketplace Finance Consolidated Operating revenues $ 318.3 $ 98.0 $ 416.3 Operating expenses Cost of services (exclusive of depreciation and amortization) 197.1 16.8 213.9 Selling, general and administrative 94.8 13.9 108.7 Depreciation and amortization 21.6 2.7 24.3 Total operating expenses 313.5 33.4 346.9 Operating profit 4.8 64.6 69.4 Interest expense 7.1 32.6 39.7 Other (income) expense, net 0.5 — 0.5 Intercompany expense (income) 9.9 (9.9) — Income (loss) from continuing operations before income taxes (12.7) 41.9 29.2 Income taxes 0.2 10.5 10.7 Income (loss) from continuing operations $ (12.9) $ 31.4 $ 18.5 Total assets $ 2,159.3 $ 2,659.1 $ 4,818.4 Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2023 (in millions) : Marketplace Finance Consolidated Operating revenues $ 321.0 $ 99.6 $ 420.6 Operating expenses Cost of services (exclusive of depreciation and amortization) 207.8 16.4 224.2 Selling, general and administrative 95.6 12.4 108.0 Depreciation and amortization 21.2 1.8 23.0 Total operating expenses 324.6 30.6 355.2 Operating profit (loss) (3.6) 69.0 65.4 Interest expense 8.0 30.3 38.3 Other (income) expense, net 7.0 0.1 7.1 Intercompany expense (income) 6.4 (6.4) — Income (loss) from continuing operations before income taxes (25.0) 45.0 20.0 Income taxes (3.9) 11.2 7.3 Income (loss) from continuing operations $ (21.1) $ 33.8 $ 12.7 Total assets $ 2,376.5 $ 2,771.4 $ 5,147.9 |
Schedule of information regarding the geographic areas of entity's operations | Information regarding the geographic areas of our operations is set forth below (in millions) : Three Months Ended March 31, 2024 2023 Operating revenues U.S. $ 258.5 $ 272.2 Foreign 157.8 148.4 $ 416.3 $ 420.6 |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations (Details) $ / shares in Units, $ in Millions, $ in Millions | Mar. 31, 2024 USD ($) location network $ / shares shares | Jan. 19, 2024 CAD ($) | Dec. 31, 2023 USD ($) shares | Jun. 23, 2023 USD ($) | May 31, 2017 |
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 330.4 | $ 364.6 | |||
Marketplace | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Number of vehicle logistics center locations (Canada) | network | 15 | ||||
AFC | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Number of floorplan financing locations | location | 90 | ||||
Series A Preferred Stock [Member] | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Series A Preferred Stock par value per share | $ / shares | $ 0.01 | ||||
Series A Preferred Stock shares outstanding | shares | 634,305 | 634,305 | |||
Senior Notes [Member] | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 210 | $ 210 | |||
Senior notes stated interest rate | 5.125% | 5.125% | |||
Credit Agreement | Revolving Credit Facility | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 29 | 137 | |||
Maximum borrowing capacity | 325 | $ 325 | |||
Credit Agreement | Canadian Revolving Credit Facility | |||||
Basis of Presentation and Nature of Operations [Abstract] | |||||
Long-term debt | $ 66.5 | $ 0 | |||
Maximum borrowing capacity | $ 175 |
Sale of ADESA U.S. Physical A_2
Sale of ADESA U.S. Physical Auction Business and Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 09, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations | |||
Term of commercial agreement | 7 years | ||
Net cash inflow from the commercial agreement and transition services | $ 29.8 | $ 30 | |
Service Revenue - KAR to ADESA U.S. Physical Auctions | 0.4 | 21.9 | |
Cost of Service - KAR to ADESA U.S. Physical Auctions | $ 0.4 | $ 21.9 |
Stock and Stock-Based Compens_3
Stock and Stock-Based Compensation Plan Summary (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) installment $ / shares shares | Mar. 31, 2023 USD ($) | |
Stock and Stock-Based Compensation Plans | ||
Stock-based compensation expense (in dollars) | $ 6.6 | $ 3.6 |
PRSUs | ||
Stock and Stock-Based Compensation Plans | ||
Stock-based compensation expense (in dollars) | 3.8 | (0.1) |
RSUs | ||
Stock and Stock-Based Compensation Plans | ||
Stock-based compensation expense (in dollars) | 2.9 | 2.8 |
Service options | ||
Stock and Stock-Based Compensation Plans | ||
Stock-based compensation expense (in dollars) | 0.1 | 0.2 |
Market Options | ||
Stock and Stock-Based Compensation Plans | ||
Stock-based compensation expense (in dollars) | $ (0.2) | $ 0.7 |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs | ||
Stock and Stock-Based Compensation Plans | ||
PRSUs and/or RSUs grants | shares | 0.6 | |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | RSUs | ||
Stock and Stock-Based Compensation Plans | ||
PRSUs and/or RSUs grants | shares | 0.6 | |
Number of equal annual installments | installment | 3 | |
PRSUs and/or RSUs grant date fair value | $ / shares | $ 14.66 | |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs - Adjusted EBITDA | ||
Stock and Stock-Based Compensation Plans | ||
PRSUs vesting period | 3 years | |
PRSUs and/or RSUs grant date fair value | $ / shares | $ 14.66 | |
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan | PRSUs - TSR PRSUs | ||
Stock and Stock-Based Compensation Plans | ||
PRSUs vesting period | 3 years | |
PRSUs and/or RSUs grant date fair value | $ / shares | $ 21.12 |
Share Repurchase Plan (Details)
Share Repurchase Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 30, 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, 2024 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 125 | |||
Stock repurchased and retired during period (in shares) | 0 | 0 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 18.5 | $ 12.7 |
Series A Preferred Stock dividends | (11.1) | (11.1) |
Income from continuing operations attributable to participating securities | (1.8) | (0.4) |
Income from continuing operations attributable to common stockholders | $ 5.6 | $ 1.2 |
Shares outstanding | ||
Weighted average common shares outstanding | 108.3 | 109.3 |
Effect of dilutive stock options and restricted stock awards | 0.9 | 0.6 |
Weighted average common shares outstanding and potential common shares | 109.2 | 109.9 |
Income (loss) from continuing operations per share - basic | ||
Basic (in dollars per share) | $ 0.05 | $ 0.01 |
Income (loss) from continuing operations per share - diluted | ||
Diluted (in dollars per share) | $ 0.05 | $ 0.01 |
Shares attributable to service options excluded from the calculation of diluted net income per share | 0.4 | 0.5 |
Securities excluded from calculation of earnings per share amount due to performance conditions not yet satisfied | 1.3 | 1.6 |
Stock options outstanding (in shares) | 4.5 | 4.7 |
Finance Receivables and Oblig_3
Finance Receivables and Obligations Collateralized by Finance Receivables (Details) $ in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) | Dec. 31, 2023 USD ($) | |
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Principal amount of receivables | $ 2,313.7 | $ 2,305 | ||
Principal amount of receivables delinquent | 24.1 | 23.7 | ||
Net credit losses | 15.5 | $ 12.5 | ||
Finance Receivables Pledged as Security | 2,305.7 | 2,296.4 | ||
Obligations collateralized by finance receivables, gross | 1,609.1 | 1,645.4 | ||
Obligations collateralized by finance receivables | 1,597.2 | 1,631.9 | ||
Changes in the allowance for credit losses | ||||
Balance at beginning of period | 23 | 21.5 | ||
Provision for credit losses | 13.6 | 12 | ||
Recoveries | 1.6 | 1.6 | ||
Less charge-offs | (17.1) | (14.1) | ||
Other | (0.1) | 0 | ||
Balance at end of period | 21 | 21 | ||
Floorplan receivables | ||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Principal amount of receivables | 2,310 | 2,301.4 | ||
Principal amount of receivables delinquent | 24.1 | 23.7 | ||
Net credit losses | 15.5 | 12.5 | ||
Other Loans | ||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Principal amount of receivables | 3.7 | 3.6 | ||
Principal amount of receivables delinquent | 0 | 0 | ||
Net credit losses | 0 | $ 0 | ||
AFC | ||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Unamortized securitization issuance costs | $ (11.9) | $ (13.5) | ||
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 | $ 2,000 | |||
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% | |||
Cash reserve as security for obligations of collateralized financing receivables - circumstance two (as a percent) | 3% | |||
AFCI | ||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Committed liquidity | $ 300 | |||
AFCI | Minimum | ||||
Finance Receivables and Obligations Collateralized by Finance Receivables | ||||
Cash reserve as security for obligations of collateralized financing receivables (as a percent) | 1% | |||
Cash reserve as security for obligations of collateralized financing receivables - circumstance two (as a percent) | 3% |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Changes in Goodwill | ||||
Balance at the beginning of the year | $ 1,271.2 | |||
Foreign currency | (5.2) | |||
Balance at the end of the year | 1,266 | |||
Deferred income tax expense (benefit) | (1.5) | $ 0.2 | ||
Domestic Tax Authority | ||||
Changes in Goodwill | ||||
Deferred Tax Assets, Valuation Allowance | 38.3 | $ 36.4 | ||
Goodwill | ||||
Changes in Goodwill | ||||
Deferred income tax expense (benefit) | $ (52.5) | |||
ADESA Trade Names (Indefinite) | ||||
Changes in Goodwill | ||||
Deferred income tax expense (benefit) | $ (6.5) | |||
Marketplace | ||||
Changes in Goodwill | ||||
Balance at the beginning of the year | 1,030.3 | |||
Foreign currency | (5.2) | |||
Balance at the end of the year | 1,025.1 | |||
Accumulated goodwill impairment | 250.8 | 250.8 | ||
Finance | ||||
Changes in Goodwill | ||||
Balance at the beginning of the year | 240.9 | |||
Foreign currency | 0 | |||
Balance at the end of the year | 240.9 | |||
Accumulated goodwill impairment | $ 161.5 | $ 161.5 |
Long-Term Debt Summary (Details
Long-Term Debt Summary (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | May 31, 2017 | |
Long-Term Debt | |||
Total debt | $ 330.4 | $ 364.6 | |
Unamortized debt issuance costs/discounts | (9.5) | (7.6) | |
Current portion of long-term debt | (120.4) | (154.6) | |
Long-term debt | $ 200.5 | 202.4 | |
Revolving Credit Facility | Debt Instrument Adjusted Term SOFR | |||
Long-Term Debt | |||
Variable rate basis | Adjusted Term SOFR | ||
Interest rate basis (as a percent) | 2.25% | ||
Canadian Revolving Credit Facility | Debt Instrument Adjusted Term CORRA | |||
Long-Term Debt | |||
Variable rate basis | Adjusted Term CORRA | ||
Interest rate basis (as a percent) | 2.50% | ||
Senior Notes [Member] | |||
Long-Term Debt | |||
Senior notes stated interest rate | 5.125% | 5.125% | |
Total debt | $ 210 | 210 | |
Credit Agreement | Revolving Credit Facility | |||
Long-Term Debt | |||
Total debt | 29 | 137 | |
Credit Agreement | Canadian Revolving Credit Facility | |||
Long-Term Debt | |||
Total debt | 66.5 | 0 | |
European Line of Credit | Foreign line of credit | |||
Long-Term Debt | |||
Total debt | $ 24.9 | $ 17.6 | |
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, $ in Millions | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Mar. 31, 2024 EUR (€) | Jan. 19, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Jun. 23, 2023 USD ($) | |
Long-Term Debt | ||||||
Long-term debt | $ 330.4 | $ 364.6 | ||||
Percentage of equity interests of certain of the company's and the Subsidiary Guarantors' domestic subsidiaries pledged under the Credit Facility | 100% | |||||
Percentage of equity interests of certain of the company's and the Subsidiary Guarantors' first-tier foreign subsidiaries pledged under the Credit Facility | 65% | |||||
Estimated fair value of long-term debt | $ 327 | 360.4 | ||||
Payments for debt issuance costs/amendments | $ (1.9) | $ (0.5) | ||||
Revolving credit facility | Debt Instrument Adjusted Term SOFR | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.25% | |||||
Variable rate basis | Adjusted Term SOFR | |||||
Letters of credit | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 65 | |||||
Outstanding letters of credit | 51.2 | 54.7 | ||||
Swing line loans | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 60 | |||||
Canadian Revolving Credit Facility | Debt Instrument Adjusted Term CORRA | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.50% | |||||
Variable rate basis | Adjusted Term CORRA | |||||
Senior Notes [Member] | ||||||
Long-Term Debt | ||||||
Long-term debt | $ 210 | 210 | ||||
Credit Agreement | Revolving credit facility | ||||||
Long-Term Debt | ||||||
Long-term debt | 29 | 137 | ||||
Maximum borrowing capacity | $ 325 | $ 325 | ||||
Frequency of commitment fee payment | quarterly | |||||
Amount borrowed | 137 | |||||
Credit Agreement | Revolving credit facility | Base Rate | ||||||
Long-Term Debt | ||||||
Variable rate basis | Base Rate | |||||
Credit Agreement | Canadian Revolving Credit Facility | ||||||
Long-Term Debt | ||||||
Long-term debt | $ 66.5 | 0 | ||||
Maximum borrowing capacity | $ 175 | |||||
Frequency of commitment fee payment | quarterly | |||||
Credit Agreement | Canadian Sub-limit | ||||||
Long-Term Debt | ||||||
Maximum borrowing capacity | $ 50 | |||||
Credit Agreement | Revolving Credit Facilities | ||||||
Long-Term Debt | ||||||
Amount borrowed | $ 95.5 | |||||
European Line of Credit | Foreign line of credit | ||||||
Long-Term Debt | ||||||
Long-term debt | 24.9 | $ 17.6 | ||||
Maximum borrowing capacity | $ 32.4 | € 30 | ||||
Maximum | ||||||
Long-Term Debt | ||||||
Credit facility consolidated senior secured net leverage ratio | item | 3.5 | |||||
Maximum | Credit Agreement | Revolving credit facility | ||||||
Long-Term Debt | ||||||
Commitment fee on the unused amount of the Revolving Credit Facility (as a percent) | 0.35% | |||||
Maximum | Credit Agreement | Revolving credit facility | Base Rate | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 1.75% | |||||
Maximum | Credit Agreement | Revolving credit facility | Debt Instrument Adjusted Term SOFR | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.75% | |||||
Maximum | Credit Agreement | Canadian 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 | Canadian Revolving Credit Facility | Debt Instrument Adjusted Term CORRA | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 3% | |||||
Maximum | Credit Agreement | Canadian Revolving Credit Facility | Canadian Prime Rate | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2% | |||||
Maximum | Credit Agreement | Canadian Sub-limit | Debt Instrument Adjusted Term CORRA | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.75% | |||||
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 | Base Rate | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 1.25% | |||||
Minimum | Credit Agreement | Revolving credit facility | Debt Instrument Adjusted Term SOFR | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.25% | |||||
Minimum | Credit Agreement | Canadian 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 | Canadian Revolving Credit Facility | Debt Instrument Adjusted Term CORRA | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.50% | |||||
Minimum | Credit Agreement | Canadian Revolving Credit Facility | Canadian Prime Rate | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 1.50% | |||||
Minimum | Credit Agreement | Canadian Sub-limit | Debt Instrument Adjusted Term CORRA | ||||||
Long-Term Debt | ||||||
Interest rate basis (as a percent) | 2.25% |
Senior Notes (Details)
Senior Notes (Details) - Senior Notes [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2024 | May 31, 2017 | |
Long-Term Debt | |||
Senior notes face amount | $ 950 | ||
Senior notes stated interest rate | 5.125% | 5.125% | |
Face amount of senior notes repurchased | $ 140 | ||
Loss on Extinguishment of Debt | $ 0.7 |
Other (Income) Expense, Net (De
Other (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | ||
Change in realized and unrealized losses on investment securities, net | $ 0 | $ 0.1 |
Foreign currency losses | 2 | 0.1 |
Investment and note receivable impairment | 0 | 11 |
Other | (1.5) | (4.1) |
Other (income) expense, net | 0.5 | 7.1 |
Fair value of investment securities | 0 | |
Investments recorded at cost | $ 26.4 | |
Other than Temporary Impairment | 3.7 | |
Note Receivable Impairment | $ 7.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Significant Change In Legal And Regulatory Proceedings | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation loss | $ (46.2) | $ (36.7) |
Accumulated other comprehensive loss | $ (46.2) | $ (36.7) |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 2 | ||
Segment Information | |||
Operating revenues | $ 416.3 | $ 420.6 | |
Operating expenses | |||
Cost of services (exclusive of depreciation and amortization) | 213.9 | 224.2 | |
Selling, general and administrative | 108.7 | 108 | |
Depreciation and amortization | 24.3 | 23 | |
Total operating expenses | 346.9 | 355.2 | |
Operating profit (loss) | 69.4 | 65.4 | |
Interest expense | 39.7 | 38.3 | |
Other (income) expense, net | 0.5 | 7.1 | |
Intercompany expense (income) | 0 | 0 | |
Income (loss) from continuing operations before income taxes | 29.2 | 20 | |
Income taxes | 10.7 | 7.3 | |
Income from continuing operations | 18.5 | 12.7 | |
Total assets | 4,818.4 | 5,147.9 | $ 4,726.3 |
Operating Segments | Marketplace | |||
Segment Information | |||
Operating revenues | 318.3 | 321 | |
Operating expenses | |||
Cost of services (exclusive of depreciation and amortization) | 197.1 | 207.8 | |
Selling, general and administrative | 94.8 | 95.6 | |
Depreciation and amortization | 21.6 | 21.2 | |
Total operating expenses | 313.5 | 324.6 | |
Operating profit (loss) | 4.8 | (3.6) | |
Interest expense | 7.1 | 8 | |
Other (income) expense, net | 0.5 | 7 | |
Intercompany expense (income) | 9.9 | 6.4 | |
Income (loss) from continuing operations before income taxes | (12.7) | (25) | |
Income taxes | 0.2 | (3.9) | |
Income from continuing operations | (12.9) | (21.1) | |
Total assets | 2,159.3 | 2,376.5 | |
Operating Segments | Finance | |||
Segment Information | |||
Operating revenues | 98 | 99.6 | |
Operating expenses | |||
Cost of services (exclusive of depreciation and amortization) | 16.8 | 16.4 | |
Selling, general and administrative | 13.9 | 12.4 | |
Depreciation and amortization | 2.7 | 1.8 | |
Total operating expenses | 33.4 | 30.6 | |
Operating profit (loss) | 64.6 | 69 | |
Interest expense | 32.6 | 30.3 | |
Other (income) expense, net | 0 | 0.1 | |
Intercompany expense (income) | (9.9) | (6.4) | |
Income (loss) from continuing operations before income taxes | 41.9 | 45 | |
Income taxes | 10.5 | 11.2 | |
Income from continuing operations | 31.4 | 33.8 | |
Total assets | $ 2,659.1 | $ 2,771.4 |
Segment Information (Details 2)
Segment Information (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Geographic Information | ||
Operating revenues | $ 416.3 | $ 420.6 |
U.S. | ||
Geographic Information | ||
Operating revenues | $ 258.5 | $ 272.2 |
Foreign | ||
Geographic Information | ||
Percent of foreign revenue from Canada | 54% | 60% |
Operating revenues | $ 157.8 | $ 148.4 |