OPENLANE, Inc. - Annual Report: 2019 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2019
OR
Commission File Number: 001-34568
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 20-8744739 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
11299 N. Illinois Street, Carmel, Indiana 46032
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (800) 923-3725
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | KAR | New York Stock Exchange | ||
Securities registered pursuant to Section 12(g) of the Act: None
_______________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by stockholders who were not affiliates (as defined by regulations of the Securities and Exchange Commission) of the registrant was $3,316,074,150 at June 30, 2019.
As of February 14, 2020, 128,863,820 shares of the registrant's common stock, par value $0.01 per share, were outstanding.
Documents Incorporated by Reference
Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference herein from the registrant's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the registrant's fiscal year ended December 31, 2019.
Index
Page | ||
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DEFINED TERMS
Unless otherwise indicated or unless the context otherwise requires, the following terms used in this Annual Report on Form 10-K have the following meanings:
• | "we," "us," "our," "KAR" and "the Company" refer, collectively, to KAR Auction Services, Inc. and all of its subsidiaries; |
• | "ADESA" or "ADESA Auctions" refer, collectively, to ADESA, Inc., a wholly-owned subsidiary of KAR Auction Services, and ADESA, Inc.'s subsidiaries, including Openlane, Inc. (together with Openlane, Inc.'s subsidiaries, "Openlane"), Nth Gen Software Inc. ("TradeRev"), 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.; |
• | "Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014, as amended on March 9, 2016, May 31, 2017 and September 19, 2019, among KAR Auction Services, 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 of the notes to the consolidated financial statements; |
• | "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 outstanding at December 31, 2019); |
• | "Term Loan B-2" refers to the senior secured term loan B-2 facility, the terms of which are set forth in the Credit Agreement; |
• | "Term Loan B-3" refers to the senior secured term loan B-3 facility, the terms of which are set forth in the Credit Agreement; |
• | "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; |
• | "2016 Revolving Credit Facility" refers to the $300 million, senior secured revolving credit 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, the terms of which are set forth in the Credit Agreement. |
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PART I
Item 1. Business
Overview
We are a leading provider of used vehicle auctions and related vehicle remarketing services in North America and Europe. We leverage technology to facilitate an efficient marketplace by providing auction services for sellers of used, or "whole car," vehicles through our 74 North American physical auction locations at December 31, 2019, and multiple proprietary Internet venues. In 2019, we facilitated the sale of approximately 3.8 million used vehicles. Our revenues are generated through auction fees from both vehicle buyers and sellers, as well as by providing value-added ancillary services, including transportation, reconditioning, inspections, marshalling, titling, collateral recovery services and floorplan financing. We facilitate the transfer of ownership directly from seller to buyer and generally we do not take title to or ownership of vehicles sold through our auctions.
Our end-to-end platform serves the remarketing needs of OEMs, dealers, fleet operators, rental companies and financial institutions. We are an auction company that provides advanced and integrated mobile, digital and physical auction marketplaces. We are a technology company that delivers next generation tools to accelerate and simplify remarketing. And we are an analytics company that leverages data to inform and empower our customers with clear, actionable insights.
ADESA, our whole car auction services business, is the second largest provider of used vehicle auction services in North America. Vehicles at ADESA's auctions are typically sold by used vehicle dealers, vehicle manufacturers and their captive finance companies, financial institutions, commercial fleet operators and rental car companies to franchised and independent used vehicle dealers. Through ADESA.com, powered by Openlane technology, ADESA provides a comprehensive remarketing solution to automobile manufacturers, captive finance companies, lease and daily rental car companies, financial institutions and wholesale automobile auctions. An important component of ADESA's services to it's buyers is providing short-term inventory-secured financing, known as floorplan financing, primarily to independent used vehicle dealers through our wholly-owned subsidiary, AFC, which has 121 locations throughout North America.
At December 31, 2019, we had a North American network of 74 whole car auction locations; in addition, we offer online auctions for whole car vehicles. ADESA also includes 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. We believe our extensive geographic network and diverse product offerings enable us to leverage relationships with providers and buyers of used vehicles.
Our Corporate History
KAR Auction Services, Inc., doing business as KAR Global, was incorporated in 2006 and commenced operations in 2007. In 2009, we changed our name from KAR Holdings, Inc. to KAR Auction Services, Inc. ADESA entered the vehicle remarketing industry in 1989 and first became a public company in 1992. In 1994, ADESA acquired AFC. ADESA remained a public company until 1995 when ALLETE, Inc. purchased a majority of its outstanding equity interests. In 2004, ALLETE, Inc. sold 20% of ADESA to the public and then spun off their remaining 80% interest to shareholders. ADESA was acquired by the Company in 2007. IAA entered the vehicle salvage business in 1982, and first became a public company in 1991. After growing through a series of acquisitions, IAA was acquired by private equity in 2005. The private equity investors and certain members of IAA management contributed IAA to KAR Auction Services in 2007. In a series of transactions between 2012 and 2013, our former owners (private equity investors) sold all of their common stock in secondary offerings. In 2019, IAA was separated from KAR Auction Services through a tax-free spin-off and now operates as a separate entity (NYSE: IAA).
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Our Industry
Auctions are the hub of the remarketing system for used vehicles, bringing professional sellers and buyers together and creating a marketplace for the sale of these vehicles. Whole car auction vehicles include vehicles from dealers turning their inventory, off-lease vehicles, vehicles repossessed by financial institutions and rental and other program fleet vehicles that have reached a predetermined age or mileage. The following are key industry highlights:
Whole Car Auction Industry Volumes
Whole car auction volumes in North America, including online only volumes and mobile application volumes, were approximately 11.5 million in 2018. Data for the whole car auction industry is collected by the National Auto Auction Association ("NAAA") through an annual survey. NAAA industry volumes for 2019 have not yet been released. The NAAA industry volumes collected by the annual survey do not include online only volumes or mobile application volumes (e.g. Openlane and TradeRev), but we have included these volumes in our totals. We estimate that used vehicle auction volumes in North America in 2019 were approximately 12 million vehicles, including online only volumes and mobile application volumes.
Consolidated Whole Car Market
The North American used vehicle auction market is largely consolidated. We estimate that Manheim, a subsidiary of Cox Enterprises, Inc. and ADESA together represent approximately 70% of the North American whole car auction market. We estimate that ADESA represents approximately 30% of the North American whole car auction market.
Floorplan Financing
An important component of the whole car auction industry is providing short-term inventory-secured financing, known as floorplan financing. By providing buyers (primarily independent used vehicle dealers) access to capital, the independent used vehicle dealers are able to place inventory on their lots. AFC and its competitors play a significant role in the whole car auction industry by providing liquidity in the auction lanes.
Our Business Strategy
The Company has a comprehensive strategy that leverages KAR’s unique collection of assets, proven track record with commercial sellers, extensive North American physical footprint, global network of customers and unique set of transaction data. The Company’s strategy for the future builds on this base, and we believe it will enable the Company to meet new opportunities emerging in the automotive remarketing industry, which is being impacted by several meaningful trends, including:
• | Remarketing channels and systems that are increasingly becoming more interconnected; |
• | An increase in customer demand and dependency on data in buying and selling decisions; and |
• | Rapidly advancing technology with opportunity for application in the remarketing industry. |
KAR is focused on expanding our end-to-end remarketing platform across the used vehicle industry through innovation, data science and a strategic physical footprint. We have invested in technology and talent and deployed a suite of complementary online, digital and mobile capabilities that we believe will simplify and streamline the buying and selling experience for our customers. Additionally, we believe our unique, integrated platform of whole car and finance solutions deliver differentiated value to customers across North America, and positions the Company for further growth around the globe. To execute our strategy of providing the best remarketing venue and analytical evidence for every vehicle, while generating value for our shareholders and customers, we intend to focus on the following strategic initiatives:
• | Digital |
• | Data and analytics |
• | International |
• | Mobility |
• | Seamless integration of all of our businesses |
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Digital
The Company continues to identify innovative venues for the exchange of used vehicles through internal development, targeted partnerships and acquisitions. For example, in 2017 we acquired the remaining interest in TradeRev, a mobile auction app and desktop solution that facilitates real time dealer-to-dealer vehicle auctions. In the fourth quarter of 2019, we combined the dealer consignment sales efforts of TradeRev and ADESA to help accelerate the growth of our dealer consignment volumes in the United States. The goal is to have one dealer consignment sales representative calling on each dealership and introducing all of our dealer consignment capabilities, whether digital or physical. This strategy is focused on growing total dealer consignment volume.
We are also focused on enhancing our Internet solutions in all of the key channels in which we operate, and we will continue to invest in technology platforms in order to capitalize on new opportunities and attract new customers. KAR is continuously investing in initiatives to upgrade our platforms. Online vehicle remarketing solutions provide the opportunity to improve the customer experience, expand our volume of transactions and potentially increase proceeds for sellers through greater buyer participation at auctions. Online buying activity continues to accelerate and represents an increasing portion of wholesale transactions across the industry. Online sales volume for ADESA represented approximately 58% of the total vehicles sold in 2019. Providing consistent, accurate and user-friendly online solutions remains a strategic priority. Advancing our online solutions allows us to connect more effectively with our current customers and engage with a broader range of geographically diverse customers. We will continue to make investments in our online technology to enhance the selling and buying experience for our customers. These investments involve creating a more streamlined user experience and embedding additional Company capabilities and offerings within our online tools.
Data and Analytics
The Company has observed increased demand from commercial customers (e.g., OEMs, insurance companies, finance companies, rental companies, large dealer groups, etc.) for more sophisticated, data-driven, end-to-end remarketing solutions. Specifically, customers are seeking tools, technology and information that simplify the auction process and help them make more efficient and better-informed buying and selling decisions. As a result, the Company continues to invest in both its data analytics capabilities and leadership. The Company aggregates its broad and unique data set captured through millions of auction transactions and ancillary and related services performed each year. As customer expectations and dependence on data continue to increase and evolve, the Company will further develop its data analytic capabilities.
In 2017, the Company acquired DRIVIN. DRIVIN aggregates automotive retail, pricing, registration and other market and economic data from a variety of public and proprietary sources. The insights generated from that data are deployed through predictive pricing, inventory management and vehicle matching tools that help customers buy, sell and source vehicles. The acquisition of DRIVIN and the combination of our analytic capabilities under the Data as a Service function help maximize value through data science. In 2019, an artificial-intelligence-based recommendation engine was introduced on the ADESA.com marketplace to show dealers which used cars are likely to sell fastest and generate the highest profit margins. We will continue to look for ways to link our data to our customers' decision making.
International
We have experience managing a global buyer base with relationships in over 80 countries. In addition, some of our recent acquisitions and ADESA U.K. have provided an initial foothold in Europe. In January 2019, we completed the acquisition of Belgium-based CarsOnTheWeb. The addition of CarsOnTheWeb, now known as ADESA Europe, places the Company in the major automotive marketplaces across Europe. Most of our international operations consist of online only auctions. We believe we are well positioned to grow internationally and we continue to identify opportunities to expand certain of our service offerings globally. We expect that our ability to efficiently layer in our product and technology licensing will allow us to enter other mature auction markets.
Mobility
With the increased use of vehicle sharing and the prospect of autonomous vehicles, we will look to identify opportunities to integrate our portfolio of service offerings with this emerging market segment. In February 2018, we acquired STRATIM Systems Inc., a mobility and fleet management software company that uses data analytics to help fleet owners manage, maintain and service their fleets.
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Seamless Integration of All of Our Businesses
We believe that the Company’s collection of 74 whole car auction sites, along with their online counterparts, makes us uniquely qualified to provide the best set of remarketing marketplaces for our customers. Additionally, these venues provide the opportunity to anchor further expansion and growth of the catalog of integrated ancillary and related services offered by the Company. We also believe that providing a more unified customer experience is essential to growth. We are working to integrate all of our businesses by developing seamless access to all of our platforms that provides a more efficient and consistent experience to our customers.
Our Business Segments
We operate as two reportable business segments: ADESA Auctions and AFC. Our revenues for the year ended December 31, 2019 were distributed as follows: ADESA 87% and AFC 13%.
ADESA
Overview
We are the second largest provider of whole car auctions and related services to the vehicle remarketing industry in North America. We serve our customer base through online auctions and auction facilities that are developed and strategically located to draw professional sellers and buyers together and allow the buyers to inspect and compare vehicles remotely via ADESA.com or in person. Our online service offerings include ADESA.com, ADESA Simulcast, DealerBlock and TradeRev and allow us to offer vehicles for sale from any location. ADESA also includes 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.
Vehicles available at our auctions include vehicles from institutional customers such as off-lease vehicles, repossessed vehicles, rental vehicles and other program fleet vehicles that have reached a predetermined age or mileage and have been repurchased by the manufacturers, as well as vehicles from used vehicle dealers turning their inventory. The number of vehicles offered for sale at auction is the key driver of our costs incurred in the whole car auction process, and the number of vehicles sold is the key driver of the related fees generated by the remarketing process.
We offer both online and physical auctions as well as value-enhancing ancillary services in an effective and efficient manner to maximize returns for the sellers of used vehicles. We quickly transfer the vehicles and ownership to the buyer and the net funds to the seller. Vehicles are typically offered for sale at the physical auctions on at least a weekly basis at most locations and the auctions are simulcast over the Internet with streaming audio and video (ADESA Simulcast) so that remote bidders can participate via our online products. Our online auctions (DealerBlock) function 24 hours a day, 7 days a week, providing our customers with maximum exposure for their vehicles and the flexibility to offer vehicles at "buy now" prices or in auctions that last for a few hours, days or even weeks. We also provide customized "private label" selling systems (including "buy now" functionality as well as online auctions) for our customers.
We generate revenue from auction fees paid by vehicle buyers and sellers, as well as fees from related services. Generally, we do not take title to or bear the risk of loss for vehicles sold at whole car auctions. 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. We add buyer fees to the gross sales price paid by buyers for each vehicle, and generally customers do not receive title or possession of vehicles after purchase until payment is received, proof of floorplan financing is provided or credit is approved. We generally deduct seller fees and other ancillary service fees to sellers from the gross sales price of each vehicle before remitting the net amount to the seller. ADESA also sells vehicles that have been purchased, which represent less than 5% of total vehicles sold.
Customers
Suppliers of vehicles to our whole car auctions primarily include (i) large institutions, such as vehicle manufacturers and their captive finance subsidiaries, vehicle rental companies, financial institutions, and commercial fleets and fleet management companies (collectively "institutional customers"); and (ii) franchised and independent used vehicle dealers (collectively "dealer customers"). Buyers of vehicles at our whole car auctions primarily include franchised and independent used vehicle dealers.
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Services
Our whole car auctions also provide a full range of innovative and value-added services to sellers and buyers that enable us to serve as a "one-stop shop." Many of these services may be provided or purchased independently from the auction process, including:
Services | Description | |
Auction Related Services | ADESA provides marketing and advertising for the vehicles to be auctioned, dealer registration, storage of consigned inventory, clearing of funds, arbitration of disputes, auction vehicle registration, condition report processing, photo services, post-sale inspections, security for consigned inventory, title processing, sales results reports, pre-sale lineups and auctioning of vehicles by licensed auctioneers. | |
Transportation Services | We provide both inbound (pickup) and outbound (delivery) transportation services utilizing our own equipment and personnel as well as licensed and insured third party carriers. Through our subsidiary, CarsArrive and its Internet-based system which provides automated vehicle shipping services, customers can instantly review price quotes and delivery times, and vehicle transporters can check available loads and also receive instant notification of available shipments. The same system is utilized at our whole car auction locations; however, CarsArrive also arranges transportation for non-auction vehicles. | |
Reconditioning Services | Our auctions provide detailing, body work, paintless dent repair ("PDR"), light mechanical work, glass repair, tire and key replacement and upholstery repair. Key replacement services are primarily provided by our subsidiary, HTL. | |
Inspection Services Provided by AutoVIN | AutoVIN provides vehicle condition reporting, inventory verification auditing, program compliance auditing and facility inspections. Field managers are equipped with handheld computers and digital cameras to record all inspection and audit data on-site. The same technology is utilized at our whole car auction locations and we believe that the expanded utilization of comprehensive vehicle condition reports with pictures facilitates dealers sourcing vehicles via the Internet. | |
Title and Repossession Administration and Remarketing Services | PAR provides end-to-end management of the remarketing process including titling, repossession administration, inventory management, auction selection, pricing and representation of the vehicles at auction for those customers seeking to outsource all or just a portion of their remarketing needs. Recovery Database Network, Inc. ("RDN") is a specialized provider of B2B software and data solutions for automotive lenders and repossession companies. Clearplan is closely integrated with RDN, providing users with convenient data-flows and access to its recovery management platform. | |
Vehicle Research Services Provided by Autoniq | Autoniq provides dealers real-time vehicle information such as pricing, history reports and market guides. Its mobile app allows used car dealers to scan VINs on mobile devices, view auction run lists and access vehicle history reports and market value reports instantly. Autoniq offers access to valued resources such as CARFAX and AutoCheck, as well as Black Book Daily, NADA guides, Kelley Blue Book and Galves pricing guide information. It also includes a comprehensive wholesale and retail market report for all markets in the United States. | |
KAR Analytical Services | KAR Analytical Services provides value-added market analysis to our customers and the media. These services include access to publications and custom analysis of wholesale market trends for KAR's customers, including peer group and market benchmarking studies, analysis of the benefits of reconditioning, site selection for optimized remarketing of vehicles, portfolio analysis of auction sales and computer-generated mapping and buyer analysis. | |
Data as a Service | Our Data as a Service team aggregates automotive retail, pricing, registration and other market and economic data from a variety of public and proprietary sources. The insights generated from that data are deployed through predictive pricing, inventory management and vehicle matching tools that help customers buy, sell and source vehicles. | |
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Sales and Marketing
Our sales and marketing approach at ADESA is to develop strong relationships and interactive dialogue with our customers. We have relationship managers for the various institutional customers, including vehicle manufacturers, fleet companies, rental car companies, finance companies and others. These relationship managers focus on current trends and customer needs for their respective customers in order to better coordinate our sales effort and service offerings.
Managers of individual auction locations are ultimately responsible for providing services to the institutional customers whose vehicles are directed to the auctions by the corporate sales team. Developing and servicing the largest possible population of buying dealers for the vehicles consigned for sale at each auction is integral to maximizing value for our vehicle suppliers.
We have local sales representatives who have experience in the used vehicle business and an intimate knowledge of local markets. These local representatives focus on the dealer segment and are complemented by a centralized team of inventory consultants matching buyers and inventory. Both the local sales representatives and the inventory consultants are managed by a corporate-level team focused on developing and implementing standard best practices and expanding relationships with major dealer groups. We believe this combination of a centralized structure with decentralized resources enhances relationships with the dealer community and may further increase dealer consignment business at our auctions.
Through our ADESA Analytical Services department, we also provide market analysis to our customers, as they use analytical techniques in making their remarketing decisions.
Online Solutions
Our current online solutions include:
ADESA Technology | Description | |
ADESA.com and ADESA DealerBlock® | This platform provides for either real-time or "bulletin-board" online auctions of consigned inventory at physical auction locations and is powered by Openlane technology. We also utilize this platform to provide certain selling capabilities for our consignors that facilitate the sale of vehicles prior to their arrival at a physical auction site. Auctions can be either closed (restricted to certain eligible dealers) or open (available to all eligible dealers) and inventory feeds of vehicles are automated with many customers' systems as well as third party providers that are integrated with various dealer management systems. Oftentimes, the vehicles offered for sale prior to their arrival at a physical auction site are "private-labeled" for the consignors. | |
ADESA Simulcast® | Our live auction Internet bidding solution, ADESA Simulcast®, operates in concert with our physical auctions and provides registered buyers with the opportunity to participate in live auctions. Potential buyers bid online in real time along with the live local bidders and other Internet bidders via a simple, web-based interface. ADESA Simulcast® provides real-time streaming audio and video from the live auction and still images of vehicles and other data. Buyers inspect and evaluate the vehicle and listen to the live call of the auctioneer while viewing the physical auction that is underway. | |
TradeRev | This mobile app mimics the physical auction setting, enabling dealers to launch and participate in live, real-time auctions directly from their smartphone, tablet or desktop. TradeRev gives dealers the ability to start an auction any time of day and users can complete the entire transaction within the app, including optional inspection, title and arbitration services, instant live bids at appraisal, floorplan financing and transportation. | |
ADESA Run List® | Provides a summary of consigned vehicles offered for auction sale, allowing dealers to preview inventory and vehicle condition reports prior to an auction event. | |
ADESA Market Guide® | Provides wholesale auction prices, auction sales results, market data and vehicle condition information. | |
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Competition
In the North American whole car auction industry, we compete with Manheim, a subsidiary of Cox Enterprises, Inc., OVE.com (Manheim's "Online Vehicle Exchange"), RMS Automotive (a subsidiary of Cox Enterprises, Inc.), SmartAuction (a subsidiary of Ally Bank), as well as several smaller chains of auctions, independent auctions and a number of digital auction platforms. In the United States, competition is strongest with Manheim for the supply of used vehicles from national institutional customers. In Canada, we are the largest provider of whole car vehicle auction services. The supply of vehicles from dealers is dispersed among all of the auctions in the used vehicle market.
The whole car auction industry is highly fragmented in Europe where we compete primarily with British Car Auctions and Manheim. There are also a number of small independent auction operations throughout Europe.
In the dealer-to-dealer auction market, our mobile application, TradeRev, currently competes with ACV Auctions, BacklotCars, EBlock, Manheim Express, CarWave, TradeHelper and others.
Due to the increased viability of the Internet as a marketing and distribution channel, new competition has arisen from Internet-based companies and our own customers who have historically remarketed vehicles through various channels, including auctions. Direct sales of vehicles by institutional customers and large dealer groups through internally developed or third-party online platforms have largely replaced telephonic and other non-auction methods, becoming a significant portion of overall used vehicle remarketing. The extent of use of direct, online systems varies by customer. In addition, we and some of our competitors offer online auctions in connection with physical auctions, and other online companies now include used vehicles among the products offered at their auctions.
AFC
Overview
We are a leading provider of floorplan financing to independent used vehicle dealers. We provide short-term inventory-secured financing, known as floorplan financing, to independent used vehicle dealers through branches throughout North America. In 2019, AFC serviced approximately 1.8 million loan transactions, which includes both loans paid off and loans extended, or curtailed. We sell the majority of our U.S. dollar-denominated finance receivables without recourse to a wholly-owned bankruptcy remote special purpose entity, which sells an undivided participation interest in such finance receivables to a group of bank purchasers on a revolving basis. We also securitize the majority of our Canadian dollar denominated finance receivables through a separate third-party facility. We generate a significant portion of our revenues from fees. These fees include origination, floorplan, curtailment and other related program fees. When the loan is extended or paid in full, AFC collects all accrued fees and interest.
Preferred Warranties, Inc. is a vehicle service contract business. We receive advance payments for the vehicle service contracts and unearned revenue is deferred and recognized over the terms of the contracts, which range from 3 months to 7 years, on an individual contract basis. The average term of these contracts originated in 2019 was approximately 1.7 years. We currently purchase program insurance which provides for satisfaction of certain of the Company's vehicle service contracts related liabilities in the event the Company is unable to perform under the terms of specific vehicle service contracts covered by program insurance.
Customers and Locations
Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles from our auctions, other auctions and non-auction purchases. In 2019, approximately 84% of the vehicles floorplanned by AFC were vehicles purchased by dealers at any auction. Our ability to provide floorplan financing facilitates the growth of vehicle sales at auction. As of December 31, 2019, we serviced auctions through 121 locations which are conveniently located at or within close proximity of auctions held by ADESA and other auctions, which allows dealers to reduce transaction time by providing immediate payment for vehicles purchased at auction. We provide availability lists on behalf of our customers to auction representatives regarding the financing capacity of our customers, thereby increasing the purchasing potential at auctions. In addition, we have the ability to send finance representatives on-site to most approved independent auctions during auction sale-days, as well as maintaining a presence at the ADESA auctions. Geographic proximity to the customers gives our employees the ability to stay in close contact with outstanding accounts, thereby better enabling them to manage credit risk.
As of December 31, 2019, AFC had approximately 12,900 active dealers with an average line of credit of approximately $270,000 and no one dealer representing greater than 1.6% of our portfolio. An average of approximately 16 vehicles per active dealer were floorplanned with an approximate average value outstanding of $10,000 per vehicle as of December 31, 2019.
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Sales and Marketing
AFC approaches and seeks to expand its share of the independent dealer floorplan market through a number of methods and channels. We target and solicit new dealers through both direct sales efforts at the dealer's place of business as well as auction-based sales and customer service representatives, who service our dealers at auctions where they replenish and rotate vehicle inventory. These largely local efforts are handled by branch managers, branch personnel and dealer sales managers. AFC's corporate-level team and Business Development Center provide sales and marketing support to AFC field personnel by helping to identify target dealers and coordinating promotional activity with auctions and other vehicle supply sources.
Credit
Our procedures and proprietary computer-based system enable us to manage our credit risk by tracking each vehicle from origination to payoff, while expediting services through our branch network. Typically, we assess a floorplan fee at the inception of a loan and we collect all accrued fees and interest when the loan is extended or repaid in full. In addition, AFC generally holds the title or other evidence of ownership to all vehicles which are floorplanned. Typical loan terms are 30 to 90 days, each with a possible loan extension. For an additional fee, this loan extension allows the dealer to extend the duration of the loan beyond the original term for another 30 to 90 days if the dealer makes payment towards principal and pays accrued fees and interest.
The extension of a credit line to a dealer starts with the underwriting process. Credit lines up to $600,000 are extended using a proprietary scoring model developed internally by AFC. Credit lines in excess of $600,000 may be extended using underwriting guidelines which generally require dealership and personal financial statements, monthly bank statement, sales reports and tax returns. The underwriting of each line of credit requires an analysis, write-up and recommendation by the credit department and, in case of credit lines in excess of $600,000, final review by a credit committee.
Collateral Management
Collateral management is an integral part of daily operations at each AFC branch and our corporate headquarters. AFC's proprietary computer-based system facilitates this daily collateral management by providing real-time access to dealer information and enables branch and corporate personnel to assess and manage potential collection issues. Restrictions are automatically placed on customer accounts in the event of a delinquency, payments by dealers from bank accounts with insufficient funds or poor audit results. Branch personnel are proactive in managing collateral by monitoring loans and notifying dealers that payments are coming due. In addition, approximately 70,000 routine audits, or lot checks, are performed annually on the dealers' lots through our AutoVIN subsidiary. Poor results from lot checks typically require branch personnel to take actions to determine the status of missing collateral, including visiting the dealer personally, verifying units held off-site and collecting payments for units sold. Audits also identify troubled accounts, triggering the involvement of AFC's collections department.
AFC operates two divisions which are organized into thirteen regions in North America. Each division and region is monitored by managers who oversee daily operations. At the corporate level, AFC employs full-time collection specialists and collection attorneys who are assigned to specific regions and monitor collection activity for these areas. Collection specialists work closely with the branches to track trends before an account becomes a troubled account and to determine, together with collection attorneys, the best strategy to secure the collateral once a troubled account is identified.
Securitization
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. AFC's securitization facility has been in place since 1996. AFC Funding Corporation had a committed facility of $1.70 billion from a third-party facility for U.S. finance receivables at December 31, 2019. The agreement expires on January 28, 2022.
We also have an agreement in place for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables. This securitization facility provides up to C$175 million in financing for eligible finance receivables through a third-party conduit (separate from the U.S. facility). The agreement expires on January 28, 2022. The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings.
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Competition
AFC primarily provides short-term dealer floorplan financing of wholesale vehicles to independent vehicle dealers in North America. At the national level, AFC's competition includes NextGear Capital, a subsidiary of Cox Enterprises, Inc., other specialty lenders, banks and financial institutions. At the local level, AFC faces competition from banks, credit unions and independent auctions who may offer floorplan financing to local auction customers. Such entities typically service only one or a small number of auctions.
Some of our industry competitors who operate whole car auctions on a national scale may endeavor to capture a larger portion of the floorplan financing market. AFC competes primarily on the basis of quality of service, convenience of payment, scope of services offered and historical and consistent commitment to the sector. Our long-term relationships with customers have been established over time and act as a competitive strength for us.
Seasonality
The volume of vehicles sold through our auctions generally fluctuates from quarter to quarter. This seasonality is caused by several factors including weather, the timing of used vehicles available for sale from selling customers, holidays, and the seasonality of the retail market for used vehicles, which affects the demand side of the auction industry. Used vehicle auction volumes tend to decline during prolonged periods of winter weather conditions. As a result, revenues and operating expenses related to volume will fluctuate accordingly on a quarterly basis. The fourth calendar quarter typically experiences lower used vehicle auction volume as well as additional costs associated with the holidays and winter weather.
Vehicle and Lending Regulation
Our operations are subject to regulation, supervision and licensing under various federal, state, provincial and local authorities, agencies, statutes and ordinances, which, among other things, require us to obtain and maintain certain licenses, permits and qualifications, provide certain disclosures and notices and limit interest rates, fees and other charges. Some examples of the regulations and laws that impact our company are included in Item 1A "Risk Factors" under the risk: "We are subject to extensive governmental regulations, including vehicle brokerage and auction laws and currency reporting obligations. Our business is subject to risks related to litigation and regulatory actions."
Environmental Regulation
Our operations are subject to various foreign, federal, state and local environmental, health and safety laws and regulations, including those governing the emission or discharge of pollutants into the air or water, the generation, treatment, storage and release of hazardous materials and wastes and the investigation and remediation of contamination. Our failure to comply with current or future environmental, health or safety laws or to obtain and comply with permits required under such laws, could subject us to significant liability or require costly investigative, remedial or corrective actions.
In the used vehicle remarketing industry, large numbers of vehicles are stored and/or refurbished at auction facilities and during that time minor releases of fuel, motor oil and other materials may occur. We have investigated or remediated, or are currently investigating or remediating, contamination resulting from various sources, including gasoline, fuel additives (such as methyl tertiary butyl ether, or MTBE), motor oil, petroleum products and other hazardous materials released from aboveground or underground storage tanks or in connection with current or former operations conducted at our facilities. We have incurred, and may in the future incur, expenditures relating to releases of hazardous materials, investigative, remedial or corrective actions, claims by third parties and other environmental issues, and such expenditures, individually or in the aggregate, could be significant.
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 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.
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Employees
At December 31, 2019, we had a total of approximately 15,300 employees, of which approximately 11,200 were located in the U.S. and approximately 4,100 were located in Canada, Mexico, U.K. and Europe. Approximately 74% of our workforce consists of full-time employees. Currently, less than 1% of our total employees participate in collective bargaining agreements.
In addition to the employee workforce, we also utilize temporary labor services to assist in handling the vehicles consigned to us and to provide certain other services. Nearly all of our auctioneers are independent contractors. Some of the services we provide are outsourced to third party providers that perform the services either on-site or off-site. The use of third party providers depends upon the resources available at each auction facility as well as peaks in the volume of vehicles offered at auction.
Available Information
Our web address is www.karglobal.com. Our electronic filings with the Securities and Exchange Commission ("SEC") (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports) are available free of charge on the website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. In addition, our Corporate Governance Guidelines, Code of Conduct and Ethics, Code of Ethics for Principal Executive and Senior Financial Officers and charters of the audit committee, the nominating and corporate governance committee, the risk committee and the compensation committee of our board of directors are available on our website and available in print to any shareholder who requests it. The information posted on our website is not incorporated into this Annual Report.
The SEC maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.
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Item 1A. Risk Factors
Investing in our Company involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this Annual Report on Form 10-K, before deciding to invest in our Company. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, prospects, results of operations and cash flows. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. These risks are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially affect our business, financial condition, results of operations and prospects.
Risks Related to Our Business
If we are not successful in competing with our known competitors, customers and/or disruptive new entrants, then our market position or competitive advantage could be threatened, as well as our business and results of operations.
We face significant competition for the supply of used vehicles, the buyers of those vehicles and the floorplan financing of these vehicles. Our principal sources of competition historically have come from: (1) direct competitors (e.g., Manheim and NextGear Capital), (2) new entrants, including new vehicle remarketing venues and dealer financing services, and (3) existing alternative vehicle remarketing venues. Due to the increasing use of the Internet and other technology as marketing and distribution channels, we also face increasing competition from online wholesale and retail vehicle selling platforms (generally without any meaningful physical presence) and from our own customers when they sell directly to end users through such platforms rather than remarket vehicles through our auctions and other channels. Increased competition could result in price reductions, reduced margins or loss of market share.
Our future success also depends on our ability to respond to evolving industry trends, changes in customer requirements and new technologies. One potentially adverse trend would be a market shift towards the simultaneous listing and selling of vehicles on multiple online sales platforms. Were such a trend to take hold, the vehicle remarketing industry's economics could significantly change. For example, we might need to incur additional costs or otherwise alter our business model to adapt to these changes. In such case, the volume of vehicles supplied to us and our overall revenues and fees per vehicle sold could decrease. Since 2013, many participants in the whole car industry have been discussing the development of a multiple platform bidding system. Any such collaboration may be unsuccessful, unworkable or deemed inadvisable. In such case, we may lose vehicle volume and market share, and our business, revenues and profitability could be negatively impacted.
Some of our competitors may have greater financial and marketing resources than we do, may be able to respond more quickly to evolving industry dynamics and changes in customer requirements, or may be able to devote greater resources to the development, promotion and sale of new or emerging services and technologies. Our ability to successfully grow through investments in the area of emerging opportunities depends on many factors, including advancements in technology, regulatory changes and other factors that are difficult to predict, that may significantly affect the future of electrification, autonomy, and
mobility. If we are unable to compete successfully or to successfully adapt to industry changes, our business, revenues and profitability could be materially adversely affected.
ADESA, through its physical and online wholesale vehicle platforms, currently competes with online wholesale and retail vehicle selling platforms, including OVE.com and RMS Automotive (both affiliated with Cox Enterprises, Inc.), SmartAuction, mobile applications (e.g., ACV Auctions and EBlock) and others. With the exception of OVE.com, these online selling platforms generally do not have any meaningful physical presence and may cause the volume of vehicles sold through our online and physical auctions to decrease. If the number of vehicles sold through our auctions decreases due to these competitors or other industry changes, our revenue and profitability may be negatively impacted. In addition, our long-lived assets could also become subject to impairment.
In the dealer-to-dealer auction market, our mobile application, TradeRev, currently competes with ACV Auctions, BacklotCars, EBlock, Manheim Express, CarWave, TradeHelper and others. The dealer-to-dealer space is experiencing a digital disruption as competitors and new market participants introduce new technologies. If TradeRev is unable to compete and gain market share in the dealer-to-dealer space, our business and revenues may be negatively impacted.
At the national level, AFC's competition includes NextGear Capital, a subsidiary of Cox Enterprises, Inc., other specialty lenders, banks and financial institutions. At the local level, AFC faces competition from banks, credit unions and independent auctions who may offer floorplan financing to local auction customers. Such entities typically service only one or a small number of auctions. Some of our industry competitors who operate whole car auctions on a national scale may endeavor to capture a larger portion of the floorplan financing market. AFC offers its customers competitive rates and fees and competes primarily on the basis of quality of service, convenience of payment, scope of services offered and historical and consistent
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commitment to the sector. If the number of loans originated and serviced decreases due to these competitors, our revenue and profitability may be negatively impacted.
We may not properly leverage or make the appropriate investment in technology advancements, which could result in the loss of any sustainable competitive advantage in products, services and processes.
Our business is dependent on information technology. Robust information technology systems, platforms and products are critical to our operating environment, digital online products and competitive position. Understanding technology innovation is necessary to remain at the forefront of our industry. It is strategically significant that we lead the digital transformation/technology disruption occurring in our industry. We may not be successful in structuring our information technology or developing, acquiring or implementing information systems which are competitive and responsive to the needs of our customers. We might lack sufficient resources to continue to make the significant investments in information technology to compete with our competitors. Certain information technology initiatives that management considers important to our long-term success will require capital investment, have significant risks associated with their execution, and could take several years to implement. We may not be able to develop/implement these initiatives in a cost-effective, timely manner or at all. There can be no assurance that others will not acquire similar or superior technologies sooner than we do or that we will acquire technologies on an exclusive basis or at a significant price advantage. If we do not accurately predict, prepare and respond to new kinds of technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
We may not be successful in the implementation of our business strategy or we may improperly align new strategies with the Company’s vision, which could lead to the misapplication of Company resources.
Our strategy is to provide the best remarketing venue and analytical evidence for every vehicle. To execute our strategy, we are pursuing strategic initiatives that management considers critical to our long-term success, including but not limited to developing alternative marketplaces, expanding fleet mobility relationships, expanding our international footprint, establishing exceptional analytics capabilities, the seamless integration of all of our businesses, leveraging the Company's unique remarketing portfolio and data and growing the Company's buyer base. There are significant risks involved with the execution of these initiatives, including significant business, economic and competitive uncertainties, many of which are outside of our control. Accordingly, we cannot predict whether we will succeed in implementing these strategic initiatives. For example, if we are unsuccessful in continuing to generate significant cash provided by operations (we generated $380.8 million and $438.6 million of cash flow from continuing operations for the years ended December 31, 2019 and 2018, respectively), we may be unable to reinvest in our business, return capital to shareholders or reduce our outstanding indebtedness, which could negatively affect our financial position and results of operations and our ability to execute our other strategies. It could take several years to realize any direct financial benefits from these initiatives, if any direct financial benefits from these initiatives are achieved at all. Additionally, our business strategy may change from time to time, which could delay our ability to implement initiatives that we believe are important to our business.
We may be unable to meet or exceed our customers’ expectations, which could result in poor customer retention and adversely affect our operating results and financial condition.
We believe our future success depends in part on our ability to respond to changes in customer requirements and our ability to meet regulatory requirements for our customers. Our customers include vehicle manufacturers and their captive finance arms, vehicle leasing and rental companies, financial institutions, fleet management companies, franchised and independent used vehicle dealers, automotive wholesalers, insurance companies, non-profit organizations, automotive body shops, rebuilders, exporters and brokers. We work to develop strong relationships and interactive dialogue with our customers to better understand current trends and customer needs. If we are not successful in meeting our customers' expectations, our customer relationships could be negatively affected and result in a loss of future business, which would adversely affect our operating results and financial condition.
ADESA's agreements with its largest institutional suppliers of used vehicles are generally subject to cancellation by either party upon 30 to 90 days' notice. In addition, it is common that institutional suppliers regularly review their relationships with whole car auctions through written requests for proposals. Such suppliers may from time to time require us to make changes to the way we do business as part of the request for proposal process. There can be no assurance that our existing agreements will not be canceled or that we will be able to enter into future agreements with these or other suppliers that disrupt our supplier base on similar terms, or at all, and our ability to grow and sustain profitability could be impaired.
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If we acquire businesses that: are not aligned with the Company’s strategy; lack the proper research and preparation; create unnecessary risks; improperly value and price a target; have poor integration execution; and/or do not achieve the desired outcomes, then our operating results, financial condition and growth prospects could be adversely affected.
Acquisitions are a significant part of our growth strategy and have enabled us to further broaden and diversify our service offerings. Our strategy generally involves acquisitions of companies, products, services and technologies to expand our online, digital and mobile capabilities and the acquisition and integration of additional auction sites and personnel. Acquisition of businesses requires substantial time and attention of management personnel and may also require additional equity or debt financings. Further, integration of newly established or acquired businesses is often disruptive. Since we have acquired or in the future may acquire one or more businesses, there can be no assurance that we will identify appropriate targets, will acquire such businesses on favorable terms, or will be able to successfully integrate such organizations into our business. Because these new ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and they could materially adversely affect our business, financial condition and results of operations. Acquisitions may also have unanticipated tax, legal, regulatory and accounting ramifications, including as a result of recording goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we expect to compete against other auction groups or new industry consolidators for suitable acquisitions. If we are able to consummate acquisitions, such acquisitions could be dilutive to earnings, and we could overpay for such acquisitions.
In pursuing a strategy of acquiring other businesses, we face other risks including, but not limited to:
• | incurring significantly higher capital expenditures, operating expenses and operating losses of the business acquired; |
• | entering new markets with which we are unfamiliar; |
• | incurring potential undiscovered liabilities at acquired businesses; |
• | failing to maintain uniform standards, controls and policies; |
• | incorporating acquired technology and rights into our offerings and unanticipated expenses related to such integration; |
• | impairing relationships with employees and customers as a result of management changes; and |
• | increasing expenses for accounting and computer systems, as well as integration difficulties. |
Acquisitions and other strategies to expand our operations beyond North America subject us to significant risks and uncertainties. As a result, we may not be successful in realizing anticipated synergies or we may experience unanticipated integration expenses. As we continue to explore opportunities to expand our business internationally, we will need to develop policies and procedures to manage our business on a global scale. There can be no assurance that we will identify appropriate international targets, acquire such businesses on favorable terms, or be able to successfully grow and integrate such organizations into our business. Operationally, acquired businesses typically depend on key relationships and our failure to maintain those relationships could have an adverse effect on our operating results and financial condition.
In addition, we anticipate that our non-U.S. based operations will continue to subject us to risks associated with operating on an international basis, including:
• | exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and profitability; |
• | restrictions on our ability to repatriate funds, as well as repatriation of funds currently held in foreign jurisdictions, which may result in higher effective tax rates; |
• | tariffs and trade barriers and other regulatory or contractual limitations on our ability to operate in certain foreign markets; |
• | compliance with the Foreign Corrupt Practices Act; |
• | compliance with various privacy regulations, including the General Data Protection Regulation ("GDPR"); |
• | dealing with unfamiliar regulatory agencies and laws favoring local competitors; |
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• | dealing with political and/or economic instability; |
• | the difficulty of managing and staffing foreign offices, as well as the increased travel, infrastructure, legal and compliance costs associated with international operations; |
• | localizing our product offerings; and |
• | adapting to different business cultures and market structures. |
As we continue to explore opportunities to expand globally, our success will depend on our ability to anticipate and effectively manage these and other risks associated with operating on an international basis. Our failure to manage these risks could have an adverse effect on our operating results and financial condition.
Significant disruptions of information technology systems or breaches of information technology systems, infrastructure and business information could interfere with our operations and could compromise the confidentiality of private customer data, employee data or our proprietary information and adversely affect our business and reputation.
We rely on information technology systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of our business processes and activities. The secure operation of these systems, and the processing and maintenance of the information processed by these systems, is critical to our business operations and strategy. Information technology risks (including the confidentiality, integrity and availability of digital assets) for companies have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error or accidental technological failure. Our customers and other parties in the payments value chain rely on our digital online products as well as other information technologies, computers, software and networks to conduct their operations. In addition, to access our online products and services, our customers increasingly use personal smartphones, tablet PCs and other mobile devices that may be beyond our control.
We are subject to cyber-threats and our information technology has been subject to cyber-attacks and we believe we will continue to be a potential target of such threats and attacks. Continuous cyber-attacks or a sustained attack could lead to service interruptions, malfunctions or other failures in the information technology that supports our businesses and customers (such as the lack of availability of our value-added systems), as well as the operations of our customers or other third parties. Continuous cyber-attacks could also lead to damage to our reputation with our customers and other parties and the market, additional costs (such as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and partners and the loss of customers and business opportunities. If such attacks are not detected in a timely manner, their effect could be compounded.
Despite security measures and business continuity plans, our systems may be vulnerable to damage, disruptions or shutdowns caused by hackers, computer viruses, or breaches due to errors or malfeasance by employees, third parties and others who have access to these systems. If our information technology is compromised, becomes inoperable for extended periods of time or ceases to function properly, we may have to make a significant investment to fix or replace the information technology and our ability to provide many of our electronic and online solutions to our customers may be impaired, which would have a material adverse effect on our consolidated operating results and financial position. In addition, as cyber-threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Any of the risks described above could compromise or result in the loss of the information processed by these systems and proprietary data, disrupt our business, damage our reputation and materially adversely affect our consolidated financial position and results of operations.
In addition, aspects of our operations and business are subject to privacy regulation in the United States and elsewhere, including the California Consumer Privacy Act ("CCPA"). We collect and store sensitive data, including the intellectual property, proprietary business information, proprietary business information of our customers, as well as personally identifiable information of our customers and employees, in data centers and on information technology networks. Many U.S. states have enacted data breach regulations and laws requiring varying levels of consumer notification in the event of a security breach. Increased regulation and enforcement activity throughout the world in the areas of data privacy and data security/breach may materially increase our costs, which could have a material adverse effect on our operating results. Our failure to comply with the privacy and data security/breach laws to which we are subject could also result in fines, sanctions and damage to our reputation and tradenames or the loss of significant customers.
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Decreases in the supply of used vehicles coming to auction may impact auction sales volumes, which may adversely affect our revenues and profitability. In addition, a decrease in the number of used vehicles sold at physical auctions could adversely affect our revenue growth, operating results and financial condition.
The number of new and used vehicles that are leased by consumers affects the supply of vehicles coming to auction in future periods as the leases mature. If manufacturers and other lenders decrease the number of new vehicle lease originations and extend the terms of some of the existing leases, the number of off-lease vehicles available at auction for the industry would decline. If the supply of off-lease vehicles coming to auction declines, our revenues and profitability may be adversely affected.
Volumes of off-lease vehicles in subsequent periods will be affected by total new vehicle sales and the future leasing behavior of manufacturers and lenders; therefore, we may not be able to accurately predict the volume of vehicles coming to auction. The supply of off-lease vehicles coming to auction is also affected by the market value of used vehicles compared to the residual value of those vehicles per the lease terms. In most cases, the lessee and the dealer have the ability to purchase the vehicle at the residual price at the end of the lease term. Generally, as market values of used vehicles rise, the number of vehicles purchased at residual value by the lessees and dealers increases, thus decreasing the number of off-lease vehicles available at auction.
Furthermore, online only auction platforms were utilized for the sale of approximately 42% of vehicles sold in North America by ADESA in 2019, compared with approximately 38% in 2018. If sellers and buyers increase the number of vehicles transacted on online only auction platforms, our revenue per vehicle will likely decline. In connection with online auctions, ADESA offers physical auctions, which allow buyers to physically inspect and compare vehicles. In addition, our cost structure includes a significant fixed cost component, including occupancy costs, that cannot be readily reduced if revenue per vehicle declines. If a shift in the percentage of used vehicles sold on online only auction platforms as compared with used vehicles sold at physical auctions occurs, and we are unable to generate new sources of revenue, our operating results and financial condition could be adversely affected.
Our business and operating results would be adversely affected if we lose one or more significant customers.
Loss of business from, or changes in the consignment patterns of, our key customers could have a material adverse effect on our business and operating results. Generally, institutional and dealer customers make no binding long-term commitments to us regarding consignment volumes. Any such customer could reduce its overall supply of vehicles for our auctions or otherwise seek to materially change the terms of its business relationship with us at any time. Any such change could harm our business and operating results. While no single customer accounted for 10% or more of our consolidated revenues in 2019, the loss of, or material reduction in business from, our key customers could have a material adverse effect on our business and operating results.
If we fail to attract and retain key personnel, or have inadequate succession planning, we may not be able to execute our business strategies and our financial results could be negatively affected.
Our success depends in large part on the performance of our executive management team and other key employees, including key field and information technology personnel. If we lose the services of one or more of our executive officers or key employees, or if one or more of them decides to join a competitor or otherwise compete with us, we may not be able to effectively implement our business strategies, our business could suffer and the value of our common stock could be materially adversely affected. Our auction business is directly impacted by the business relationships our employees have established with customers and suppliers and, as a result, if we lose key personnel, we may have difficulty in retaining and attracting customers, developing new services, negotiating favorable agreements with customers and providing acceptable levels of customer service. Leadership changes will occur from time to time and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel. We do not have nor do we currently expect to obtain key person insurance on any of our executive officers.
Used vehicle prices impact fee revenue per unit and may impact the supply of used vehicles, as well as loan losses at AFC.
The volume of new vehicle production, accuracy of lease residual estimates, interest rate fluctuations, customer demand and changes in regulations, among other things, all potentially affect the pricing of used vehicles. Used vehicle prices may affect the volume of vehicles entered for sale at our auctions and the demand for those used vehicles, the fee revenue per unit, loan losses for our dealer financing business and our ability to retain customers. When used vehicle prices are high, used vehicle dealers may retail more of their trade-in vehicles on their own rather than selling them at auction. In addition, a sustained reduction in used vehicle pricing could result in a potential loss of consignors, an increase in loan losses at AFC and decreased profitability.
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If our facilities lack the capacity to accept additional vehicles, then our relationships with vehicle suppliers could be adversely affected.
We regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and facilities. We may not be able to reach agreements to purchase or lease storage facilities in markets where we have limited excess capacity, and zoning restrictions or difficulties obtaining use permits may limit our ability to expand our capacity through acquisitions of new land. In addition, we may not be able to renew or enter into new leases at commercially reasonable rates. If we fail to have sufficient capacity at one or more of our facilities, our relationships with vehicle suppliers could be adversely affected, which could adversely affect our operating results and financial condition.
Adverse economic conditions may negatively affect our business and results of operations.
Future adverse economic conditions could increase our exposure to several risks, including:
• | Fluctuations in the supply of used vehicles. We are dependent on the supply of used vehicles coming to auction, and our financial performance depends, in part, on conditions in the automotive industry. During the past global economic downturn and credit crisis, there was an erosion of retail demand for new and used vehicles that led many lenders to cut back on originations of new loans and leases and led to significant manufacturing capacity reductions by automakers selling vehicles in the United States and Canada. Capacity reductions could depress the number of vehicles received at auction in the future and could lead to reduced numbers of vehicles from various suppliers, negatively impacting auction volumes. In addition, weak growth in or declining new vehicle sales negatively impacts used vehicle trade-ins to dealers and auction volumes. These factors could adversely affect our revenues and profitability. |
• | Decline in the demand for used vehicles. We may experience a decrease in demand for used vehicles from buyers due to factors including the lack of availability of consumer credit and declines in consumer spending and consumer confidence. Adverse credit conditions also affect the ability of dealers to secure financing to purchase used vehicles at auction, which further negatively affects buyer demand. In addition, a reduction in the number of franchised and independent used car dealers may reduce dealer demand for used vehicles. |
• | Decrease in consumer spending. Consumer purchases of new and used vehicles may be adversely affected by economic conditions such as employment levels, wage and salary levels, trends in consumer confidence and spending, reductions in consumer net worth, interest rates, inflation, the availability of consumer credit and taxation policies. Consumer purchases in general may decline during recessions, periods of prolonged declines in the equity markets or housing markets and periods when disposable income and perceptions of consumer wealth are lower. Changes to U.S. federal tax policy may negatively affect consumer spending. In addition, the increased use of vehicle sharing and alternate methods of transportation, including autonomous vehicles, could lead to a decrease in consumer purchases of new and used vehicles and a decrease in vehicle rentals. To the extent retail and rental car company demand for new and used vehicles decreases, negatively impacting our auction volumes, our results of operations and financial position could be materially and adversely affected. |
• | Volatility in the asset-backed securities market. Volatility and disruption in the asset-backed commercial paper market could lead to a narrowing of interest rate spreads at AFC in certain periods. In addition, any volatility and disruption has affected, and could affect, AFC’s cost of financing related to its securitization facility. |
• | Ability to service and refinance indebtedness. Uncertainty in the financial markets may negatively affect our ability to service our existing debt, access additional financing or to refinance our existing indebtedness on favorable terms or at all. If economic weakness exists, it may affect our cash flow from operations and results of operations, which may affect our ability to service payment obligations on our debt or to comply with our debt covenants. |
• | Increased counterparty credit risk. Any market deterioration could increase the risk of the failure of financial institutions party to our Credit Agreement and other counterparties with which we do business to honor their obligations to us. Our ability to replace any such obligations on the same or similar terms may be limited if challenging credit and general economic conditions exist. |
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Declining values for vehicles purchased could adversely affect our profitability.
ADESA sells consigned vehicles and vehicles that have been purchased (e.g., vehicles purchased through the ADESA Assurance program or by ADESA Europe and others). The number of vehicles purchased by ADESA continues to grow. When a vehicle is purchased and then resold, rather than sold on a consignment basis, we are exposed to inventory risks, including losses from theft, damage and obsolescence. In addition, when vehicles are purchased, we are subject to changes in vehicle values, which could adversely affect our revenue and profitability.
AFC is exposed to credit risk with our dealer borrowers, which could adversely affect our profitability and financial condition.
AFC is subject to credit risk resulting from defaults in payment by our dealer customers on our floorplan loans. Furthermore, a weak economic environment, decreased demand for used vehicles, disruptions in pricing of used vehicle inventory or consumers’ lack of access to financing could exert pressure on our dealer customers resulting in higher delinquencies, bankruptcies, repossessions and credit losses. There can be no assurances that our monitoring of our credit risk as it affects the collectability of these loans and our efforts to mitigate credit risk through appropriate underwriting policies and loss-mitigation strategies are, or will be, sufficient to prevent an adverse impact in our profitability and financial condition.
If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property, and we currently hold issued patents in the United States and Canada. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations. Any of these events could have an adverse effect on our business and financial results.
We may be subject to patent or other intellectual property infringement claims, which could have an impact on our business or operating results due to a disruption in our business operations, the incurrence of significant costs and other factors.
From time to time, we may receive notices from others claiming that we infringed or otherwise violated their patent or intellectual property rights, and the number of these claims could increase in the future. Claims of intellectual property infringement or other intellectual property violations could require us to enter into licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question, which could require us to change business practices and limit our ability to compete effectively. Even if we believe that the claims are without merit, the claims can be time-consuming and costly to defend and may divert management’s attention and resources away from our businesses. If we are required to take any of these actions, it could have an adverse impact on our business and operating results.
Weather-related and other events beyond our control may adversely impact operations.
Extreme weather or other events, such as hurricanes, tornadoes, earthquakes, forest fires, floods, terrorist attacks or war, may adversely affect the overall economic environment, the markets in which we compete, our operations and profitability. These events may impact our physical auction facilities, causing a material increase in costs, or delays or cancellation of auction sales, which could have a material adverse impact on our revenues and profitability. Our failure to meet our customers’ demands in such situations could negatively affect our relationships with such customers and result in a loss of future business, which would adversely affect our operating results and financial condition.
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A portion of our net income is derived from our international operations, primarily Canada, which exposes us to foreign exchange risks that may impact our financial statements. In addition, increases in the value of the U.S. dollar relative to certain foreign currencies may negatively impact foreign buyer participation at our auctions.
Fluctuations between U.S. and foreign currency values may adversely affect our results of operations and financial position, particularly fluctuations with Canadian currency values. In addition, there may be tax inefficiencies in repatriating cash from Canada. Approximately 12% of our revenues were attributable to our Canadian operations for the year ended December 31, 2019. A decrease in the value of the Canadian currency relative to the U.S. dollar would reduce our profits from Canadian operations and the value of the net assets of our Canadian operations when reported in U.S. dollars in our financial statements. This could have a material adverse effect on our business, financial condition or results of operations as reported in U.S. dollars. A 1% decrease in the average Canadian exchange rate for the year ended December 31, 2019 would have impacted net income by approximately $0.3 million.
In addition, fluctuations in exchange rates may make it more difficult to perform period-to-period comparisons of our reported results of operations. For purposes of accounting, the assets and liabilities of our Canadian operations are translated using period-end exchange rates; such translation gains and losses are reported in “Accumulated other comprehensive income/loss” as a component of stockholders’ equity. The revenues and expenses of our Canadian operations are translated using average exchange rates during each period.
Likewise, we have a significant number of non-U.S. based buyers who participate in our auctions. Increases in the value of the U.S. dollar relative to these buyers’ local currencies may reduce the prices they are willing to pay at auction, which may negatively affect our revenues.
Increases in fuel prices may have an adverse effect on our revenues and operating results, as well as our earnings growth rates.
Increases in fuel prices may disproportionately affect the demand for sports cars, luxury vehicles, sport utility and full-sized vehicles which are generally not as fuel-efficient as smaller vehicles. Retail sales are a factor that affects the number of used vehicles sold at auction, wholesale prices of those vehicles and the conversion rates at used vehicle auctions. Additionally, higher fuel costs increase the cost of transportation and towing of vehicles and we may not be able to pass on such higher costs to our customers.
Environmental, health and safety risks could adversely affect our operating results and financial condition.
Our operations are subject to various foreign, federal, state and local environmental, health and safety laws and regulations, including those governing the emission or discharge of pollutants into the air or water, the generation, treatment, storage and release of hazardous materials and wastes and the investigation and remediation of contamination. Our failure to comply with current or future environmental, health or safety laws or to obtain and comply with permits required under such laws, could subject us to significant liability or require costly investigative, remedial or corrective actions.
In the used vehicle remarketing industry, large numbers of vehicles are stored and/or refurbished at auction facilities and during that time minor releases of fuel, motor oil and other materials may occur. We have investigated or remediated, or are currently investigating or remediating, contamination resulting from various sources, including gasoline, fuel additives (such as methyl tertiary butyl ether, or MTBE), motor oil, petroleum products and other hazardous materials released from aboveground or underground storage tanks or in connection with current or former operations conducted at our facilities. We have incurred and may in the future incur expenditures related to releases of hazardous materials, investigative, remedial or corrective actions, claims by third parties and other environmental issues, and such expenditures, individually or in the aggregate, could be significant.
We have a substantial amount of debt, which could impair our financial condition and adversely affect our ability to react to changes in our business.
As of December 31, 2019, our total corporate debt was approximately $1.9 billion, exclusive of liabilities related to our securitization facilities which are not secured by the general assets of KAR, and we had $325.0 million of borrowing capacity under our senior secured credit facilities. In addition, we had related outstanding letters of credit in the aggregate amount of $27.4 million at December 31, 2019, which would reduce the $325.0 million available for borrowings under the credit facilities.
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Our indebtedness could have important consequences including:
• | limiting our ability to borrow additional amounts to fund working capital, capital expenditures, debt service requirements, execution of our business strategy, acquisitions and other purposes; |
• | requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on debt, which would reduce the funds available for other purposes, including funding future expansion; |
• | making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our flexibility in planning for, and making it more difficult to react quickly to, changing conditions; and |
• | exposing us to risks inherent in interest rate fluctuations because the majority of our indebtedness is at variable rates of interest, which could result in higher interest expenses in the event of increases in interest rates. |
In addition, if we are unable to generate sufficient cash from operations to service our debt and meet other cash needs, we may be forced to reduce or delay capital expenditures, suspend or eliminate dividends, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, particularly because of our high levels of debt and the restrictions imposed by the agreement governing our Credit Facility and the indenture governing our senior notes on our ability to incur additional debt and use the proceeds from asset sales. If we must sell certain of our assets, it may negatively affect our ability to generate revenue. The inability to obtain additional financing could have a material adverse effect on our financial condition.
If we cannot make scheduled payments on our debt, we would be in default and, as a result:
• | our debt holders could declare all outstanding principal and interest to be due and payable; |
• | the lenders under our senior secured credit facilities could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and |
• | we could be forced into bankruptcy or liquidation. |
Furthermore, the agreement governing our Credit Facility and the indenture governing our senior notes include, and future debt instruments may include, certain restrictive covenants which could limit our ability to enter into certain transactions in the future and may adversely affect our ability to operate our business.
Future changes to tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations and cash flows.
From time to time legislative proposals at the U.S. Federal, state and international level are made that would, if enacted, make significant changes to the tax laws that apply to the Company, including changes to corporate tax rates, allocation of profits amongst jurisdictions and other changes that reduce or eliminate deductions currently available to us. Such proposed changes in tax laws, if adopted, could adversely affect our business, financial condition, results of operations and cash flows.
Changes in interest rates or market conditions could adversely impact our profitability and business.
Rising interest rates may have the effect of depressing the sales of new and used vehicles because many consumers finance their vehicle purchases and rising auto loan rates increase the cost of purchasing a vehicle. Likewise, when interest rates increase, the subprime borrowing market often tightens, making interest rates even higher for those with lower credit scores. If increased interest rates depress the sales of new and/or used vehicles, then used vehicle trade-ins to dealers and auction volumes could be negatively impacted. These factors could adversely affect ADESA’s revenues and profitability.
In addition, AFC securitizes a majority of its finance receivables on a revolving basis. Volatility and/or market disruption in the asset-backed securities market in the United States or Canada can impact AFC’s cost of financing related to, or its ability to arrange financing on acceptable terms through, its securitization facility, which could negatively affect AFC’s business and our financial condition and operations.
As noted elsewhere, a portion of our indebtedness is at variable rates of interest. As such, increases in interest rates could also result in higher interest expenses for KAR.
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We assume the settlement risk for all vehicles sold through our auctions.
We do not have recourse against sellers for any buyer’s failure to satisfy its payment obligations. Since revenue for most vehicles does not include the gross sales proceeds, failure to collect the receivables in full may result in a net loss up to the gross sales proceeds on a per vehicle basis in addition to any expenses incurred to collect the receivables and to provide the services associated with the vehicle. If we are unable to collect payments on a large number of vehicles, the resulting payment obligations to the seller and decreased fee revenues may have a material adverse effect on our results of operations and financial condition.
We are subject to extensive governmental regulations, including vehicle brokerage and auction laws and currency reporting obligations. Our business is subject to risks related to litigation and regulatory actions.
Our operations are subject to regulation, supervision and licensing under various federal, state, provincial and local authorities, agencies, statutes and ordinances, which, among other things, require us to obtain and maintain certain licenses, permits and qualifications, provide certain disclosures and notices and limit interest rates, fees and other charges. The regulations and laws that impact our company include, without limitation, the following:
• | The acquisition and sale of used, leased, totaled and recovered theft vehicles are regulated by state or other local motor vehicle departments in each of the locations in which we operate. |
• | Some of the transport vehicles used at our auctions are regulated by the U.S. Department of Transportation or similar regulatory agencies in the other countries in which we operate. |
• | AFC is subject to laws in certain states and in Canada which regulate commercial lending activities and interest rates and, in certain jurisdictions, require AFC or one of its subsidiaries to be licensed. |
• | PWI is subject to laws, regulations and insurance licensing requirements in certain states which are applicable to the sale of vehicle service contracts. |
• | We are subject to various local zoning requirements with regard to the location of our auction and storage facilities, which requirements vary from location to location. |
• | We are subject to federal, state and international laws, directives and regulations relating to the collection, use, retention, disclosure, security and transfer of personally identifiable information (e.g., GDPR and CCPA). These laws, directives, regulations and their interpretation and enforcement continue to evolve and may be inconsistent from jurisdiction to jurisdiction. |
• | Certain of the Company's subsidiaries are indirectly subject to the regulations of the Consumer Financial Protection Act of 2010, or the CFPA, due to their vendor relationships with financial institutions. |
• | PAR is subject to laws in certain states which regulate repossession administration activities and, in certain jurisdictions, require PAR to be licensed. |
• | We deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. |
• | In many states and provinces, regulations require that a salvage vehicle be forever “branded” with a salvage notice in order to notify prospective purchasers of the vehicle’s previous salvage status. |
• | Some state, provincial and local regulations limit who can purchase salvage vehicles, as well as determine whether a salvage vehicle can be sold as rebuildable or must be sold for parts or scrap only. |
Changes in law or governmental regulations or interpretations of existing law or regulations could result in increased costs, reduced vehicle prices and decreased profitability for us. In addition, failure to comply with present or future laws and regulations or changes in existing laws or regulations or in their interpretation could have a material adverse effect on our operating results and financial condition.
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We are also subject from time to time to a variety of legal actions relating to our current and past business operations, including litigation relating to employment-related issues, the environment and personal injury claims. There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. In addition, we could incur substantial costs in defending ourselves or in asserting our rights in such actions. The costs and other effects of pending litigation and administrative actions against us cannot be determined with certainty. Although we currently believe that no such proceedings will have a material adverse effect, there can be no assurance that the outcome of such proceedings will be as expected.
We are partially self-insured for certain losses.
We self-insure a portion of employee medical benefits under the terms of our employee health insurance program, as well as a portion of our automobile, general liability and workers’ compensation claims. We record an accrual for the claims expense related to our employee medical benefits, automobile, general liability and workers’ compensation claims based upon the expected amount of all such claims. If actual trends, including the severity of claims and medical cost inflation above expectations were to occur, our self-insured costs would increase, which could have an adverse impact on the operating results in that period.
We depend on the continued and uninterrupted service from our workforce.
Prior to 2018, none of our employees were covered by collective bargaining agreements. In 2018, a group of employees, representing less than 1% of our total employees, ratified a collective bargaining agreement. If a significant number of our employees were to become unionized or collective bargaining agreement terms were to deviate significantly from our current compensation and benefits structure, we could be subject to a substantial increase in labor and benefits expenses that we may be unable to pass through to customers for some period of time, if at all.
We have a material amount of goodwill which, if it becomes impaired, would result in a reduction in our net income.
Goodwill represents the amount by which the cost of an acquisition accounted for using the purchase method exceeds the fair value of the net assets acquired. Current accounting standards require that goodwill no longer be amortized but instead be periodically evaluated for impairment based on the fair value of the reporting unit. A significant percentage of our total assets represents goodwill. Declines in our profitability or the value of comparable companies may impact the fair value of our reporting units, which could result in a write-down of goodwill and a reduction in net income.
New accounting pronouncements or new interpretations of existing standards could require us to make adjustments to accounting policies that could adversely affect the financial statements.
The Financial Accounting Standards Board, or the FASB, the Public Company Accounting Oversight Board, the SEC, and other accounting organizations or governmental entities from time to time issue new pronouncements or new interpretations of existing accounting and auditing standards that require changes to our accounting policies and procedures and could cause us to incur additional costs. To date, we do not believe any new pronouncements or interpretations have had a material adverse effect on our financial condition or results of operations, but future pronouncements or interpretations could require the change of policies or procedures.
If the IAA spin-off does not qualify as a tax-free transaction for U.S. federal income tax purposes, the Company and its stockholders could be subject to substantial tax liabilities.
In connection with the spin-off of IAA, we received a private letter ruling from the Internal Revenue Service (the "IRS Ruling") and an opinion from our tax counsel on the basis of certain facts, representations, covenants and assumptions, substantially to the effect that, for U.S. federal income tax purposes, the distribution of IAA common shares in the spin-off qualified as a transaction that generally is tax-free to us and our stockholders, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The IRS Ruling and the opinion of tax counsel relied on, among other things, various assumptions and representations as to factual matters made by the Company and IAA, which, if inaccurate or incomplete in any material respect, could jeopardize the conclusions reached in the IRS Ruling and opinion. The opinion is not binding on the Internal Revenue Service (the “IRS”), or the courts, and notwithstanding the tax opinion, there can be no assurance that the qualification of the spin-off as a transaction under Sections 368(a)(1)(D) or 355 or other provisions of the Code will not be challenged by the IRS or by others in court, or that any such challenge would not prevail. Notwithstanding the IRS Ruling and the opinion, the IRS could determine on audit that the spin-off should be treated as a taxable transaction if it determines that any of the facts, assumptions, representations or covenants set forth in the tax opinion is not correct or has been violated, or that the spin-off should be taxable for other reasons, including as a
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result of a significant change in stock or asset ownership after the distribution, or if the IRS were to disagree with the conclusions of the tax opinion.
If the spin-off fails to qualify for tax-free treatment, we would, for U.S. federal income tax purposes, be treated as if we had sold the IAA common stock in a taxable sale for its fair market value, and our stockholders would be treated as receiving a taxable distribution in an amount equal to the fair market value of the IAA common stock received in the distribution. In addition, we and/or IAA could incur significant U.S. federal income tax liabilities or tax indemnification obligations, whether under applicable law or a tax matters agreement that we entered into with IAA, if it is ultimately determined that certain related transactions undertaken in anticipation of the spin-off are taxable.
We may be exposed to claims and liabilities as a result of the IAA spin-off, and IAA’s indemnification obligations may not fully protect us.
In connection with the spin-off, IAA agreed to indemnify the Company for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to protect us against the full amount of any liabilities that may arise, or that IAA will be able to fully satisfy its indemnification obligations. The failure to receive amounts for which we are entitled to indemnification could adversely affect our operating results and financial condition.
Risks Related to Ownership of Our Common Stock
The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders and could expose us to securities class action litigation.
You should consider an investment in our common stock to be risky, and you should invest in our common stock only if you can withstand a significant loss and wide fluctuations in the market value of your investment. Many factors could cause the market price of our common stock to rise and fall, including the following:
• | our announcements or our competitors’ announcements regarding new products or services, enhancements, significant contracts, acquisitions or strategic investments; |
• | changes in earnings estimates or recommendations by securities analysts, if any, who cover our common stock; |
• | results of operations that are below our announced guidance or below securities analysts’ or consensus estimates or expectations; |
• | fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in our capital structure, such as future issuances of securities, sales of large blocks of common stock by our stockholders or our incurrence of additional debt; |
• | repurchases of our common stock pursuant to our share repurchase program; |
• | investors’ general perception of us and our industry; |
• | changes in general economic and market conditions; |
• | changes in industry conditions; and |
• | changes in regulatory and other dynamics. |
In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if successfully defended, could be costly to defend and a distraction to management. Likewise, following periods of volatility in the market price of a company's securities, securities class action litigation could be initiated. If such litigation were introduced against us, it could result in substantial costs and a diversion of our attention and resources, which could have a material adverse effect on our business.
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Future offerings of debt or equity securities, which would rank senior to our common stock, may adversely affect the market price of our common stock.
If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.
The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public market.
Future sales by us or by our existing stockholders of substantial amounts of our common stock in the public market, or the perception that these sales may occur, could cause the market price of our common stock to decline. These sales also could impede our ability to raise future capital. Under our amended and restated certificate of incorporation, we are authorized to issue up to 400,000,000 shares of common stock, of which 128,833,452 shares of common stock were outstanding as of December 31, 2019. In addition, pursuant to a registration statement under the Securities Act, we have registered shares of common stock reserved for issuance in respect of stock options and other incentive awards granted to our officers and certain of our employees. If any of these holders cause a large number of securities to be sold in the public market, the sales could reduce the trading price of our common stock. We cannot predict the size of future sales of shares of our common stock or the effect, if any, that future sales, or the perception that such sales may occur, would have on the market price of our common stock.
Provisions in our amended and restated certificate of incorporation and by-laws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation and by-laws contain provisions that may be considered to have an anti-takeover effect and may delay or prevent a tender offer or other corporate transaction that a stockholder might consider to be in its best interest, including those transactions that might result in a premium over the market price for our shares.
These provisions include:
• | rules regarding how our stockholders may present proposals or nominate directors for election at stockholder meetings; |
• | permitting our board of directors to issue preferred stock without stockholder approval; |
• | granting to the board of directors, and not the stockholders, the sole power to set the number of directors; |
• | authorizing vacancies on our board of directors to be filled only by a vote of the majority of the directors then in office and specifically denying our stockholders the right to fill vacancies in the board; |
• | authorizing the removal of directors only upon the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote for the election of directors; and |
• | prohibiting stockholder action by written consent. |
These provisions apply even if an offer may be considered beneficial by some stockholders.
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You may not receive any future dividends on our common stock.
On November 30, 2012, we announced that our board of directors approved the initiation of a quarterly cash dividend on our common stock. Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. We are not required to declare cash dividends on our common stock. Future dividend decisions will be based on and affected by a variety of factors, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in our Credit Agreement, the indenture governing our senior notes and AFC’s securitization facilities, capital requirements and other factors that our board of directors deems relevant. Therefore, no assurance can be given as to whether any future dividends may be declared by our board of directors or the amount thereof.
Our share repurchase program could affect the price of our common stock and increase volatility. In addition, it may be suspended or discontinued at any time, which could result in a decrease in the trading price of our common stock.
Repurchases of our common stock pursuant to our share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased the shares of common stock. Although our share repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program's effectiveness. Furthermore, the program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time, which could cause the market price of our stock to decline.
In October 2016, our board of directors authorized a repurchase of up to $500 million of the Company’s outstanding common stock through October 26, 2019. Over the three-year period, all $500 million of the Company's common stock was repurchased under the October 2016 authorization. In October 2019, our board of directors authorized a repurchase of up to $300 million of the Company's outstanding common stock through October 30, 2021. As of December 31, 2019, none of the Company's common stock had been repurchased under the October 2019 authorization. No assurance can be given as to whether the board of directors will authorize additional shares for repurchase, which could cause the market value of our stock to decline.
Item 1b. Unresolved Staff Comments
None.
Item 2. Properties
The corporate headquarters of KAR Auction Services, ADESA and AFC are located in Carmel, Indiana. The facilities are leased properties, with office space being leased through 2034. At December 31, 2019, properties utilized by the ADESA business segment include 74 used vehicle auction facilities in North America, which are either owned or leased. Each auction is generally a multi-lane, drive-through facility, and may have additional buildings for reconditioning, registration, maintenance, bodywork, and other ancillary and administrative services. Each auction also has secure parking areas to store vehicles. The ADESA facilities in North America consist on average of approximately 75 acres of land per site.
Of AFC's 121 locations in North America at December 31, 2019, 84 are physically located at auction facilities (including 63 at ADESA). Each of the remaining AFC offices is strategically located in close proximity to at least one of the auctions that it serves. AFC generally leases its branches.
We regularly evaluate our capacity in all our markets and where appropriate, seek to increase capacity through the acquisition of additional land and facilities. Capacity at our facilities varies from period to period and by region as a result of various factors, including natural disasters.
Item 3. Legal Proceedings
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. Such litigation is generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders of Record
KAR Auction Services' common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "KAR" and has been traded on the NYSE since December 11, 2009. As of February 14, 2020, there were two stockholders of record. Because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by the holders of record.
Issuer Purchases of Equity Securities
The following table provides information about purchases by KAR Auction Services of its shares of common stock during the quarter ended December 31, 2019:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (Dollars in millions) | ||||||||||
October 1 - October 31 | — | $ | — | — | $ | 300.0 | ||||||||
November 1 - November 30 | — | — | — | 300.0 | ||||||||||
December 1 - December 31 | — | — | — | 300.0 | ||||||||||
Total | — | $ | — | — | ||||||||||
(1) | 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. 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. |
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Stock Price Performance Graph
The graph below shows the cumulative total stockholder return, assuming an investment of $100 and dividend reinvestment (and taking into account the value of the IAA, Inc. common shares distributed in the spin-off), for the period beginning on December 31, 2014 and ending on December 31, 2019, on each of KAR Auction Services' common stock, the Standard & Poor's 400 Midcap Index and the Standard and Poor's 500 Index. Our stock price performance shown in the following graph is not indicative of future stock price performance.
Company/Index | Base Period 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | |||||||||||||||||
KAR Auction Services, Inc. | $ | 100 | $ | 110.00 | $ | 130.39 | $ | 158.99 | $ | 154.08 | $ | 191.50 | |||||||||||
S&P 400 Midcap Index | $ | 100 | $ | 97.82 | $ | 118.11 | $ | 137.30 | $ | 122.08 | $ | 154.07 | |||||||||||
S&P 500 Index | $ | 100 | $ | 101.38 | $ | 113.51 | $ | 138.29 | $ | 132.23 | $ | 173.86 | |||||||||||
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Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the audited consolidated financial statements and related notes thereto of KAR Auction Services, Inc. and other financial information included elsewhere in this Annual Report on Form 10-K.
Selected Financial Data of KAR Auction Services, Inc.
For the Years Ended December 31, 2019, 2018, 2017, 2016 and 2015
The following consolidated financial data for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 is based on our audited financial statements.
Year Ended December 31, | |||||||||||||||||||
(Dollars in millions except per share amounts) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
Operations: | |||||||||||||||||||
Operating revenues | |||||||||||||||||||
ADESA | $ | 2,429.0 | $ | 2,101.9 | $ | 1,937.5 | $ | 1,765.3 | $ | 1,427.8 | |||||||||
AFC | 352.9 | 340.9 | 301.3 | 286.8 | 268.4 | ||||||||||||||
Total operating revenues | $ | 2,781.9 | $ | 2,442.8 | $ | 2,238.8 | $ | 2,052.1 | $ | 1,696.2 | |||||||||
Operating expenses (exclusive of depreciation and amortization) | 2,279.1 | 1,930.3 | 1,740.8 | 1,595.3 | 1,318.8 | ||||||||||||||
Operating profit | 314.1 | 340.1 | 326.5 | 304.2 | 245.3 | ||||||||||||||
Interest expense | 189.5 | 191.2 | 163.2 | 137.9 | 90.6 | ||||||||||||||
Income from continuing operations | 92.4 | 117.6 | 174.0 | 101.7 | 99.4 | ||||||||||||||
Income from continuing operations per share | |||||||||||||||||||
Basic | 0.70 | 0.88 | 1.28 | 0.74 | 0.71 | ||||||||||||||
Diluted | 0.70 | 0.87 | 1.26 | 0.73 | 0.70 | ||||||||||||||
Weighted average shares outstanding | |||||||||||||||||||
Basic | 131.6 | 134.3 | 136.3 | 137.6 | 140.1 | ||||||||||||||
Diluted | 132.9 | 135.7 | 138.0 | 139.1 | 142.3 | ||||||||||||||
Cash dividends declared per common share | 1.08 | 1.40 | 1.31 | 1.19 | 1.08 | ||||||||||||||
As of December 31, | |||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
Financial Position: | |||||||||||||||||||
Working capital - continuing operations (1) | $ | 726.8 | $ | 450.3 | $ | 513.2 | $ | 287.1 | $ | 96.0 | |||||||||
Total assets from continuing operations | 6,581.2 | 5,699.4 | 5,545.9 | 5,198.7 | 4,479.4 | ||||||||||||||
Total debt, net of unamortized debt issuance costs/discounts | 1,890.1 | 2,667.4 | 2,680.1 | 2,470.3 | 1,865.1 | ||||||||||||||
Total stockholders' equity | 1,650.2 | 1,464.2 | 1,484.9 | 1,397.3 | 1,386.1 | ||||||||||||||
Year Ended December 31, | |||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
Other Financial Data: | |||||||||||||||||||
Net cash provided by operating activities - continuing operations | $ | 380.8 | $ | 438.6 | $ | 359.3 | $ | 242.9 | $ | 325.5 | |||||||||
Capital expenditures | 161.6 | 131.3 | 97.3 | 113.1 | 93.2 | ||||||||||||||
Depreciation and amortization | 188.7 | 172.4 | 171.5 | 152.6 | 132.1 | ||||||||||||||
___________________________________________________________________
(1) | Working capital is defined as current assets less current liabilities. |
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the "Selected Financial Data" and the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made in this report on Form 10-K that are not historical facts (including, but not limited to, expectations, estimates, assumptions and projections regarding the industry, business, future operating results, potential acquisitions and anticipated cash requirements) may be forward-looking statements. Words such as "should," "may," "will," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions identify forward-looking statements. Such statements, including statements regarding our future growth; anticipated cost savings, revenue increases, credit losses and capital expenditures; dividend declarations and payments; common stock repurchases; tax rates and assumptions; strategic initiatives, greenfields and acquisitions; our competitive position and retention of customers; and our continued investment in information technology, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A "Risk Factors" of this Annual Report on Form 10-K. Some of these factors include:
• | our ability to effectively maintain or update information and technology systems; |
• | our ability to implement and maintain measures to protect against cyber-attacks; |
• | significant current competition and the introduction of new competitors; |
• | competitive pricing pressures; |
• | our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements; |
• | our ability to meet or exceed customers' expectations, as well as develop and implement information systems responsive to customer needs; |
• | business development activities, including greenfields, acquisitions and integration of acquired businesses; |
• | costs associated with the acquisition of businesses or technologies; |
• | fluctuations in consumer demand for and in the supply of used, leased and salvage vehicles and the resulting impact on auction sales volumes, conversion rates and loan transaction volumes; |
• | any losses of key personnel; |
• | our ability to obtain land or renew/enter into new leases at commercially reasonable rates; |
• | decreases in the number of used vehicles sold at physical auctions; |
• | changes in the market value of vehicles auctioned; |
• | trends in new and used vehicle sales and incentives, including wholesale used vehicle pricing; |
• | the ability of consumers to lease or finance the purchase of new and/or used vehicles; |
• | the ability to recover or collect from delinquent or bankrupt customers; |
• | economic conditions including fuel prices, commodity prices, foreign exchange rates and interest rate fluctuations; |
• | trends in the vehicle remarketing industry; |
• | trends in the number of commercial vehicles being brought to auction, in particular off-lease volumes; |
• | changes in the volume of vehicle production, including capacity reductions at the major original equipment manufacturers; |
• | laws, regulations and industry standards, including changes in regulations governing the sale of used vehicles and commercial lending activities; |
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• | our ability to maintain our brand and protect our intellectual property; |
• | the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations; |
• | weather, including increased expenses as a result of catastrophic events; |
• | general business conditions; |
• | our substantial amount of debt; |
• | restrictive covenants in our debt agreements; |
• | our assumption of the settlement risk for vehicles sold; |
• | litigation developments; |
• | our self-insurance for certain risks; |
• | interruptions to service from our workforce; |
• | any impairment to our goodwill or other intangible assets; |
• | changes in effective tax rates; |
• | the taxable nature of the spin-off of our former salvage auction business; |
• | changes to accounting standards; and |
• | other risks described from time to time in our filings with the SEC, including the Quarterly Reports on Form 10-Q to be filed by us in 2020. |
Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this document are made as of the date on which they are made and we do not undertake to update our forward-looking statements.
Our future growth depends on a variety of factors, including our ability to increase vehicle sold volumes and loan transaction volumes, expand our product and service offerings, including information systems development, acquire and integrate additional business entities, manage expansion, control costs in our operations, introduce fee increases, and retain our executive officers and key employees. We cannot predict whether our growth strategy will be successful. In addition, we cannot predict what portion of overall sales will be conducted through online auctions or other remarketing methods in the future and what impact this may have on our auction business.
Overview
We provide whole car auction services in North America and Europe. Our business is divided into two reportable business segments, each of which is an integral part of the vehicle remarketing industry: ADESA Auctions and AFC.
• | The ADESA Auctions segment serves a domestic and international customer base through physical and online auctions and through 74 whole car auction facilities in North America that are developed and strategically located to draw professional sellers and buyers together and allow the buyers to inspect and compare vehicles remotely or in person. Through ADESA.com, powered by Openlane technology, ADESA offers comprehensive private label remarketing solutions to automobile manufacturers, captive finance companies and other institutions to offer vehicles via the Internet prior to arrival at the physical auction. Vehicles at ADESA's auctions are typically sold by commercial fleet operators, financial institutions, rental car companies, new and used vehicle dealers and vehicle manufacturers and their captive finance companies to franchise and independent used vehicle dealers. ADESA also provides value-added ancillary services including inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. ADESA also includes TradeRev, an online automotive remarketing system 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. |
• | The AFC segment provides short-term, inventory-secured financing, known as floorplan financing, primarily to independent used vehicle dealers. At December 31, 2019, AFC conducted business at 121 locations in the United States and Canada. The Company also sells vehicle service contracts through Preferred Warranties, Inc. ("PWI"). |
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The holding company is maintained separately from the two reportable segments and includes expenses associated with the corporate offices, such as salaries, benefits and travel costs for our management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on finance leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.
Industry Trends
Whole Car
Used vehicles sold in North America through whole car auctions, including online only volumes and mobile application volumes, were approximately 11.5 million in 2018. Data for the whole car auction industry is collected by the NAAA through an annual survey. NAAA industry volumes for 2019 have not yet been released. The NAAA industry volumes collected by the annual survey do not include online only volumes or mobile application volumes (e.g. Openlane and TradeRev), but we have included these volumes in our totals. We estimate that used vehicle auction volumes in North America in 2019 were approximately 12 million vehicles, including online only volumes and mobile application volumes. We expect that used vehicle auction volumes in North America, including online only volumes and mobile application volumes, will be over 11.5 million units in 2020, 2021 and 2022. Our estimates are based on information from the Bureau of Economic Analysis, IHS Automotive, Kontos Total Market Estimates, NAAA's annual survey and management estimates.
In addition to the traditional whole car auction market and online only venues described above, which we estimate have sold near 11 million units in each of the last few years, mobile applications, such as TradeRev, may provide an opportunity to expand our total addressable market for whole car by approximately 5 million units. We are incurring costs to grow TradeRev in the U.S. and Canada. TradeRev incurred operating losses of $71.5 million and $53.0 million for the year ended December 31, 2019 and 2018, respectively.
Automotive Finance
AFC works with independent used vehicle dealers to improve their results by providing a comprehensive set of business and financial solutions that leverages its local branches, industry experience and scale, as well as KAR affiliations. AFC's North American dealer base was comprised of approximately 16,100 dealers in 2019, and loan transactions, which includes both loans paid off and loans curtailed, were approximately 1,800,000 in 2019.
Key challenges for the independent used vehicle dealer include demand for used vehicles, disruptions in pricing of used vehicle inventory, lack of access to consumer financing and increased competition resulting from consolidation in the used vehicle dealer industry. These same challenges, to the extent they occur, could result in a material negative impact on AFC's results of operations. A significant decline in used vehicle sales would result in a decrease in consumer auto loan originations and an increased number of dealers defaulting on their loans. In addition, volatility in wholesale vehicle pricing impacts the value of recovered collateral on defaulted loans and the resulting severity of credit losses at AFC.
Seasonality
The volume of vehicles sold through our auctions generally fluctuates from quarter-to-quarter. This seasonality is caused by several factors including weather, the timing of used vehicles available for sale from selling customers, holidays, and the seasonality of the retail market for used vehicles, which affects the demand side of the auction industry. Used vehicle auction volumes tend to decline during prolonged periods of winter weather conditions. As a result, revenues and operating expenses related to volume will fluctuate accordingly on a quarterly basis. The fourth calendar quarter typically experiences lower used vehicle auction volume as well as additional costs associated with the holidays and winter weather.
Sources of Revenues and Expenses
Our revenue is derived from auction fees and related services associated with our whole car auctions, and from dealer financing fees, interest income and other service revenue at AFC. Although auction revenues primarily include the auction services and related fees, our related receivables and payables include the gross value of the vehicles sold.
Our operating expenses consist of cost of services, selling, general and administrative and depreciation and amortization. Cost of services is composed of payroll and related costs, subcontract services, the cost of vehicles purchased, supplies, insurance, property taxes, utilities, service contract claims, maintenance and lease expense related to the auction sites and loan offices. Cost of services excludes depreciation and amortization. Selling, general and administrative expenses are composed of payroll and related costs, sales and marketing, information technology services and professional fees.
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Results of Operations
Overview of Results of KAR Auction Services, Inc. for the Years Ended December 31, 2019 and 2018:
Year Ended December 31, | |||||||
(Dollars in millions except per share amounts) | 2019 | 2018 | |||||
Revenues | |||||||
Auction fees and services revenue | $ | 2,133.5 | $ | 1,985.1 | |||
Purchased vehicle sales | 295.5 | 116.8 | |||||
Finance-related revenue | 352.9 | 340.9 | |||||
Total revenues | 2,781.9 | 2,442.8 | |||||
Cost of services* | 1,617.1 | 1,321.5 | |||||
Gross profit* | 1,164.8 | 1,121.3 | |||||
Selling, general and administrative | 662.0 | 608.8 | |||||
Depreciation and amortization | 188.7 | 172.4 | |||||
Operating profit | 314.1 | 340.1 | |||||
Interest expense | 189.5 | 191.2 | |||||
Other income, net | (7.7 | ) | (3.0 | ) | |||
Loss on extinguishment of debt | 2.2 | — | |||||
Income from continuing operations before income taxes | 130.1 | 151.9 | |||||
Income taxes | 37.7 | 34.3 | |||||
Net income from continuing operations | 92.4 | 117.6 | |||||
Net income from discontinued operations | 96.1 | 210.4 | |||||
Net income | $ | 188.5 | $ | 328.0 | |||
Net income from continuing operations per share | |||||||
Basic | $ | 0.70 | $ | 0.88 | |||
Diluted | $ | 0.70 | $ | 0.87 | |||
* Exclusive of depreciation and amortization
Overview
For the year ended December 31, 2019, we had revenue of $2,781.9 million compared with revenue of $2,442.8 million for the year ended December 31, 2018, an increase of 14%. Businesses acquired accounted for an increase in revenue of $193.0 million or 7% of revenue. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization increased $16.3 million, or 9%, to $188.7 million for the year ended December 31, 2019, compared with $172.4 million for the year ended December 31, 2018. The increase in depreciation and amortization was primarily the result of certain assets placed in service over the last twelve months and depreciation and amortization for the assets of businesses acquired in 2019.
Interest Expense
Interest expense decreased $1.7 million, or 1%, to $189.5 million for the year ended December 31, 2019, compared with $191.2 million for the year ended December 31, 2018. The decrease was primarily attributable to a decrease of approximately $447.5 million in the average outstanding balance of corporate debt for the year ended December 31, 2019 compared with the year ended December 31, 2018, resulting from the pay down of debt of approximately $1.3 billion in connection with the spin-off of IAA on June 28, 2019 and a net increase in term loan debt of approximately $0.5 billion in connection with the debt refinancing on September 19, 2019, partially offset by an increase in the weighted average interest rate for the same period of approximately 0.3%.
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Loss on Extinguishment of Debt
In September 2019, we amended our Credit Agreement and recorded a $2.2 million pretax charge primarily resulting from the write-off of unamortized debt issue costs associated with Term Loan B-4 and Term Loan B-5.
Income Taxes
We had an effective tax rate of 29.0% for the year ended December 31, 2019, compared with an effective tax rate of 22.6% for the year ended December 31, 2018. The lower effective tax rate for the year ended December 31, 2018 was the result of favorable state tax law changes and higher deductions for stock compensation in 2018.
Net Income from Discontinued Operations
On June 28, 2019, the Company completed the separation ("Separation") of its salvage auction business, IAA, through a spin-off, creating a new independent publicly traded salvage auction company. As such, the financial results of IAA have been accounted for as discontinued operations for all periods presented. For the year ended December 31, 2019 and 2018, the Company's financial statements included income from discontinued operations of $96.1 million and $210.4 million, respectively. The operating results included one-time transaction costs of approximately $31.3 million and $8.1 million for the year ended December 31, 2019 and 2018, respectively, 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. For a further discussion, reference Note 4 of the notes to the consolidated financial statements.
Impact of Foreign Currency
The strengthening of the U.S. dollar has impacted the reporting of our Canadian operations in U.S. dollars. For the year ended December 31, 2019, fluctuations in the Canadian exchange rate decreased revenue by $7.5 million, operating profit by $1.6 million, net income by $0.6 million and net income per diluted share by less than $0.01.
ADESA Results
Year Ended December 31, | |||||||
(Dollars in millions, except per vehicle amounts) | 2019 | 2018 | |||||
Auction fees and services revenue | $ | 2,133.5 | $ | 1,985.1 | |||
Purchased vehicle sales | 295.5 | 116.8 | |||||
Total ADESA revenue | 2,429.0 | 2,101.9 | |||||
Cost of services* | 1,520.7 | 1,230.8 | |||||
Gross profit* | 908.3 | 871.1 | |||||
Selling, general and administrative | 494.3 | 435.8 | |||||
Depreciation and amortization | 149.9 | 127.5 | |||||
Operating profit | $ | 264.1 | $ | 307.8 | |||
Vehicles sold | 3,784,000 | 3,472,000 | |||||
Institutional vehicles sold in North America | 2,653,000 | 2,401,000 | |||||
Dealer consignment vehicles sold in North America | 1,018,000 | 1,027,000 | |||||
Vehicles sold in Europe | 113,000 | 44,000 | |||||
Percentage of vehicles sold online | 58 | % | 54 | % | |||
Conversion rate at North American physical auctions | 62.8 | % | 61.6 | % | |||
Physical auction revenue per vehicle sold, excluding purchased vehicles | $ | 884 | $ | 844 | |||
Online only revenue per vehicle sold, excluding purchased vehicles | $ | 149 | $ | 121 | |||
* Exclusive of depreciation and amortization
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Revenue
Revenue from ADESA increased $327.1 million, or 16%, to $2,429.0 million for the year ended December 31, 2019, compared with $2,101.9 million for the year ended December 31, 2018. The increase in revenue was the result of an increase in the number of vehicles sold and increased proceeds from purchased vehicle sales, partially offset by a decrease in average revenue per vehicle sold, excluding purchased vehicle sales. Businesses acquired in the last 12 months accounted for an increase in revenue of $193.0 million, of which $131.7 million was included in "Purchased vehicle sales." The increase in revenue included the impact of a decrease in revenue of $6.9 million due to fluctuations in the Canadian exchange rate.
The increase in vehicles sold was primarily attributable to an 11% increase in institutional volume (10% increase excluding acquisitions), including vehicles sold on our online only platform, as well as a 3% increase in dealer consignment units sold for the year ended December 31, 2019 compared with the year ended December 31, 2018. Online sales volume for ADESA represented approximately 58% of the total vehicles sold in 2019, compared with approximately 54% in 2018. "Online sales" includes the following: (i) selling vehicles directly from a dealership or other interim storage location; (ii) online solutions that offer vehicles for sale while in transit to auction locations; (iii) vehicles sold on the TradeRev platform; (iv) vehicle sales in Europe, including units sold by COTW; (v) simultaneously broadcasting video and audio of the physical auctions to online bidders (ADESA Simulcast); and (vi) bulletin-board or real-time online auctions (DealerBlock®). Online only sales, which do not include vehicles sold on ADESA Simulcast or DealerBlock, accounted for approximately 73% of ADESA's North American online sales volume. ADESA sold approximately 1,533,000 (including approximately 157,000 from TradeRev) and 1,304,000 (including approximately 117,000 from TradeRev) vehicles through its North American online only offerings in 2019 and 2018, respectively. For the year ended December 31, 2019, dealer consignment vehicles represented approximately 40% of used vehicles sold at ADESA physical auction locations, compared with approximately 42% for the year ended December 31, 2018. Vehicles sold at physical auction locations increased approximately 1% in 2019, compared with 2018. The used vehicle conversion percentage at North American physical auction locations, calculated as the number of vehicles sold as a percentage of the number of vehicles entered for sale at our ADESA auctions, increased to 62.8% for the year ended December 31, 2019, compared with 61.6% for the year ended December 31, 2018.
Physical auction revenue per vehicle sold increased $40, or 5%, to $884 for the year ended December 31, 2019, compared with $844 for the year ended December 31, 2018. Physical auction revenue per vehicle sold includes revenue from seller and buyer auction fees and ancillary and other related services, which includes non-auction services and excludes purchased vehicle sales. The increase in physical auction revenue per vehicle sold was primarily attributable to an increase in lower margin ancillary and other related services revenue and auction fees related to higher average transaction prices, partially offset by a decrease in physical auction revenue per vehicle sold of $3 due to fluctuation in the Canadian exchange rate.
Online only auction revenue per vehicle sold increased $96 to $235 for the year ended December 31, 2019, compared with $139 for the year ended December 31, 2018. The increase in online only auction revenue per vehicle sold was attributable to an increase in purchased vehicle sales associated with the ADESA Assurance Program, the increase in TradeRev revenue and the inclusion of CarsOnTheWeb sales. The entire selling price of the purchased vehicles sold at auction is recorded as revenue ("Purchased vehicle sales"). Excluding purchased vehicle sales, online only revenue per vehicle would have been $149 and $121 for the year ended December 31, 2019 and 2018, respectively. The $28 increase in online only revenue per vehicle was attributable to increased revenue per vehicle for units sold on the TradeRev platform and the addition of CarsOnTheWeb.
Gross Profit
For the year ended December 31, 2019, gross profit for ADESA increased $37.2 million, or 4%, to $908.3 million, compared with $871.1 million for the year ended December 31, 2018. Gross profit for ADESA was 37.4% of revenue for the year ended December 31, 2019, compared with 41.4% of revenue for the year ended December 31, 2018. Gross profit as a percentage of revenue decreased for the year ended December 31, 2019 as compared with the year ended December 31, 2018 as a result of an increase in purchased vehicle sales primarily related to the acquisition of COTW and increased activity under ADESA Assurance. The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold. Excluding purchased vehicle sales, gross profit as a percentage of revenue was 42.6% and 43.9% for the year ended December 31, 2019 and 2018, respectively. The remaining decrease in gross profit as a percentage of revenue relates to growth in lower margin ancillary and related services. Businesses acquired in the last 12 months accounted for an increase in cost of services of $164.8 million for the year ended December 31, 2019.
For the year ended December 31, 2019, High Tech Locksmiths, a subsidiary of ADESA, incurred an inventory loss of approximately $5.4 million. In December 2019, the Company recovered approximately $4 million related to expenses incurred in previous quarters.
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Selling, General and Administrative
Selling, general and administrative expenses for the ADESA segment increased $58.5 million, or 13%, to $494.3 million for the year ended December 31, 2019, compared with $435.8 million for the year ended December 31, 2018, primarily due to increases in costs associated with TradeRev aggregating $25.4 million, acquisitions of $21.2 million, incentive-based compensation of $6.6 million, information technology costs of $6.1 million, severance of $3.7 million, professional fees of $1.7 million, benefit related expense of $1.7 million, telecom costs of $1.0 million and other miscellaneous expenses aggregating $1.3 million, partially offset by a decrease in compensation expense of $3.9 million, fluctuations in the Canadian exchange rate of $2.0 million, and decreases in marketing costs of $1.6 million, stock-based compensation of $1.5 million and travel expenses of $1.2 million.
AFC Results
Year Ended December 31, | |||||||
(Dollars in millions except volumes and per loan amounts) | 2019 | 2018 | |||||
Finance-related revenue | |||||||
Interest and fee income | $ | 342.1 | $ | 327.3 | |||
Other revenue | 10.9 | 13.1 | |||||
Provision for credit losses | (35.3 | ) | (32.9 | ) | |||
Warranty contract revenue | 35.2 | 33.4 | |||||
Total AFC revenue | 352.9 | 340.9 | |||||
Cost of services* | 96.4 | 90.7 | |||||
Gross profit* | 256.5 | 250.2 | |||||
Selling, general and administrative | 25.6 | 30.7 | |||||
Depreciation and amortization | 10.3 | 16.0 | |||||
Operating profit | $ | 220.6 | $ | 203.5 | |||
Loan transactions | 1,783,000 | 1,760,000 | |||||
Revenue per loan transaction, excluding "Warranty contract revenue" | $ | 178 | $ | 175 | |||
* Exclusive of depreciation and amortization
Revenue
For the year ended December 31, 2019, AFC revenue increased $12.0 million, or 4%, to $352.9 million, compared with $340.9 million for the year ended December 31, 2018. The increase in revenue was the result of a 2% increase in revenue per loan transaction and a 1% increase in loan transactions. The increase in revenue included the impact of a decrease in revenue of $0.6 million due to fluctuations in the Canadian exchange rate.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, increased $3, or 2%, primarily as a result of an increase in interest yield as a result of prime rate increases and an increase in average loan values, partially offset by a decrease in floorplan fee per unit and an increase in provision for credit losses for the year ended December 31, 2019. Revenue per loan transaction excludes "Warranty contract revenue."
The provision for credit losses remained constant at 1.7% of the average managed receivables for the year ended December 31, 2019 and 2018. The provision for credit losses is expected to be under 2%, annually, of the average managed receivables balance. However, the actual losses in any particular quarter could deviate from this range.
Gross Profit
For the year ended December 31, 2019, gross profit for the AFC segment increased $6.3 million, or 3%, to $256.5 million, or 72.7% of revenue, compared with $250.2 million, or 73.4% of revenue, for the year ended December 31, 2018. The decrease in gross profit as a percent of revenue was primarily the result of a 6% increase in cost of services. The increase in cost of services was the result of increases in PWI expenses of $3.7 million, compensation expense of $2.4 million, travel expenses of $1.6 million and other miscellaneous expenses aggregating $0.5 million, partially offset by decreases in lot checks of $1.7 million and incentive-based compensation of $0.8 million.
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Selling, General and Administrative
Selling, general and administrative expenses at AFC decreased $5.1 million, or 17%, to $25.6 million for the year ended December 31, 2019, compared with $30.7 million for the year ended December 31, 2018 primarily as a result of decreases in travel expenses of $1.7 million, incentive-based compensation of $1.6 million, compensation expense of $1.1 million and stock-based compensation expense of $0.8 million, partially offset by other miscellaneous expenses aggregating $0.1 million.
Holding Company Results
Year Ended December 31, | |||||||
(Dollars in millions) | 2019 | 2018 | |||||
Selling, general and administrative | $ | 142.1 | $ | 142.3 | |||
Depreciation and amortization | 28.5 | 28.9 | |||||
Operating loss | $ | (170.6 | ) | $ | (171.2 | ) | |
Selling, General and Administrative
For the year ended December 31, 2019, selling, general and administrative expenses at the holding company decreased $0.2 million, or less than 1%, to $142.1 million, compared with $142.3 million for the year ended December 31, 2018. For the year ended December 31, 2019 compared with the year ended December 31, 2018, there were decreases in incentive-based compensation of $5.7 million, compensation expense of $4.3 million, professional fees of $1.3 million and other miscellaneous expenses aggregating $3.9 million, partially offset by increases in severance of $5.7 million, information technology costs of $5.1 million, stock-based compensation of $2.2 million and telecom costs of $2.0 million.
Overview of Results of KAR Auction Services, Inc. for the Year Ended December 31, 2017:
An overview of the results of KAR Auction Services, Inc. for the year ended December 31, 2017 was included in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 21, 2019.
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Overview of Results of KAR Auction Services, Inc. for the Three Months Ended December 31, 2019 and 2018:
Three Months Ended December 31, | |||||||
(Dollars in millions except per share amounts) | 2019 | 2018 | |||||
Revenues | |||||||
Auction fees and services revenue | $ | 504.0 | $ | 475.3 | |||
Purchased vehicle sales | 79.3 | 33.2 | |||||
Finance-related revenue | 88.0 | 85.3 | |||||
Total revenues | 671.3 | 593.8 | |||||
Cost of services* | 394.9 | 332.3 | |||||
Gross profit* | 276.4 | 261.5 | |||||
Selling, general and administrative | 164.7 | 148.7 | |||||
Depreciation and amortization | 50.1 | 42.6 | |||||
Operating profit | 61.6 | 70.2 | |||||
Interest expense | 39.5 | 52.5 | |||||
Other (income) expense, net | (2.5 | ) | 0.8 | ||||
Income from continuing operations before income taxes | 24.6 | 16.9 | |||||
Income taxes | 9.3 | 1.8 | |||||
Net income from continuing operations | 15.3 | 15.1 | |||||
Net income from discontinued operations | 4.5 | 52.2 | |||||
Net income | $ | 19.8 | $ | 67.3 | |||
Net income from continuing operations per share | |||||||
Basic | $ | 0.12 | $ | 0.11 | |||
Diluted | $ | 0.12 | $ | 0.11 | |||
* Exclusive of depreciation and amortization
Overview
For the three months ended December 31, 2019, we had revenue of $671.3 million compared with revenue of $593.8 million for the three months ended December 31, 2018, an increase of 13%. Businesses acquired accounted for an increase in revenue of $55.1 million or 8% of revenue. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization increased $7.5 million, or 18%, to $50.1 million for the three months ended December 31, 2019, compared with $42.6 million for the three months ended December 31, 2018. The increase in depreciation and amortization was primarily the result of certain assets placed in service over the last twelve months and depreciation and amortization for the asset of businesses acquired in 2019.
Interest Expense
Interest expense decreased $13.0 million, or 25%, to $39.5 million for the three months ended December 31, 2019, compared with $52.5 million for the three months ended December 31, 2018. The decrease was primarily attributable to a decrease of approximately $793.8 million in the average outstanding balance of corporate debt for the three months ended December 31, 2019 compared with the three months ended December 31, 2018, resulting from the pay down of debt of approximately $1.3 billion in connection with the spin-off of IAA on June 28, 2019, as well as a decrease in the weighted average interest rate for the same period of approximately 0.3%. In addition, there was a decrease in interest expense at AFC of $1.2 million, which resulted from a decrease in incremental interest rates for the three months ended December 31, 2019, as compared with the three months ended December 31, 2018.
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Income Taxes
We had an effective tax rate of 37.8% for the three months ended December 31, 2019, compared with an effective tax rate of 10.7% for the three months ended December 31, 2018. Excluding the effect of the discrete items, our effective tax rate for the three months ended December 31, 2019 and 2018 would have been 32.7% and 29.6%, respectively.
Net Income from Discontinued Operations
On June 28, 2019, the Company completed the Separation of its salvage auction business, IAA, through a spin-off, creating a new independent publicly traded salvage auction company. As such, the financial results of IAA have been accounted for as discontinued operations for all periods presented. For the three months ended December 31, 2019 and 2018, the Company's financial statements included income from discontinued operations of $4.5 million and $52.2 million, respectively. The $4.5 million recorded for the three months ended December 31, 2019 related to income taxes. For further discussion, reference Note 4 of the notes to the consolidated financial statements.
Impact of Foreign Currency
For the three months ended December 31, 2019, the average Canadian exchange rate was consistent with the rate for the three months ended December 31, 2018.
ADESA Results
Three Months Ended December 31, | |||||||
(Dollars in millions, except per vehicle amounts) | 2019 | 2018 | |||||
Auction fees and services revenue | $ | 504.0 | $ | 475.3 | |||
Purchased vehicle sales | 79.3 | 33.2 | |||||
Total ADESA revenue | 583.3 | 508.5 | |||||
Cost of services* | 370.9 | 309.8 | |||||
Gross profit* | 212.4 | 198.7 | |||||
Selling, general and administrative | 124.1 | 106.9 | |||||
Depreciation and amortization | 39.7 | 33.1 | |||||
Operating profit | $ | 48.6 | $ | 58.7 | |||
Vehicles sold | 887,000 | 811,000 | |||||
Institutional vehicles sold in North America | 623,000 | 568,000 | |||||
Dealer consignment vehicles sold in North America | 234,000 | 233,000 | |||||
Vehicles sold in Europe | 30,000 | 10,000 | |||||
Percentage of vehicles sold online | 59 | % | 54 | % | |||
Conversion rate at North American physical auctions | 58.4 | % | 58.5 | % | |||
Physical auction revenue per vehicle sold, excluding purchased vehicles | $ | 886 | $ | 868 | |||
Online only revenue per vehicle sold, excluding purchased vehicles | $ | 155 | $ | 122 | |||
* Exclusive of depreciation and amortization
Revenue
Revenue from ADESA increased $74.8 million, or 15%, to $583.3 million for the three months ended December 31, 2019, compared with $508.5 million for the three months ended December 31, 2018. The increase in revenue was the result of an increase in the number of vehicles sold and increased proceeds from purchased vehicle sales, partially offset by a decrease in average revenue per vehicle, excluding purchased vehicle sales. Businesses acquired in the last 12 months accounted for an increase in revenue of $55.1 million, of which $37.7 million was included in "Purchased vehicle sales."
The increase in vehicles sold was primarily attributable to an 11% increase in institutional volume (9% increase excluding acquisitions), including vehicles sold on our online only platform, as well as a 6% increase in dealer consignment units sold for the three months ended December 31, 2019 compared with the three months ended December 31, 2018. Online sales volume for ADESA represented approximately 59% of the total vehicles sold in the fourth quarter of 2019, compared with approximately 54% in the fourth quarter of 2018. "Online sales" includes the following: (i) selling vehicles directly from a
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dealership or other interim storage location; (ii) online solutions that offer vehicles for sale while in transit to auction locations; (iii) vehicles sold on the TradeRev platform; (iv) vehicle sales in Europe, including units sold by COTW; (v) simultaneously broadcasting video and audio of the physical auctions to online bidders (ADESA Simulcast); and (vi) bulletin-board or real-time online auctions (DealerBlock®). Online only sales, which do not include vehicles sold on ADESA Simulcast or DealerBlock, accounted for approximately 73% of ADESA's North American online sales volume. ADESA sold approximately 355,000 (including 38,000 from TradeRev) and 306,000 (including 31,000 from TradeRev) vehicles through its North American online only offerings in the fourth quarter of 2019 and 2018, respectively. For the three months ended December 31, 2019, dealer consignment vehicles represented approximately 39% of used vehicles sold at ADESA physical auction locations, compared with approximately 40% for the three months ended December 31, 2018. Vehicles sold at physical auction locations increased approximately 1% in the fourth quarter of 2019, compared with the fourth quarter of 2018. The used vehicle conversion percentage at North American physical auction locations, calculated as the number of vehicles sold as a percentage of the number of vehicles entered for sale at our ADESA auctions, decreased to 58.4% for the three months ended December 31, 2019, compared with 58.5% for the three months ended December 31, 2018.
Physical auction revenue per vehicle sold increased $18, or 2%, to $886 for the three months ended December 31, 2019, compared with $868 for the three months ended December 31, 2018. Physical auction revenue per vehicle sold includes revenue from seller and buyer auction fees and ancillary and other related services, which includes non-auction services and excludes the sale of purchased vehicles. The increase in physical auction revenue per vehicle sold was primarily attributable to an increase in lower margin ancillary and other related services revenue and auction fees related to higher average transaction prices.
Online only auction revenue per vehicle sold increased $123 to $259 for the three months ended December 31, 2019, compared with $136 for the three months ended December 31, 2018. The increase in online only auction revenue per vehicle sold was attributable to an increase in purchased vehicle sales associated with the ADESA Assurance Program, the increase in TradeRev revenue and the inclusion of CarsOnTheWeb sales. The entire selling price of the purchased vehicles sold at auction is recorded as revenue ("Purchased vehicle sales"). Excluding purchased vehicle sales, online only revenue per vehicle would have been $155 and $122 for the three months ended December 31, 2019 and 2018, respectively. The $33 increase in online only revenue per vehicle was attributable to increased revenue per vehicle for units sold on the TradeRev platform and the addition of CarsOnTheWeb.
Gross Profit
For the three months ended December 31, 2019, gross profit for ADESA increased $13.7 million, or 7%, to $212.4 million, compared with $198.7 million for the three months ended December 31, 2018. Gross profit for ADESA was 36.4% of revenue for the three months ended December 31, 2019, compared with 39.1% of revenue for the three months ended December 31, 2018. Gross profit as a percentage of revenue decreased for the three months ended December 31, 2019 as compared with the three months ended December 31, 2018 as a result of an increase in purchased vehicle sales primarily related to the acquisition of COTW and increased activity under ADESA Assurance. The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicles sold. Excluding purchased vehicle sales, gross profit as a percentage of revenue was 42.1% and 41.8% for the three months ended December 31, 2019 and 2018, respectively. Businesses acquired in the last 12 months accounted for an increase in cost of services of $47.1 million for the three months ended December 31, 2019. In addition, in December 2019, the Company recovered approximately $4 million related to expenses incurred at High Tech Locksmiths in previous quarters.
Selling, General and Administrative
Selling, general and administrative expenses for the ADESA segment increased $17.2 million, or 16%, to $124.1 million for the three months ended December 31, 2019, compared with $106.9 million for the three months ended December 31, 2018, primarily due to increases in incentive-based compensation of $6.1 million, costs associated with TradeRev aggregating $5.6 million, acquisitions of $4.7 million, severance of $3.4 million and other miscellaneous expenses aggregating $1.3 million, partially offset by decreases in compensation expense of $2.6 million and professional fees of $1.3 million.
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AFC Results
Three Months Ended December 31, | |||||||
(Dollars in millions except volumes and per loan amounts) | 2019 | 2018 | |||||
Finance-related revenue | |||||||
Interest and fee income | $ | 86.0 | $ | 84.2 | |||
Other revenue | 2.8 | 3.5 | |||||
Provision for credit losses | (9.8 | ) | (10.8 | ) | |||
Warranty contract revenue | 9.0 | 8.4 | |||||
Total AFC revenue | 88.0 | 85.3 | |||||
Cost of services* | 24.0 | 22.5 | |||||
Gross profit* | 64.0 | 62.8 | |||||
Selling, general and administrative | 6.1 | 7.1 | |||||
Depreciation and amortization | 2.7 | 2.4 | |||||
Operating profit | $ | 55.2 | $ | 53.3 | |||
Loan transactions | 443,000 | 428,000 | |||||
Revenue per loan transaction, excluding "Warranty contract revenue" | $ | 178 | $ | 180 | |||
* Exclusive of depreciation and amortization
Revenue
For the three months ended December 31, 2019, AFC revenue increased $2.7 million, or 3%, to $88.0 million, compared with $85.3 million for the three months ended December 31, 2018. The increase in revenue was the result of a 4% increase in loan transactions, partially offset by a 1% decrease in revenue per loan transaction.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, decreased $2, or 1%, primarily as a result of a decrease in interest yield as a result of prime rate changes, a decrease in floorplan fee per unit and a decrease in average portfolio duration, partially offset by a decrease in provision for credit losses for the three months ended December 31, 2019. Revenue per loan transaction excludes "Warranty contract revenue."
The provision for credit losses decreased to 1.9% of the average managed receivables for the three months ended December 31, 2019 from 2.2% for the three months ended December 31, 2018. The provision for credit losses is expected to be under 2%, annually, of the average managed receivables balance. However, the actual losses in any particular quarter could deviate from this range.
Gross Profit
For the three months ended December 31, 2019, gross profit for the AFC segment increased $1.2 million, or 2%, to $64.0 million, or 72.7% of revenue, compared with $62.8 million, or 73.6% of revenue, for the three months ended December 31, 2018, primarily as a result of a 3% increase in revenue, partially offset by a 7% increase in cost of services. The increase in cost of services was the result of increases in PWI expenses of $1.0 million, compensation expense of $0.6 million and travel expenses of $0.4 million, partially offset by a decrease in collection expenses of $0.5 million.
Selling, General and Administrative
Selling, general and administrative expenses at AFC decreased $1.0 million, or 14%, to $6.1 million for the three months ended December 31, 2019, compared with $7.1 million for the three months ended December 31, 2018. The decrease in selling, general and administrative expenses was primarily attributable to decreases in travel expenses of $0.5 million, incentive-based compensation of $0.4 million and other miscellaneous expenses aggregating $0.1 million.
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Holding Company Results
Three Months Ended December 31, | |||||||
(Dollars in millions) | 2019 | 2018 | |||||
Selling, general and administrative | $ | 34.5 | $ | 34.7 | |||
Depreciation and amortization | 7.7 | 7.1 | |||||
Operating loss | $ | (42.2 | ) | $ | (41.8 | ) | |
Selling, General and Administrative
For the three months ended December 31, 2019, selling, general and administrative expenses at the holding company decreased $0.2 million, or 1%, to $34.5 million, compared with $34.7 million for the three months ended December 31, 2018. For the three months ended December 31, 2019 compared with the three months ended December 31, 2018, there were decreases in professional fees of $2.7 million, incentive-based compensation of $1.8 million, compensation expense of $1.7 million, medical expenses of $0.8 million and other miscellaneous expenses aggregating $0.4 million, partially offset by increases in severance of $4.4 million, information technology costs of $1.7 million and stock-based compensation of $1.1 million.
LIQUIDITY AND CAPITAL RESOURCES
We believe that the significant indicators of liquidity for our business are cash on hand, cash flow from operations, working capital and amounts available under our Credit Facility. Our principal sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facility.
December 31, | |||||||
(Dollars in millions) | 2019 | 2018 | |||||
Cash and cash equivalents | $ | 507.6 | $ | 277.1 | |||
Restricted cash | 53.3 | 27.6 | |||||
Working capital | 726.8 | 450.3 | |||||
Amounts available under revolving credit facility* | 325.0 | 350.0 | |||||
Cash flow from operations for the year ended | 380.8 | 438.6 | |||||
* | There were related outstanding letters of credit totaling approximately $27.4 million and $32.9 million at December 31, 2019 and 2018, respectively, which reduced the amount available for borrowings under the revolving credit facility. |
We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.
Working Capital
A substantial amount of our working capital is generated from the payments received for services provided. The majority of our working capital needs are short-term in nature, usually less than a week in duration. Due to the decentralized nature of the business, payments for most vehicles purchased are received at each auction and branch. Most of the financial institutions place a temporary hold on the availability of the funds deposited that generally can range up to two business days, resulting in cash in our accounts and on our balance sheet that is unavailable for use until it is made available by the various financial institutions. There are outstanding checks (book overdrafts) to sellers and vendors included in current liabilities. Because a portion of these outstanding checks for operations in the U.S. are drawn upon bank accounts at financial institutions other than the financial institutions that hold the cash, we cannot offset all the cash and the outstanding checks on our balance sheet. Changes in working capital vary from quarter-to-quarter as a result of the timing of collections and disbursements of funds to consignors from auctions held near period end.
Approximately $153.2 million of available cash was held by our foreign subsidiaries at December 31, 2019. If funds held by our foreign subsidiaries were to be repatriated, state and local income tax expense and foreign withholding tax expense would need to be recognized, net of any applicable foreign tax credits. We expect any applicable taxes to be less than $8 million.
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AFC offers short-term inventory-secured financing, also known as floorplan financing, to independent used vehicle dealers. Financing is primarily provided for terms of 30 to 90 days. AFC principally generates its funding through the sale of its receivables. The receivables sold pursuant to the securitization agreements are accounted for as secured borrowings. For further discussion of AFC's securitization arrangements, see "Securitization Facilities."
In February 2018, the Company announced that its board of directors had approved a plan to pursue the separation of its salvage auction business, IAA, through a spin-off. As part of the spin-off, the Company raised $1.3 billion in debt, consisting of $800 million in term loans and $500 million aggregate principal amount of 5.50% Senior Notes. This debt was transferred to IAA, upon which IAA paid a cash dividend to KAR of approximately $1,278.0 million. The dividend amount was used to prepay a portion of KAR's term loans, as further discussed in the Credit Facilities discussion below.
Credit Facilities
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.
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, (i) the refinancing of the existing Term Loan B-4 and Term Loan B-5 with the new Term Loan B-6, (ii) repayment of the 2017 Revolving Credit Facility and (iii) the $325 million Revolving Credit Facility.
The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate
purposes. The Revolving Credit Facility also includes a $50 million sub-limit for issuance of letters of credit and a $60 million sub-limit for swing line 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.
As set forth in the Credit Agreement, the Tranche B-6 Term Loans bear 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 pays 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 rate on Term Loan B-6 was 4.06% at December 31, 2019.
On December 31, 2019, $947.6 million was outstanding on Term Loan B-6 and there were no borrowings on the Revolving Credit Facility. In addition, we had related outstanding letters of credit in the aggregate amount of $27.4 million and $32.9 million at December 31, 2019 and December 31, 2018, respectively, which reduce the amount available for borrowings under the revolving credit facility. Our Canadian operations also have a C$8 million line of credit which was undrawn at December 31, 2019. However, there were related letters of credit outstanding totaling approximately C$1.0 million at December 31, 2019, which reduce amounts available under the Canadian line of credit. In addition, our European operations have lines of credit aggregating $33.6 million (€30 million) of which $19.3 million was drawn at December 31, 2019.
The obligations of the Company under the Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority perfected security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions.
The Credit Agreement contains certain restrictive loan covenants, including, among others, a financial covenant requiring that a Consolidated Senior Secured Net Leverage Ratio be satisfied as of the last day of each fiscal quarter if revolving loans are outstanding, and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, consummate change of control transactions, dispose of assets, pay dividends, make investments and engage in certain transactions with affiliates. The Consolidated Senior Secured Net Leverage Ratio is calculated as total senior secured debt divided by the last four quarters consolidated Adjusted EBITDA. Senior secured net debt includes term loan borrowings, revolving loans and finance lease liabilities less available cash as defined in the Credit Agreement. Consolidated Adjusted EBITDA is EBITDA (earnings before
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interest expense, income taxes, depreciation and amortization) adjusted to exclude among other things (a) gains and losses from asset sales; (b) unrealized foreign currency translation gains and losses in respect of indebtedness; (c) certain non-recurring gains and losses; (d) stock-based compensation expense; (e) certain other non-cash amounts included in the determination of net income; (f) charges and revenue reductions resulting from purchase accounting; (g) minority interest; (h) consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; (i) expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts; (j) expenses incurred in connection with permitted acquisitions; (k) any impairment charges or write-offs of intangibles; and (l) any extraordinary, unusual or non-recurring charges, expenses or losses.
Certain covenants contained within the Credit Agreement are critical to an investor's understanding of our financial liquidity, as the failure to maintain compliance with these covenants could result in a default and allow our lenders to declare all amounts borrowed immediately due and payable. The Consolidated Senior Secured Net Leverage Ratio is required to be met when there are revolving loans outstanding under our Credit Agreement. For the quarter ended December 31, 2019, the Consolidated Senior Secured Net Leverage Ratio could not exceed 3.5. Our Consolidated Senior Secured Net Leverage Ratio, including finance lease obligations of $27.3 million, was 1.7 at December 31, 2019.
In addition, the Credit Agreement and the indenture governing our senior notes (see Note 12, "Long-Term Debt" for additional information) contain certain financial and operational restrictions that limit our ability to pay dividends and other distributions, make certain acquisitions or investments, incur indebtedness, grant liens and sell assets. The applicable covenants in the Credit Agreement affect our operating flexibility by, among other things, restricting our ability to incur expenses and indebtedness that could be used to grow the business, as well as to fund general corporate purposes. We were in compliance with the covenants in the Credit Agreement and the indenture governing our senior notes at December 31, 2019.
We believe our sources of liquidity from our cash and cash equivalents on hand, working capital, cash provided by operating activities, and availability under our Credit Facility are sufficient to meet our short and long-term operating needs for the foreseeable future. In addition, we believe the previously mentioned sources of liquidity will be sufficient to fund our capital requirements, debt service payments, announced acquisitions and dividends for the next twelve months.
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 any time prior to June 1, 2020 at a redemption price equal to 100% of the principal amount plus a make-whole premium and thereafter at a premium that declines ratably to par in 2023. The senior notes are guaranteed by the Subsidiary Guarantors.
Securitization Facilities
AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to AFC Funding Corporation. 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 28, 2022. AFC Funding Corporation had committed liquidity of $1.70 billion for U.S. finance receivables at December 31, 2019.
We also have an agreement for the securitization of AFCI's receivables, which expires on January 28, 2022. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$175 million at December 31, 2019. The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings.
AFC managed total finance receivables of $2,115.2 million and $2,014.8 million at December 31, 2019 and December 31, 2018, respectively. AFC's allowance for losses was $15.0 million and $14.0 million at December 31, 2019 and December 31, 2018, respectively.
As of December 31, 2019 and December 31, 2018, $2,061.6 million and $1,973.2 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 $1,461.2 million and $1,445.3 million of obligations collateralized by finance receivables at December 31, 2019 and December 31, 2018, respectively. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreement. There were unamortized securitization issuance costs of approximately $13.2 million and $19.4 million at December 31, 2019 and December 31, 2018, respectively. After the occurrence of a termination event, as defined in the U.S. securitization agreement, the banks may, and could, cause the stock of AFC Funding Corporation to be transferred to
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the bank facility, though as a practical matter the bank facility would look to the liquidation of the receivables under the transaction documents as their primary remedy.
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, 2019, we were in compliance with the covenants in the securitization agreements.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA, as presented herein, are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States, or GAAP. They are not measurements of our financial performance under GAAP and should not be considered substitutes for net income (loss) or any other performance measures derived in accordance with GAAP.
EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings, as described above in the discussion of certain restrictive loan covenants under "Credit Facilities."
Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile EBITDA and Adjusted EBITDA to net income (loss) from continuing operations for the periods presented:
Three Months Ended December 31, 2019 | |||||||||||||||
(Dollars in millions) | ADESA | AFC | Corporate | Consolidated | |||||||||||
Net income (loss) from continuing operations | $ | 35.0 | $ | 31.4 | $ | (51.1 | ) | $ | 15.3 | ||||||
Add back: | |||||||||||||||
Income taxes | 13.3 | 9.7 | (13.7 | ) | 9.3 | ||||||||||
Interest expense, net of interest income | 0.5 | 15.1 | 22.7 | 38.3 | |||||||||||
Depreciation and amortization | 39.7 | 2.7 | 7.7 | 50.1 | |||||||||||
Intercompany interest | (1.8 | ) | (1.0 | ) | 2.8 | — | |||||||||
EBITDA | 86.7 | 57.9 | (31.6 | ) | 113.0 | ||||||||||
Intercompany charges | 3.1 | — | (3.1 | ) | — | ||||||||||
Non-cash stock-based compensation | 2.2 | 0.4 | 2.6 | 5.2 | |||||||||||
Acquisition related costs | 1.7 | — | 0.2 | 1.9 | |||||||||||
Securitization interest | — | (13.0 | ) | — | (13.0 | ) | |||||||||
Loss on asset sales | 0.4 | — | — | 0.4 | |||||||||||
Severance | 4.9 | 0.3 | 4.4 | 9.6 | |||||||||||
Foreign currency (gains)/losses | (0.4 | ) | — | 0.7 | 0.3 | ||||||||||
Other | 3.8 | — | 0.8 | 4.6 | |||||||||||
Total addbacks | 15.7 | (12.3 | ) | 5.6 | 9.0 | ||||||||||
Adjusted EBITDA | $ | 102.4 | $ | 45.6 | $ | (26.0 | ) | $ | 122.0 | ||||||
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Three Months Ended December 31, 2018 | |||||||||||||||
(Dollars in millions) | ADESA | AFC | Corporate | Consolidated | |||||||||||
Net income (loss) from continuing operations | $ | 38.1 | $ | 29.5 | $ | (52.5 | ) | $ | 15.1 | ||||||
Add back: | |||||||||||||||
Income taxes | 11.1 | 8.7 | (18.0 | ) | 1.8 | ||||||||||
Interest expense, net of interest income | 0.1 | 16.3 | 34.8 | 51.2 | |||||||||||
Depreciation and amortization | 33.1 | 2.4 | 7.1 | 42.6 | |||||||||||
Intercompany interest | 4.2 | (1.1 | ) | (3.1 | ) | — | |||||||||
EBITDA | 86.6 | 55.8 | (31.7 | ) | 110.7 | ||||||||||
Intercompany charges | 4.3 | — | (4.3 | ) | — | ||||||||||
Non-cash stock-based compensation | 2.4 | 0.6 | 1.5 | 4.5 | |||||||||||
Acquisition related costs | 1.1 | — | 1.0 | 2.1 | |||||||||||
Securitization interest | — | (14.5 | ) | — | (14.5 | ) | |||||||||
Loss on asset sales | 0.4 | — | — | 0.4 | |||||||||||
Severance | 1.7 | 0.1 | 0.1 | 1.9 | |||||||||||
Foreign currency losses | 1.9 | — | 1.8 | 3.7 | |||||||||||
IAA allocated costs | — | — | 1.3 | 1.3 | |||||||||||
Other | 0.4 | — | — | 0.4 | |||||||||||
Total addbacks | 12.2 | (13.8 | ) | 1.4 | (0.2 | ) | |||||||||
Adjusted EBITDA | $ | 98.8 | $ | 42.0 | $ | (30.3 | ) | $ | 110.5 | ||||||
Year Ended December 31, 2019 | |||||||||||||||
(Dollars in millions) | ADESA | AFC | Corporate | Consolidated | |||||||||||
Net income (loss) from continuing operations | $ | 174.3 | $ | 120.0 | $ | (201.9 | ) | $ | 92.4 | ||||||
Add back: | |||||||||||||||
Income taxes | 67.3 | 41.9 | (71.5 | ) | 37.7 | ||||||||||
Interest expense, net of interest income | 2.3 | 63.7 | 120.4 | 186.4 | |||||||||||
Depreciation and amortization | 149.9 | 10.3 | 28.5 | 188.7 | |||||||||||
Intercompany interest | 11.7 | (5.1 | ) | (6.6 | ) | — | |||||||||
EBITDA | 405.5 | 230.8 | (131.1 | ) | 505.2 | ||||||||||
Intercompany charges | 13.5 | — | (13.5 | ) | — | ||||||||||
Non-cash stock-based compensation | 7.8 | 1.6 | 10.9 | 20.3 | |||||||||||
Loss on extinguishment of debt | — | — | 2.2 | 2.2 | |||||||||||
Acquisition related costs | 6.5 | — | 5.7 | 12.2 | |||||||||||
Securitization interest | — | (54.9 | ) | — | (54.9 | ) | |||||||||
Loss on asset sales | 2.1 | — | — | 2.1 | |||||||||||
Severance | 9.1 | 0.4 | 5.8 | 15.3 | |||||||||||
Foreign currency (gains)/losses | (1.5 | ) | — | 0.8 | (0.7 | ) | |||||||||
IAA allocated costs | — | — | 2.3 | 2.3 | |||||||||||
Other | 5.0 | — | 1.0 | 6.0 | |||||||||||
Total addbacks | 42.5 | (52.9 | ) | 15.2 | 4.8 | ||||||||||
Adjusted EBITDA | $ | 448.0 | $ | 177.9 | $ | (115.9 | ) | $ | 510.0 | ||||||
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Year Ended December 31, 2018 | |||||||||||||||
(Dollars in millions) | ADESA | AFC | Corporate | Consolidated | |||||||||||
Net income (loss) from continuing operations | $ | 203.3 | $ | 112.0 | $ | (197.7 | ) | $ | 117.6 | ||||||
Add back: | |||||||||||||||
Income taxes | 69.1 | 35.4 | (70.2 | ) | 34.3 | ||||||||||
Interest expense, net of interest income | 1.0 | 59.3 | 127.0 | 187.3 | |||||||||||
Depreciation and amortization | 127.5 | 16.0 | 28.9 | 172.4 | |||||||||||
Intercompany interest | 19.8 | (3.2 | ) | (16.6 | ) | — | |||||||||
EBITDA | 420.7 | 219.5 | (128.6 | ) | 511.6 | ||||||||||
Intercompany charges | 15.3 | — | (15.3 | ) | — | ||||||||||
Non-cash stock-based compensation | 9.3 | 2.3 | 8.8 | 20.4 | |||||||||||
Acquisition related costs | 4.8 | — | 2.5 | 7.3 | |||||||||||
Securitization interest | — | (51.5 | ) | — | (51.5 | ) | |||||||||
Loss on asset sales | 1.7 | — | — | 1.7 | |||||||||||
Severance | 5.0 | 0.6 | 0.1 | 5.7 | |||||||||||
Foreign currency losses | 1.9 | — | 1.8 | 3.7 | |||||||||||
IAA allocated costs | — | — | 5.2 | 5.2 | |||||||||||
Other | 1.1 | — | — | 1.1 | |||||||||||
Total addbacks | 39.1 | (48.6 | ) | 3.1 | (6.4 | ) | |||||||||
Adjusted EBITDA | $ | 459.8 | $ | 170.9 | $ | (125.5 | ) | $ | 505.2 | ||||||
Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles EBITDA and Adjusted EBITDA to net income (loss) for the periods presented:
Three Months Ended | Twelve Months Ended | ||||||||||||||||||
(Dollars in millions) | March 31, 2019 | June 30, 2019 | September 30, 2019 | December 31, 2019 | December 31, 2019 | ||||||||||||||
Net income (loss) | $ | 77.8 | $ | 55.6 | $ | 35.3 | $ | 19.8 | $ | 188.5 | |||||||||
Less: Income from discontinued operations | 62.5 | 28.2 | 0.9 | 4.5 | 96.1 | ||||||||||||||
Income from continuing operations | 15.3 | 27.4 | 34.4 | 15.3 | 92.4 | ||||||||||||||
Add back: | |||||||||||||||||||
Income taxes | 6.5 | 8.7 | 13.2 | 9.3 | 37.7 | ||||||||||||||
Interest expense, net of interest income | 55.9 | 55.0 | 37.2 | 38.3 | 186.4 | ||||||||||||||
Depreciation and amortization | 44.3 | 47.9 | 46.4 | 50.1 | 188.7 | ||||||||||||||
EBITDA | 122.0 | 139.0 | 131.2 | 113.0 | 505.2 | ||||||||||||||
Non-cash stock-based compensation | 6.6 | 4.0 | 4.5 | 5.2 | 20.3 | ||||||||||||||
Loss on extinguishment of debt | — | — | 2.2 | — | 2.2 | ||||||||||||||
Acquisition related costs | 3.9 | 3.7 | 2.7 | 1.9 | 12.2 | ||||||||||||||
Securitization interest | (14.8 | ) | (13.8 | ) | (13.3 | ) | (13.0 | ) | (54.9 | ) | |||||||||
Loss on asset sales | 0.5 | 0.4 | 0.8 | 0.4 | 2.1 | ||||||||||||||
Severance | 3.7 | 1.1 | 0.9 | 9.6 | 15.3 | ||||||||||||||
Foreign currency (gains)/losses | (0.6 | ) | — | (0.4 | ) | 0.3 | (0.7 | ) | |||||||||||
IAA allocated costs | 1.4 | 0.9 | — | — | 2.3 | ||||||||||||||
Other | 0.2 | 0.6 | 0.6 | 4.6 | 6.0 | ||||||||||||||
Total addbacks | 0.9 | (3.1 | ) | (2.0 | ) | 9.0 | 4.8 | ||||||||||||
Adjusted EBITDA | $ | 122.9 | $ | 135.9 | $ | 129.2 | $ | 122.0 | $ | 510.0 | |||||||||
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Summary of Cash Flows
Year Ended December 31, | |||||||
(Dollars in millions) | 2019 | 2018 | |||||
Net cash provided by (used by): | |||||||
Operating activities - continuing operations | $ | 380.8 | $ | 438.6 | |||
Operating activities - discontinued operations | 161.2 | 284.3 | |||||
Investing activities - continuing operations | (415.0 | ) | (315.1 | ) | |||
Investing activities - discontinued operations | (37.4 | ) | (66.1 | ) | |||
Financing activities - continuing operations | (1,163.8 | ) | (315.8 | ) | |||
Financing activities - discontinued operations | 1,317.6 | (4.3 | ) | ||||
Effect of exchange rate on cash | 12.8 | (20.4 | ) | ||||
Net increase in cash, cash equivalents and restricted cash | $ | 256.2 | $ | 1.2 | |||
Cash flow from operating activities (continuing operations) was $380.8 million for the year ended December 31, 2019, compared with $438.6 million for the year ended December 31, 2018. The decrease in operating cash flow was primarily attributable to changes in operating assets and liabilities as a result of the timing of collections and the disbursement of funds to consignors for auctions held near period-ends, as well as decreased profitability, partially offset by a net increase in non-cash item adjustments.
Net cash used by investing activities (continuing operations) was $415.0 million for the year ended December 31, 2019, compared with $315.1 million for the year ended December 31, 2018. The increase in net cash used by investing activities was primarily attributable to:
• | an increase in cash used for acquisitions of approximately $75.5 million; and |
• | an increase in cash used for capital expenditures of approximately $30.3 million; |
partially offset by:
• | a net decrease in finance receivables held for investment of approximately $5.9 million. |
Net cash used by financing activities (continuing operations) was $1,163.8 million for the year ended December 31, 2019, compared with $315.8 million for the year ended December 31, 2018. The increase in net cash used by financing activities was primarily attributable to:
• | an increase in net payments on debt of approximately $784.4 million. The Company used net cash provided by financing activities from discontinued operations (cash received from IAA in the Separation) to prepay approximately $1.3 billion of its term loan debt in the second quarter of 2019. In addition, in the third quarter of 2019, the Company refinanced the outstanding Term Loan B-4 and Term Loan B-5 and repaid the remaining amount on the 2017 Revolving Credit Facility with the new Term Loan B-6; |
• | a net decrease in the obligations collateralized by finance receivables of approximately $97.6 million; and |
• | an increase in cash transferred to IAA in connection with the Separation of $50.9 million; |
partially offset by:
• | a decrease in common stock repurchases of approximately $30.3 million; |
• | a decrease in dividends paid to stockholders of approximately $24.0 million; |
• | a $19.3 million increase in borrowings from the lines of credit; and |
• | a smaller decrease in book overdrafts in 2019 compared with 2018 of approximately $16.0 million. |
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Capital Expenditures
Capital expenditures for the years ended December 31, 2019 and 2018 approximated $161.6 million and $131.3 million, respectively. Capital expenditures were funded primarily from internally generated funds. We continue to invest in our core information technology capabilities and capacity expansion. Capital expenditures are expected to be approximately $135 million for fiscal year 2020. Approximately half of the 2020 capital expenditures are expected to relate to technology-based investments, including improvements in information technology systems and infrastructure. Other anticipated capital expenditures are primarily attributable to improvements and expansion at the Company's facilities. Future capital expenditures could vary substantially based on capital project timing, the opening of new auction facilities, capital expenditures related to acquired businesses and the initiation of new information systems projects to support our business strategies.
Dividends
Subject to board of director approval, we expect to pay a quarterly dividend of $0.19 per share using cash flow from operations, representing an annualized dividend of $0.76 per share. The following dividend information has been released for 2019 and 2020:
• | On February 18, 2020, the Company announced a cash dividend of $0.19 per share that is payable on April 3, 2020, to stockholders of record at the close of business on March 20, 2020. |
• | On November 5, 2019, the Company announced a cash dividend of $0.19 per share that was paid on January 3, 2020, to stockholders of record at the close of business on December 20, 2019. |
• | On August 6, 2019, the Company announced a cash dividend of $0.19 per share that was paid on October 3, 2019, to stockholders of record at the close of business on September 20, 2019. |
• | On May 7, 2019, the Company announced a cash dividend of $0.35 per share that was paid on June 17, 2019, to stockholders of record at the close of business on June 3, 2019. |
• | On February 19, 2019, the Company announced a cash dividend of $0.35 per share that was paid on April 4, 2019, to stockholders of record at the close of business on March 22, 2019. |
Future dividend decisions will be based on and affected by a variety of factors, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in our Credit Agreement and AFC's securitization facilities and the indenture governing our senior notes, capital requirements and other factors that our board of directors deems relevant. No assurance can be given as to whether any future dividends may be declared by our board of directors or the amount thereof.
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 expanded hail catastrophe response services.
In January 2019, the Company also 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 physical, 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
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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.
Recent Developments
In January 2020, the Company entered into pay-fixed interest rate swaps with a notional amount of $500 million to swap variable rate interest payments under its term loan for fixed interest payments bearing a weighted average interest rate of 1.44%. The interest rate swaps have a five-year term, each maturing on January 23, 2025.
Contractual Obligations
The table below sets forth a summary of our contractual debt and lease obligations as of December 31, 2019. Some of the figures included in this table are based on management's estimates and assumptions about these obligations, including their duration, the possibility of renewal and other factors. Because these estimates and assumptions are necessarily subjective, the obligations we may actually pay in future periods could vary from those reflected in the table. The following summarizes our contractual cash obligations as of December 31, 2019 (in millions):
Payments Due by Period | |||||||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1 - 3 Years | 4 - 5 Years | More than 5 Years | ||||||||||||||
Long-term debt | |||||||||||||||||||
$325 million Revolving Credit Facility | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||
Term Loan B-6 (a) | 947.6 | 9.5 | 19.0 | 19.0 | 900.1 | ||||||||||||||
Senior notes (a) | 950.0 | — | — | — | 950.0 | ||||||||||||||
European lines of credit | 19.3 | 19.3 | — | — | — | ||||||||||||||
Finance lease obligations (b) | 29.2 | 14.5 | 14.3 | 0.4 | — | ||||||||||||||
Interest payments relating to long-term debt (c) | 518.6 | 88.0 | 174.4 | 172.6 | 83.6 | ||||||||||||||
Operating leases (d) | 543.0 | 57.2 | 105.8 | 96.9 | 283.1 | ||||||||||||||
Other long-term liabilities | 25.1 | 9.1 | 16.0 | — | — | ||||||||||||||
Total contractual cash obligations | $ | 3,032.8 | $ | 197.6 | $ | 329.5 | $ | 288.9 | $ | 2,216.8 | |||||||||
________________________________________
(a) | The table assumes the long-term debt is held to maturity. |
(b) | We have entered into finance leases for furniture, fixtures, equipment and software. The amounts include the interest portion of the finance leases. Future finance lease obligations would change if we entered into additional finance lease agreements. |
(c) | Interest payments on long-term debt are projected based on the contractual rates of the debt securities. Interest rates for the variable rate term debt instruments were held constant at rates as of December 31, 2019. |
(d) | Operating leases are entered into in the normal course of business. We lease most of our auction facilities, as well as other property and equipment under operating leases. Some lease agreements contain options to renew the lease or purchase the leased property. Future operating lease obligations would change if the renewal options were exercised and/or if we entered into additional operating lease agreements. |
Critical Accounting Estimates
In preparing the financial statements in accordance with U.S. generally accepted accounting principles, management must often make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Some of those judgments can be subjective and complex. Consequently, actual results could differ from those estimates. Accounting measurements that management believes are most critical to the reported results of our operations and financial condition include: (1) allowance for credit losses; (2) business combinations; (3) goodwill and other intangible assets; and (4) legal proceedings and other loss contingencies.
In addition to the critical accounting estimates, there are other items used in the preparation of the consolidated financial statements that require estimation, but are not deemed critical. Changes in estimates used in these and other items could have a material impact on our financial statements.
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We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. In cases where management estimates are used, they are based on historical experience, information from third-party professionals, and various other assumptions believed to be reasonable. In addition, our most significant accounting policies are discussed in Note 2 and elsewhere in the notes to the consolidated financial statements for the year ended December 31, 2019, which are included in this Annual Report on Form 10-K.
Allowance for Credit Losses
We maintain an allowance for credit losses for estimated losses resulting from the inability of customers to make required payments. Delinquencies and losses are monitored on an ongoing basis and this historical experience provides the primary basis for estimating the allowance. 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 approximately 70,000 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. Actual losses may differ from the original estimates due to actual results varying from those assumed in our estimates.
As a measure of sensitivity, if we had experienced a 10% increase in net charge-offs of finance receivables for the year ended December 31, 2019, our provision for credit losses would have increased by approximately $3.4 million in 2019.
Business Combinations
When we acquire businesses, we estimate and recognize the fair values of tangible assets acquired, liabilities assumed and identifiable intangible assets acquired. The excess of the purchase consideration over the fair values of identifiable assets and liabilities is recorded as goodwill. The purchase accounting process requires management to make significant estimates and assumptions in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets and contingent consideration.
Critical estimates are often developed using valuation models that are based on historical experience and information obtained from the management of the acquired companies. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, growth rates, the appropriate weighted-average cost of capital and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which could affect the accuracy or validity of such estimates. Depending on the facts and circumstances, we may engage an independent valuation expert to assist in valuing significant assets and liabilities.
Goodwill and Other Intangible Assets
We assess goodwill for impairment annually during the second quarter or more frequently if events or changes in circumstances indicate that impairment may exist. Important factors that could trigger an impairment review include significant under-performance relative to historical or projected future operating results; significant negative industry or economic trends; and our market valuation relative to our book value. When evaluating goodwill for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that a reporting unit’s fair value is not more likely than not greater than its carrying value, then we calculate the estimated fair value of the reporting unit using discounted cash flows and market approaches.
When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for a reporting unit in a given year is influenced by a number of factors, including the size of the reporting unit’s goodwill, the significance of the excess of the reporting unit’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments and the date of acquisition. If we perform a quantitative assessment of a reporting unit’s goodwill, our impairment calculations contain uncertainties because they require management to make assumptions and apply judgment when estimating future cash flows and earnings, including projected revenue growth and operating expenses related to existing businesses, as well as utilizing valuation multiples of similar publicly traded companies and selecting an appropriate discount rate based on the estimated cost of capital that reflects the risk profile of the related business. Estimates of revenue growth and operating expenses are based on internal projections considering the reporting unit’s past performance and forecasted growth, strategic initiatives and changes in economic conditions. These estimates, as well as the selection of comparable companies and valuation multiples used in the market approach are highly subjective, and our
52
ability to realize the future cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies. In 2019, we performed a qualitative impairment assessment for our reporting units. Based on our goodwill assessments, the Company has not identified a reporting unit for which the goodwill was impaired in 2019, 2018 or 2017.
As with goodwill, we assess indefinite-lived tradenames for impairment annually during the second quarter or more frequently if events or changes in circumstances indicate that impairment may exist. When assessing indefinite-lived tradenames for impairment using a qualitative assessment, we evaluate if changes in events or circumstances have occurred that indicate that impairment may exist. If we do not perform a qualitative impairment assessment or if changes in events and circumstances indicate that a quantitative assessment should be performed, management is required to calculate the fair value of the tradename asset group. The fair value calculation includes estimates of revenue growth, which are based on past performance and internal projections for the tradename asset group's forecasted growth, and royalty rates, which are adjusted for our particular facts and circumstances. The discount rate is selected based on the estimated cost of capital that reflects the risk profile of the related business. These estimates are highly subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.
We review other intangible assets for possible impairment whenever circumstances indicate that their carrying amount may not be recoverable. If it is determined that the carrying amount of an other intangible asset exceeds the total amount of the estimated undiscounted future cash flows from that asset, we would recognize a loss to the extent that the carrying amount exceeds the fair value of the asset. Management judgment is involved in both deciding if testing for recovery is necessary and in estimating undiscounted cash flows. Our impairment analysis is based on the current business strategy, expected growth rates and estimated future economic conditions.
Legal Proceedings and Other Loss Contingencies
We are subject to the possibility of various legal proceedings and other loss contingencies, many involving litigation incidental to the business and a variety of environmental laws and regulations. Litigation and other loss contingencies are subject to inherent uncertainties and the outcomes of such matters are often very difficult to predict and generally are resolved over long periods of time. We consider 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. Estimating probable losses requires the analysis of multiple possible outcomes that often are dependent on the judgment about potential actions by third parties. Contingencies are recorded in the consolidated financial statements, or otherwise disclosed, in accordance with ASC 450, Contingencies. We accrue for an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management regularly evaluates current information available to determine whether accrual amounts should be adjusted. 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.
Off-Balance Sheet Arrangements
As of December 31, 2019, we had no off-balance sheet arrangements pursuant to Item 303(a)(4) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
New Accounting Standards
For a description of new accounting standards that could affect the Company, reference the "New Accounting Standards" section of Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency
Our foreign currency exposure is limited and arises from transactions denominated in foreign currencies, particularly intercompany loans, as well as from translation of the results of operations from our Canadian and, to a much lesser extent, United Kingdom, Continental Europe and Mexican subsidiaries. However, fluctuations between U.S. and non-U.S. currency values may adversely affect our results of operations and financial position. We have not entered into any foreign exchange contracts to hedge changes in the Canadian dollar, British pound, euro or Mexican peso. Canadian currency translation negatively affected net income by approximately $0.6 million for the year ended December 31, 2019 and positively affected net income by approximately $0.4 million for the year ended December 31, 2018. A 1% decrease in the average Canadian exchange rate for the year ended December 31, 2019 would have impacted net income by approximately $0.3 million. Currency exposure of our U.K., Continental Europe and Mexican operations is not material to the results of operations.
Interest Rates
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 cap agreements to manage our exposure to interest rate changes. We have not designated any of the 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.
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. We paid an aggregate amount of approximately $1.0 million for the caps in August 2017.
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 paid an aggregate amount of approximately $0.7 million for the caps in April 2017.
Taking our interest rate caps into account, a sensitivity analysis of the impact on our variable rate corporate debt instruments to a hypothetical 100 basis point increase in short-term rates (LIBOR) for the year ended December 31, 2019 would have resulted in an increase in interest expense of approximately $6.1 million.
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Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page | |
KAR Auction Services, Inc. | |
55
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial and accounting officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and include those policies and procedures that:
• | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; |
• | Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and |
• | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2019, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2019. During our assessment, we did not identify any material weaknesses in our internal control over financial reporting.
We have excluded the Dent-ology and CarsOnTheWeb acquisitions from our assessment of internal control over financial reporting as of December 31, 2019 because we are continuing to integrate the acquisitions into our corporate processes. The total assets of the 2019 acquisitions represent 3.3% and the total revenues of the 2019 acquisitions represent 6.9% of the related consolidated financial statement amounts as of and for the year ended December 31, 2019. No potential internal control changes due to new acquisitions would be considered material to, or are reasonably likely to materially affect, our internal control over financial reporting.
KPMG LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended December 31, 2019, also audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2019 as stated in their report included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
/s/ JAMES P. HALLETT |
James P. Hallett Chief Executive Officer (Principal Executive Officer) |
/s/ ERIC M. LOUGHMILLER |
Eric M. Loughmiller Chief Financial Officer (Principal Financial and Accounting Officer) |
56
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
KAR Auction Services, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of KAR Auction Services, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired CarsOnTheWeb and Dent-ology (“2019 acquisitions”) during 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, the 2019 acquisitions’ internal control over financial reporting associated with total assets of 3.3% and total revenues of 6.9% of the related amounts included in the consolidated financial statements of the Company as of and for the year ended December 31, 2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the 2019 acquisitions.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, effective January 1, 2019, the Company has changed its method of accounting for leases due to the adoption of Financial Accounting Standards Board Accounting Standard Codification Topic 842: Leases.
As discussed in Note 2 to the consolidated financial statements, effective January 1, 2018, the Company has changed its method of accounting for revenue from contracts with customers due to the adoption of Financial Accounting Standards Board Accounting Standard Codification Topic 606: Revenue from Contracts with Customers.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
57
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of qualitative risk factors in the allowance for credit losses
As discussed in Note 7 to the consolidated financial statements, the Company’s allowance for credit losses of $15 million at December 31, 2019 relates to the loans collectively evaluated for impairment (ACL). The Company estimates the allowance for credit losses using a methodology that first considers the historical loss rates calculated using recorded charge-offs and recoveries over a historical period as well as delinquencies as the primary quantitative factors. The Company’s methodology also considers qualitative risk factors that allow management to adjust its estimates of losses based on the most recent information available.
We identified the assessment of qualitative risk factors as a critical audit matter. Due to significant measurement uncertainty, such assessment required complex and subjective auditor judgment, including knowledge and experience in the industry. This judgment includes evaluating the qualitative framework and related risk factors, including lending policies and procedures, economic and business conditions, as well as the effect of other external and internal factors.
The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the (1) development and approval of the overall allowance for credit losses methodology, which includes the qualitative framework and related risk factors and (2) determination of the qualitative risk factor adjustments. We tested the Company’s process to develop the qualitative framework and related risk factors. Specifically, we tested the sources of data, factors, and assumptions that the Company used by considering whether they are relevant and reliable, and whether additional factors and alternative assumptions should be used. Further, we evaluated trends in the total ACL, including the qualitative factor adjustments, for consistency with trends in the Company’s historical loan portfolio growth and credit performance. We involved credit risk professionals with specialized industry knowledge and experience who assisted in evaluating (1) the Company’s overall allowance for credit losses methodology, which included the qualitative framework and related risk factors, for compliance with U.S. generally accepted accounting principles and (2) the qualitative risk factors and their relationship to the quantitative model and how those factors address recent information not captured in the quantitative model.
Fair value measurement of the contingent consideration liability related to the CarsOnTheWeb acquisition
As discussed in Note 3 to the consolidated financial statements, the initial fair value of the contingent consideration liability related to the CarsOnTheWeb acquisition was $29.3 million. The contingent consideration liability was recognized at fair value on the date of acquisition and is re-measured each reporting period. The estimate of the fair value of the contingent consideration was determined using an option pricing valuation model (“the model”) and
58
required the Company to make significant estimates and assumptions related to the acquired entity’s future earnings before interest, income taxes, depreciation and amortization (EBITDA) and discount rates (“estimates and assumptions”).
We identified the initial fair value measurement of the contingent consideration liability as a critical audit matter because it involved a high degree of subjectivity and audit effort. Specifically, the testing and evaluation of the Company’s model required the involvement of professionals with specialized skill and knowledge. In addition, complex and challenging auditor judgment was required in evaluating the internally-developed estimates and assumptions used in the model because there was limited observable market information.
The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the acquisition-date valuation process for contingent consideration, including controls over the model and related estimates and assumptions. We evaluated the significant EBITDA assumptions used in the model by comparing them to historical company specific results, evaluating for consistency with external market data, and assessing whether these assumptions were consistent with evidence obtained in other areas of the audit. Finally, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the Company’s selection of a valuation model for the contingent consideration, (2) evaluating the discount rate used by comparing it against ranges that were independently developed using publicly available market data for comparable entities, and (3) developing an independent estimate of the initial fair value of the contingent consideration liability using an option pricing valuation model and an independently developed discount rate. We compared the results of our valuation professional’s estimate of fair value for the contingent consideration liability to the Company’s fair value estimate.
/s/ KPMG LLP
We have served as the Company's auditor since 2007.
Indianapolis, Indiana
February 19, 2020
59
KAR Auction Services, Inc.
Consolidated Statements of Income
(In millions, except per share data)
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Operating revenues | |||||||||||
Auction fees and services revenue | $ | 2,133.5 | $ | 1,985.1 | $ | 1,841.8 | |||||
Purchased vehicle sales | 295.5 | 116.8 | 95.7 | ||||||||
Finance-related revenue | 352.9 | 340.9 | 301.3 | ||||||||
Total operating revenues | 2,781.9 | 2,442.8 | 2,238.8 | ||||||||
Operating expenses | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 1,617.1 | 1,321.5 | 1,209.1 | ||||||||
Selling, general and administrative | 662.0 | 608.8 | 531.7 | ||||||||
Depreciation and amortization | 188.7 | 172.4 | 171.5 | ||||||||
Total operating expenses | 2,467.8 | 2,102.7 | 1,912.3 | ||||||||
Operating profit | 314.1 | 340.1 | 326.5 | ||||||||
Interest expense | 189.5 | 191.2 | 163.2 | ||||||||
Other income, net | (7.7 | ) | (3.0 | ) | (1.0 | ) | |||||
Loss on extinguishment of debt | 2.2 | — | 27.5 | ||||||||
Gain on previously held equity interest value | — | — | (21.6 | ) | |||||||
Income from continuing operations before income taxes | 130.1 | 151.9 | 158.4 | ||||||||
Income taxes | 37.7 | 34.3 | (15.6 | ) | |||||||
Income from continuing operations | $ | 92.4 | $ | 117.6 | $ | 174.0 | |||||
Income from discontinued operations, net of income taxes | 96.1 | 210.4 | 188.0 | ||||||||
Net income | $ | 188.5 | $ | 328.0 | $ | 362.0 | |||||
Net income per share - basic | |||||||||||
Income from continuing operations | $ | 0.70 | $ | 0.88 | $ | 1.28 | |||||
Income from discontinued operations | 0.73 | 1.56 | 1.38 | ||||||||
Net income | $ | 1.43 | $ | 2.44 | $ | 2.66 | |||||
Net income per share - diluted | |||||||||||
Income from continuing operations | $ | 0.70 | $ | 0.87 | $ | 1.26 | |||||
Income from discontinued operations | 0.72 | 1.55 | 1.36 | ||||||||
Net income | $ | 1.42 | $ | 2.42 | $ | 2.62 | |||||
Dividends declared per common share | $ | 1.08 | $ | 1.40 | $ | 1.31 | |||||
See accompanying notes to consolidated financial statements
60
KAR Auction Services, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Net income | $ | 188.5 | $ | 328.0 | $ | 362.0 | |||||
Other comprehensive income (loss) | |||||||||||
Foreign currency translation gain (loss) | 19.9 | (36.1 | ) | 24.1 | |||||||
Comprehensive income | $ | 208.4 | $ | 291.9 | $ | 386.1 | |||||
See accompanying notes to consolidated financial statements
61
KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions)
December 31, | |||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 507.6 | $ | 277.1 | |||
Restricted cash | 53.3 | 27.6 | |||||
Trade receivables, net of allowances of $9.5 and $8.7 | 457.5 | 454.6 | |||||
Finance receivables, net of allowances of $15.0 and $14.0 | 2,100.2 | 2,000.8 | |||||
Other current assets | 125.9 | 100.6 | |||||
Current assets, discontinued operations | — | 453.5 | |||||
Total current assets | 3,244.5 | 3,314.2 | |||||
Other assets | |||||||
Goodwill | 1,821.7 | 1,676.9 | |||||
Customer relationships, net of accumulated amortization of $637.4 and $587.0 | 207.9 | 227.4 | |||||
Other intangible assets, net of accumulated amortization of $292.4 and $255.3 | 298.5 | 272.4 | |||||
Operating lease right-of-use assets | 364.1 | — | |||||
Other assets | 35.5 | 31.0 | |||||
Non-current assets, discontinued operations | — | 1,053.3 | |||||
Total other assets | 2,727.7 | 3,261.0 | |||||
Property and equipment, net of accumulated depreciation of $534.3 and $467.5 | 609.0 | 631.0 | |||||
Total assets | $ | 6,581.2 | $ | 7,206.2 | |||
See accompanying notes to consolidated financial statements
62
KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data)
December 31, | |||||||
2019 | 2018 | ||||||
Liabilities and Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 704.6 | $ | 691.3 | |||
Accrued employee benefits and compensation expenses | 72.7 | 72.8 | |||||
Accrued interest | 7.9 | 7.9 | |||||
Other accrued expenses | 216.9 | 132.8 | |||||
Income taxes payable | 1.1 | 0.7 | |||||
Dividends payable | 24.5 | 46.5 | |||||
Obligations collateralized by finance receivables | 1,461.2 | 1,445.3 | |||||
Current maturities of long-term debt | 28.8 | 13.1 | |||||
Current liabilities, discontinued operations | — | 214.4 | |||||
Total current liabilities | 2,517.7 | 2,624.8 | |||||
Non-current liabilities | |||||||
Long-term debt | 1,861.3 | 2,654.3 | |||||
Deferred income tax liabilities | 134.5 | 125.3 | |||||
Operating lease liabilities | 358.3 | — | |||||
Other liabilities | 59.2 | 71.6 | |||||
Non-current liabilities, discontinued operations | — | 266.0 | |||||
Total non-current liabilities | 2,413.3 | 3,117.2 | |||||
Commitments and contingencies (Note 17) | |||||||
Stockholders' equity | |||||||
Preferred stock, $0.01 par value: | |||||||
Authorized shares: 100,000,000 | |||||||
Issued shares: none | — | — | |||||
Common stock, $0.01 par value: | |||||||
Authorized shares: 400,000,000 | |||||||
Issued and outstanding shares: | |||||||
128,833,452 (2019) | |||||||
132,887,029 (2018) | 1.3 | 1.3 | |||||
Additional paid-in capital | 1,028.9 | 1,131.9 | |||||
Retained earnings | 651.0 | 392.3 | |||||
Accumulated other comprehensive loss | (31.0 | ) | (61.3 | ) | |||
Total stockholders' equity | 1,650.2 | 1,464.2 | |||||
Total liabilities and stockholders' equity | $ | 6,581.2 | $ | 7,206.2 | |||
See accompanying notes to consolidated financial statements
63
KAR Auction Services, Inc.
Consolidated Statements of Stockholders' Equity
(In millions)
Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||
Balance at December 31, 2016 | 136.6 | $ | 1.4 | $ | 1,371.1 | $ | 74.1 | $ | (49.3 | ) | $ | 1,397.3 | ||||||||||
Net income | 362.0 | 362.0 | ||||||||||||||||||||
Other comprehensive income | 24.1 | 24.1 | ||||||||||||||||||||
Issuance of common stock under stock plans | 1.1 | 11.4 | 11.4 | |||||||||||||||||||
Surrender of RSUs for taxes | (0.1 | ) | (5.9 | ) | (5.9 | ) | ||||||||||||||||
Stock-based compensation expense | 24.2 | 24.2 | ||||||||||||||||||||
Repurchase and retirement of common stock | (3.3 | ) | (0.1 | ) | (149.9 | ) | (150.0 | ) | ||||||||||||||
Dividends earned under stock plans | 0.9 | (0.9 | ) | — | ||||||||||||||||||
Cash dividends declared to stockholders ($1.31 per share) | (178.2 | ) | (178.2 | ) | ||||||||||||||||||
Balance at December 31, 2017 | 134.3 | 1.3 | 1,251.8 | 257.0 | (25.2 | ) | 1,484.9 | |||||||||||||||
Cumulative effect adjustment for adoption of ASC Topic 606, net of tax | (3.0 | ) | (3.0 | ) | ||||||||||||||||||
Net income | 328.0 | 328.0 | ||||||||||||||||||||
Other comprehensive loss | (36.1 | ) | (36.1 | ) | ||||||||||||||||||
Issuance of common stock under stock plans | 1.5 | 15.0 | 15.0 | |||||||||||||||||||
Surrender of RSUs for taxes | (0.2 | ) | (10.2 | ) | (10.2 | ) | ||||||||||||||||
Stock-based compensation expense | 23.4 | 23.4 | ||||||||||||||||||||
Repurchase and retirement of common stock | (2.7 | ) | (150.0 | ) | (150.0 | ) | ||||||||||||||||
Dividends earned under stock plans | 1.9 | (1.9 | ) | — | ||||||||||||||||||
Cash dividends declared to stockholders ($1.40 per share) | (187.8 | ) | (187.8 | ) | ||||||||||||||||||
Balance at December 31, 2018 | 132.9 | 1.3 | 1,131.9 | 392.3 | (61.3 | ) | 1,464.2 | |||||||||||||||
Cumulative effect adjustment for adoption of ASC Topic 842, net of tax | 1.1 | 1.1 | ||||||||||||||||||||
Net income | 188.5 | 188.5 | ||||||||||||||||||||
Other comprehensive income | 19.9 | 19.9 | ||||||||||||||||||||
Issuance of common stock under stock plans | 0.9 | 4.3 | 4.3 | |||||||||||||||||||
Surrender of RSUs for taxes | (0.2 | ) | (10.8 | ) | (10.8 | ) | ||||||||||||||||
Stock-based compensation expense | 21.4 | 21.4 | ||||||||||||||||||||
Repurchase and retirement of common stock | (4.8 | ) | (119.7 | ) | (119.7 | ) | ||||||||||||||||
Distribution of IAA | 213.2 | 10.4 | 223.6 | |||||||||||||||||||
Dividends earned under stock plans | 1.8 | (1.8 | ) | — | ||||||||||||||||||
Cash dividends declared to stockholders ($1.08 per share) | (142.3 | ) | (142.3 | ) | ||||||||||||||||||
Balance at December 31, 2019 | 128.8 | $ | 1.3 | $ | 1,028.9 | $ | 651.0 | $ | (31.0 | ) | $ | 1,650.2 | ||||||||||
See accompanying notes to consolidated financial statements
64
KAR Auction Services, Inc.
Consolidated Statements of Cash Flows
(In millions)
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Operating activities | |||||||||||
Net income | $ | 188.5 | $ | 328.0 | $ | 362.0 | |||||
Net income from discontinued operations | (96.1 | ) | (210.4 | ) | (188.0 | ) | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 188.7 | 172.4 | 171.5 | ||||||||
Provision for credit losses | 40.1 | 36.9 | 37.9 | ||||||||
Deferred income taxes | (3.3 | ) | 3.0 | (72.3 | ) | ||||||
Amortization of debt issuance costs | 12.2 | 10.6 | 10.4 | ||||||||
Stock-based compensation | 19.6 | 19.6 | 20.4 | ||||||||
Loss (gain) on disposal of fixed assets | 0.2 | — | (0.3 | ) | |||||||
Loss on extinguishment of debt | 2.2 | — | 27.5 | ||||||||
Gain on previously held equity interest value | — | — | (21.6 | ) | |||||||
Other non-cash, net | 11.9 | (0.4 | ) | 7.1 | |||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Trade receivables and other assets | (3.0 | ) | (49.0 | ) | 4.1 | ||||||
Accounts payable and accrued expenses | 19.8 | 127.9 | 0.6 | ||||||||
Net cash provided by operating activities - continuing operations | 380.8 | 438.6 | 359.3 | ||||||||
Net cash provided by operating activities - discontinued operations | 161.2 | 284.3 | 238.2 | ||||||||
Investing activities | |||||||||||
Net increase in finance receivables held for investment | (132.7 | ) | (138.6 | ) | (148.5 | ) | |||||
Acquisition of businesses (net of cash acquired) | (120.7 | ) | (45.2 | ) | (72.4 | ) | |||||
Purchases of property, equipment and computer software | (161.6 | ) | (131.3 | ) | (97.3 | ) | |||||
Advance to equity method investee | — | — | (5.0 | ) | |||||||
Net cash used by investing activities - continuing operations | (415.0 | ) | (315.1 | ) | (323.2 | ) | |||||
Net cash used by investing activities - discontinued operations | (37.4 | ) | (66.1 | ) | (55.1 | ) | |||||
Financing activities | |||||||||||
Net decrease in book overdrafts | (4.7 | ) | (20.7 | ) | (1.5 | ) | |||||
Net increase (decrease) in borrowings from lines of credit | 19.3 | — | (80.5 | ) | |||||||
Net increase in obligations collateralized by finance receivables | 3.8 | 101.4 | 65.0 | ||||||||
Proceeds from long-term debt | 947.6 | — | 2,717.0 | ||||||||
Payments for debt issuance costs/amendments | (14.1 | ) | (12.5 | ) | (22.6 | ) | |||||
Payments on long-term debt | (1,749.0 | ) | (17.0 | ) | (2,436.7 | ) | |||||
Payments on finance leases | (15.9 | ) | (15.4 | ) | (13.3 | ) | |||||
Payments of contingent consideration and deferred acquisition costs | (9.4 | ) | (18.1 | ) | (7.0 | ) | |||||
Initial net investment for interest rate caps | — | — | (1.7 | ) | |||||||
Issuance of common stock under stock plans | 4.3 | 15.0 | 11.4 | ||||||||
Tax withholding payments for vested RSUs | (10.8 | ) | (10.2 | ) | (5.9 | ) | |||||
Repurchase and retirement of common stock | (119.7 | ) | (150.0 | ) | (150.0 | ) | |||||
Dividends paid to stockholders | (164.3 | ) | (188.3 | ) | (174.8 | ) | |||||
Cash transferred to IAA | (50.9 | ) | — | — | |||||||
Net cash used by financing activities - continuing operations | (1,163.8 | ) | (315.8 | ) | (100.6 | ) | |||||
Net cash provided by (used by) financing activities - discontinued operations | 1,317.6 | (4.3 | ) | (7.0 | ) | ||||||
Effect of exchange rate changes on cash | 12.8 | (20.4 | ) | 14.0 | |||||||
Net increase in cash, cash equivalents and restricted cash | 256.2 | 1.2 | 125.6 | ||||||||
Cash, cash equivalents and restricted cash at beginning of period | 304.7 | 303.5 | 177.9 | ||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 560.9 | $ | 304.7 | $ | 303.5 | |||||
Cash paid for interest, net of proceeds from interest rate caps | $ | 170.0 | $ | 180.8 | $ | 147.1 | |||||
Cash paid for taxes, net of refunds - continuing operations | $ | 37.8 | $ | 57.9 | $ | 70.1 | |||||
Cash paid for taxes, net of refunds - discontinued operations | $ | 41.4 | $ | 64.0 | $ | 55.9 | |||||
See accompanying notes to consolidated financial statements
65
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements
December 31, 2019, 2018 and 2017
Note 1—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"), 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.; |
• | "Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014, as amended on March 9, 2016, May 31, 2017 and September 19, 2019, among KAR Auction Services, 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 outstanding at December 31, 2019); |
• | "Term Loan B-2" refers to the senior secured term loan B-2 facility, the terms of which are set forth in the Credit Agreement; |
• | "Term Loan B-3" refers to the senior secured term loan B-3 facility, the terms of which are set forth in the Credit Agreement; |
• | "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; |
• | "2016 Revolving Credit Facility" refers to the $300 million, senior secured revolving credit 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, the terms of which are set forth in the Credit Agreement. |
66
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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, 2019, we have a North American network of 74 ADESA whole car auction sites and we also offer online auctions. ADESA also includes TradeRev, an online automotive remarketing system 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 physical, online or hybrid auctions, which permit Internet buyers to participate in physical auctions. ADESA's online service offerings include customized private label solutions powered with software developed by its wholly-owned subsidiary, Openlane, that allow our institutional consignors (automobile manufacturers, captive finance companies and other institutions) to offer vehicles via the Internet prior to arrival at the physical auction. 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 121 locations throughout the United States and Canada as of December 31, 2019. Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, TradeRev, other used vehicle and salvage auctions and non-auction purchases. In addition to floorplan financing, AFC also provides independent used vehicle dealers with other related services and products, such as vehicle service contracts.
Note 2—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.
Reclassifications
ADESA Auction Services' revenue reported in the consolidated statements of income for the years ended December 31, 2018 and 2017 has been reclassified between "Auction fees and services revenue" and "Purchased vehicle sales" in the consolidated statement of income to conform with the presentation for the year ended December 31, 2019.
In addition, certain amounts reported in the consolidated financial statements and related notes prior to June 2019 have been reclassified to discontinued operations to reflect the spin-off of the Company's former salvage auction business. Likewise, certain amounts reported for segment results in the consolidated financial statements prior to June 2019 have been reclassified to conform to the discontinued operations presentation. See Note 4 for a discussion of discontinued operations.
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.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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 have used interest rate caps 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 assets" on the consolidated balance sheet. We have not designated any of the interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate derivatives are recognized as "Interest expense" in the consolidated statement of income.
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, net" and resulted in a gain of $0.7 million for the year ended December 31, 2019, a loss of $3.7 million for the year ended December 31, 2018 and a gain of $0.4 million effect for the year ended December 31, 2017. 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 percent of total receivables sold to its securitization facility. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreements. AFC also maintains other cash reserves from time to time associated with its banking and vehicle service contract program insurance relationships. 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 institutional sellers. We have possession of vehicles or vehicle titles collateralizing a significant portion of the trade and finance receivables.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Trade receivables and finance receivables are reported net of an allowance for doubtful accounts and credit losses. The allowances for doubtful accounts and credit losses are based on management's evaluation of the receivables portfolio under current conditions, the volume of the portfolio, overall portfolio credit quality, review of specific collection issues and such other factors which in management's judgment deserve recognition in estimating losses.
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 two-step 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. The quantitative assessment for goodwill impairment is a two-step test. Under the first step, 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 indication of goodwill impairment exists for the reporting unit and we must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 805, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.
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.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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 equity and cost method 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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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 $88.7 million and $93.4 million at December 31, 2019 and 2018, 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.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which superseded the revenue recognition requirements in ASC 605, Revenue Recognition. The new guidance provides clarification on the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Topic 606 also requires additional disclosures to help financial statement users better understand the nature, amount, timing and uncertainty of revenue that is recognized. In preparation for the adoption of Topic 606, we assessed our contracts with customers, evaluated our revenue streams and compared current accounting practices to those required under the new standard. As a result of these efforts, we identified certain impacts to the presentation and timing of revenue recognition for a contract liability (deferred revenue) related to a material right associated with certain volume-related rebates. We have implemented the appropriate changes to our processes and controls to support recognition and disclosure under Topic 606.
We adopted Topic 606 in the first quarter of 2018 using the modified retrospective transition method and recognized the cumulative effect of initially applying the new standard as a decrease of $3.0 million to the opening balance of retained earnings. Prior periods have not been retrospectively adjusted.
There were no material contract assets, contract liabilities or deferred contract costs recorded on the consolidated balance sheet as of December 31, 2019. For each of our primary revenue streams, cash flows are consistent with the timing of revenue recognition.
For the year ended December 31, 2019, 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, except for warranty contract revenue, 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
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Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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.
ADESA Auction Services
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 and services revenue" 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 also sells vehicles that have been purchased, which represent less than 5% 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. The following table summarizes the primary components of AFC's finance-related revenue:
Year Ended December 31, | |||||||||||
AFC Revenue (in millions) | 2019 | 2018 | 2017 | ||||||||
Interest and fee income | $ | 342.1 | $ | 327.3 | $ | 290.3 | |||||
Other revenue | 10.9 | 13.1 | 11.8 | ||||||||
Provision for credit losses | (35.3 | ) | (32.9 | ) | (33.9 | ) | |||||
Warranty contract revenue | 35.2 | 33.4 | 33.1 | ||||||||
$ | 352.9 | $ | 340.9 | $ | 301.3 | ||||||
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.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Warranty contract revenue
Warranty contract revenue represents the revenue generated by Preferred Warranties, Inc. ("PWI"). 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. The average term of the contracts originated in 2019 was approximately 1.7 years and PWI had unearned revenue of $34.2 million at December 31, 2019.
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 from Continuing Operations per Share
Basic net income from continuing operations per share is 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 and performance-based restricted stock units ("PRSUs") subject to performance conditions which have not yet been satisfied are excluded from the calculations.
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 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 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new guidance is effective for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on the consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2018-15 will have on the consolidated financial statements.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by eliminating Step 2 (implied fair value measurement). Instead goodwill impairment would be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of ASU 2017-04 will have a material impact on the consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted beginning in annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects the change in methodology for measuring credit losses will result in an increase in the allowance for credit losses of approximately $5 million. The cumulative effect of this change will be recognized, net of tax, as an adjustment to retained earnings on January 1, 2020.
Note 3—Acquisitions and Equity Method Investment
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 physical, 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.
2018 Acquisitions
In February 2018, the Company completed the acquisition of STRATIM Systems Inc. ("STRATIM"). STRATIM is a mobility and fleet management software company based in San Francisco, California that uses data analytics to help fleet owners manage, maintain and service their fleets. The addition of STRATIM supplements KAR’s broad portfolio of wholesale used vehicle physical, online and digital auction marketplaces and ancillary service providers.
In November 2018, the Company completed the acquisition of Clearplan. Clearplan’s digital platform provides recovery agents, drivers, forwarders and automotive lenders a centralized, mobile, cloud-based hub for repossession workflow and logistics management. The acquisition brings innovative new mobile technology and real-time data analytics to KAR’s portfolio of software as a service capabilities including Recovery Database Network (RDN).
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Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The purchased assets included accounts receivable, computer equipment 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 2018, net of cash acquired, was approximately $45.2 million. The purchase price for the acquired businesses was allocated to acquired assets and liabilities based upon fair values, including $10.5 million to intangible assets, representing the fair value of acquired customer relationships of $6.3 million, software of $4.0 million and tradenames of $0.2 million, which are being amortized over their expected useful lives. The acquisitions resulted in goodwill of $32.1 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, 2018.
2017 Acquisitions
In April 2017, the Company purchased all of the stock of CarCo Technologies, Inc. (“DRIVIN”). DRIVIN aggregates automotive retail, pricing, registration and other market and economic data from a variety of public and proprietary sources. The insights generated from that data are deployed through predictive pricing, inventory management and vehicle matching tools that help customers buy, sell and source vehicles.
In May 2017, the Company acquired Dependable Auto Shippers ("DAS"). DAS provides vehicle transportation services for corporate and personal vehicle transportation needs.
In October 2017, the Company acquired the remaining 50% interest in Nth Gen Software Inc. ("TradeRev"). TradeRev brings mobile and digital technology to the Company’s portfolio of whole car auctions, floorplan financing solutions, and other ancillary and related services. The Company plans to further integrate those capabilities into TradeRev to expand its digital business and strengthen its share in the dealer-to-dealer market. The Company entered into operating lease obligations related to various facilities through 2028. Initial annual lease payments for the various facilities are approximately $1.8 million per year.
Certain of the purchase agreements included contingent payments related to vehicle volumes subsequent to the purchase date. The purchased assets included accounts receivable, inventory, customer relationships, tradenames, software and other intangible assets. 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 2017, net of cash acquired, was approximately $103.0 million, which included deferred payments with a fair value of $6.6 million and estimated contingent payments with a fair value of $24.0 million. The maximum amount of undiscounted contingent payments related to these acquisitions could approximate $60.0 million. The purchase price for the acquired businesses was allocated to acquired assets and liabilities based upon fair values, including $28.5 million to intangible assets, representing the fair value of acquired customer relationships of $3.1 million, software of $23.1 million and tradenames of $2.3 million, which are being amortized over their expected useful lives. The acquisitions resulted in aggregate goodwill of $130.7 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, 2017.
Equity Method Investment
For the first nine months of 2017, ADESA held a 50% interest in TradeRev. In addition, ADESA also had a joint marketing agreement with TradeRev to assist in expanding its footprint in the dealer-to-dealer online space in the U.S. and Canadian markets. Prior to acquiring the rest of the business in October 2017, the Company accounted for TradeRev as an equity method investment because we had the ability to exercise significant influence over operating and financial policies but did not have a controlling financial interest. At the date of acquisition, the carrying amount of the investment was $18.4 million. Upon acquisition, our previously held interest in TradeRev was re-measured at fair value, resulting in a non-cash gain of $21.6 million. The fair value of our previously held interest in TradeRev was developed in consultation with independent valuation specialists who used a discounted cash flow methodology. The gain has been recognized as "Gain on previously held equity interest value" in the consolidated statement of income for the year ended December 31, 2017.
The Company’s share in the net losses of TradeRev in 2017, through the date of acquisition, was $4.4 million. This amount was recorded to “Other income, net” in the consolidated statements of income.
75
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 4—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 shareholders with equity ownership in both KAR and IAA. On June 28, 2019, the Company’s shareholders 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 for all periods 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 and $8.1 million for the year ended December 31, 2019 and 2018, respectively, 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, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Operating revenues | $ | 723.6 | $ | 1,326.8 | $ | 1,219.2 | |||||
Operating expenses | |||||||||||
Cost of services (exclusive of depreciation and amortization) | 446.1 | 821.2 | 778.1 | ||||||||
Selling, general and administrative | 94.5 | 124.0 | 108.5 | ||||||||
Depreciation and amortization | 43.9 | 97.4 | 93.1 | ||||||||
Total operating expenses | 584.5 | 1,042.6 | 979.7 | ||||||||
Operating profit | 139.1 | 284.2 | 239.5 | ||||||||
Interest expense | 2.7 | 0.8 | 0.8 | ||||||||
Other income, net | — | (0.5 | ) | (0.9 | ) | ||||||
Income from discontinued operations before income taxes | 136.4 | 283.9 | 239.6 | ||||||||
Income taxes | 40.3 | 73.5 | 51.6 | ||||||||
Income from discontinued operations | $ | 96.1 | $ | 210.4 | $ | 188.0 | |||||
76
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The following table summarizes the major classes of assets and liabilities immediately preceding the spin-off on June 28, 2019 and at December 31, 2018:
June 28, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 50.9 | $ | 60.0 | |||
Trade receivables, net | 284.7 | 311.0 | |||||
Other current assets | 83.6 | 82.5 | |||||
Goodwill | 536.8 | 536.8 | |||||
Customer relationships, net | 62.2 | 74.8 | |||||
Other intangible assets, net | 87.5 | 86.2 | |||||
Operating lease right-of-use assets | 655.2 | — | |||||
Other assets | 13.3 | 10.3 | |||||
Property and equipment, net | 241.4 | 345.2 | |||||
Total assets, discontinued operations | $ | 2,015.6 | $ | 1,506.8 | |||
Liabilities | |||||||
Accounts payable | $ | 115.8 | $ | 129.0 | |||
Accrued employee benefits and compensation expenses | 19.0 | 29.6 | |||||
Other accrued expenses | 120.9 | 53.6 | |||||
Income taxes payable | — | 2.2 | |||||
Long-term debt | 1,274.8 | — | |||||
Deferred income tax liabilities | 63.7 | 63.1 | |||||
Operating lease liabilities | 633.0 | — | |||||
Other liabilities | 12.0 | 202.9 | |||||
Total liabilities, discontinued operations | $ | 2,239.2 | $ | 480.4 | |||
Note 5—Stock and Stock-Based Compensation Plans
Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. PRSUs, service-based restricted stock units ("RSUs"), service options and exit options. We have determined that the KAR Auction Services, Inc. PRSUs, RSUs, service options and exit options should be classified as equity awards. In addition, as further discussed below, holders 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 $19.6 million, $19.6 million and $20.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, and the total income tax benefit recognized in the consolidated statement of income for options, PRSUs and RSUs was approximately $2.9 million, $3.9 million and $5.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. We did not capitalize any stock-based compensation cost in the years ended December 31, 2019, 2018 or 2017. As of December 31, 2019, an estimated $8.3 million of unrecognized compensation expense related to non-vested PRSUs is expected to be recognized over a weighted average term of approximately 1.6 years. As of December 31, 2019, there was approximately $9.9 million of unrecognized compensation expense related to non-vested RSUs which is expected to be recognized over a weighted average term of 1.8 years.
77
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
The following table summarizes our stock-based compensation expense by type of award (in millions):
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
PRSUs | $ | 10.0 | $ | 10.8 | $ | 11.9 | |||||
RSUs | 9.6 | 8.7 | 7.1 | ||||||||
Service options | — | 0.1 | 1.4 | ||||||||
Total stock-based compensation expense | $ | 19.6 | $ | 19.6 | $ | 20.4 | |||||
KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan - PRSUs, RSUs, Service Options and Exit Options
We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") in December 2009. The Omnibus Plan, which was approved by shareholders and amended and restated in June 2014, is intended to provide equity and/or cash-based awards to our executive officers and key employees. The maximum number of shares that may be issued pursuant to awards under the Omnibus Plan is 12.5 million, of which approximately 4.9 million shares remained available for future grants as of December 31, 2019. The Omnibus Plan provides for the grant of stock options, restricted stock, stock appreciation rights, other stock-based awards and cash-based awards. The PRSU and RSU grants described below were made pursuant to the Company's Policy on Granting Equity Awards.
PRSUs
In the years ended December 31, 2019, 2018 and 2017 we granted a target amount of approximately 0.3 million, 0.2 million and 0.2 million, respectively, PRSUs to certain executive officers and management of the Company. The weighted average grant date fair value of the PRSUs was $47.09 per share, $54.32 per share and $44.64 per share in 2019, 2018 and 2017, 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 and are subject to the same vesting and forfeiture terms as the PRSUs.
In 2016, we granted a target amount of approximately 0.3 million PRSUs to certain executive officers and management of the Company. The PRSUs vested in 2019 based on attainment of the Company's three-year cumulative operating adjusted net income per share goals. The weighted average grant date fair value of the PRSUs was $34.94 per share, which was determined using the closing price of the Company's common stock on the dates of grant.
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, 2019:
Performance Restricted Stock Units | Number | Weighted Average Grant Date Fair Value | |||||
PRSUs at January 1, 2019 | 789,707 | $ | 44.62 | ||||
Granted | 288,545 | 47.09 | |||||
Vested | (342,276 | ) | 33.44 | ||||
Forfeited | (38,058 | ) | 25.26 | ||||
PRSUs at December 31, 2019 | 697,918 | $ | 18.52 | ||||
KAR employees hold 625,515 of the non-vested PRSUs at December 31, 2019 and IAA employees hold 72,403 of the non-vested PRSUs at December 31, 2019. KAR employees also hold 616,753 of non-vested PRSUs in IAA at December 31, 2019. The fair value of shares that vested during the years ended December 31, 2019 and 2018 was $17.4 million and $16.1 million, respectively.
78
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
RSUs
In each of the years ended December 31, 2019, 2018 and 2017, approximately 0.3 million RSUs were granted to certain executive officers and management 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 $46.95 per share, $54.28 per share and $44.03 per share in 2019, 2018 and 2017, respectively. Dividend equivalents accrue on the RSUs 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, 2019:
Restricted Stock Units | Number | Weighted Average Grant Date Fair Value | |||||
RSUs at January 1, 2019 | 556,172 | $ | 47.87 | ||||
Granted | 307,772 | 46.95 | |||||
Vested | (251,328 | ) | 42.86 | ||||
Forfeited | (61,849 | ) | 33.24 | ||||
RSUs at December 31, 2019 | 550,767 | $ | 22.71 | ||||
KAR employees hold 410,606 of the non-vested RSUs at December 31, 2019 and IAA employees hold 140,161 of the non-vested RSUs at December 31, 2019. KAR employees also hold 402,540 of non-vested RSUs in IAA at December 31, 2019. The fair value of shares that vested during the years ended December 31, 2019, 2018 and 2017 was $11.8 million, $29.7 million and $14.7 million, respectively.
Service Options
The outstanding service options granted under the Omnibus Plan have a ten year life and are fully vested and exercisable. The following table summarizes service option activity under the Omnibus Plan for the year ended December 31, 2019:
Service Options | Number | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | ||||||||
Outstanding at January 1, 2019 | 1,003,654 | $ | 24.36 | |||||||||
Granted | — | N/A | ||||||||||
Exercised | (295,244 | ) | 19.87 | |||||||||
Forfeited | — | N/A | ||||||||||
Canceled | (563 | ) | 10.49 | |||||||||
Outstanding at December 31, 2019 | 707,847 | $ | 9.08 | 3.3 years | $ | 9.0 | ||||||
Exercisable at December 31, 2019 | 707,847 | $ | 9.08 | 3.3 years | $ | 9.0 | ||||||
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, 2019. 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 $21.79 on December 31, 2019. The total intrinsic value of service options exercised during the years ended December 31, 2019, 2018 and 2017 was $7.1 million, $13.1 million and $8.1 million, respectively. The fair market value of all vested and exercisable service options at December 31, 2019 and 2018 was $15.4 million and $47.9 million, respectively. All compensation expense related to the service options has been recognized.
79
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Exit Options
The outstanding exit options granted in 2010 under the Omnibus Plan have a ten year life and are fully vested and exercisable. The following table summarizes exit option activity under the Omnibus Plan for the year ended December 31, 2019:
Exit Options | Number | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value (in millions) | ||||||||
Outstanding at January 1, 2019 | 14,465 | $ | 12.85 | |||||||||
Granted | — | N/A | ||||||||||
Exercised | (10,912 | ) | 12.02 | |||||||||
Forfeited | — | N/A | ||||||||||
Canceled | — | N/A | ||||||||||
Outstanding at December 31, 2019 | 3,553 | $ | 5.12 | 0.2 years | $ | 0.1 | ||||||
Exercisable at December 31, 2019 | 3,553 | $ | 5.12 | 0.2 years | $ | 0.1 | ||||||
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, 2019. 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 $21.79 on December 31, 2019. The total intrinsic value of exit options exercised during the years ended December 31, 2019, 2018 and 2017 was $0.4 million, $23.9 million and $14.7 million, respectively. The fair market value of all vested and exercisable exit options at December 31, 2019 and 2018 was $0.1 million and $0.7 million, respectively. All compensation expense related to the exit options has been recognized.
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. A maximum of 1,000,000 shares of our common stock have been reserved for issuance under the ESPP, of which 225,020 shares remained available for future ESPP purchases as of December 31, 2019. 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. 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 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 is subject to market and other conditions. In 2019, 2018 and 2017 we repurchased and retired
80
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
4,753,300, 2,695,978 and 3,279,089 shares of common stock, respectively, in the open market at a weighted average price of $25.18, $55.64 and $45.74 per share, respectively, under the October 2016 authorization.
Note 6—Net Income from Continuing Operations Per Share
The following table sets forth the computation of net income from continuing operations per share (in millions except per share amounts):
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Net income from continuing operations | $ | 92.4 | $ | 117.6 | $ | 174.0 | |||||
Weighted average common shares outstanding | 131.6 | 134.3 | 136.3 | ||||||||
Effect of dilutive stock options and restricted stock awards | 1.3 | 1.4 | 1.7 | ||||||||
Weighted average common shares outstanding and potential common shares | 132.9 | 135.7 | 138.0 | ||||||||
Net income from continuing operations per share | |||||||||||
Basic | $ | 0.70 | $ | 0.88 | $ | 1.28 | |||||
Diluted | $ | 0.70 | $ | 0.87 | $ | 1.26 | |||||
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 and PRSUs subject to performance conditions which have not yet been satisfied are excluded from the calculations. No options were excluded from the calculation of diluted net income from continuing operations per share for the years ended December 31, 2019, 2018 and 2017. In addition, no PRSUs, approximately 0.5 million PRSUs and approximately 0.5 million PRSUs were excluded from the calculation of diluted net income per share for the years ended December 31, 2019, 2018 and 2017, respectively. Total options outstanding at December 31, 2019, 2018 and 2017 were 0.7 million, 1.0 million and 1.9 million, respectively.
Note 7—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, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Allowance for Credit Losses | |||||||||||
Balance at beginning of period | $ | 14.0 | $ | 13.0 | $ | 12.0 | |||||
Provision for credit losses | 35.3 | 32.9 | 33.9 | ||||||||
Recoveries | 7.7 | 6.9 | 5.3 | ||||||||
Less charge-offs | (42.0 | ) | (38.8 | ) | (38.2 | ) | |||||
Balance at end of period | $ | 15.0 | $ | 14.0 | $ | 13.0 | |||||
81
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Allowance for Doubtful Accounts | |||||||||||
Balance at beginning of period | $ | 8.7 | $ | 9.1 | $ | 11.0 | |||||
Provision for credit losses | 4.8 | 4.0 | 4.0 | ||||||||
Less net charge-offs | (4.0 | ) | (4.4 | ) | (5.9 | ) | |||||
Balance at end of period | $ | 9.5 | $ | 8.7 | $ | 9.1 | |||||
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.
Note 8—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 28, 2022. AFC Funding Corporation had committed liquidity of $1.70 billion for U.S. finance receivables at December 31, 2019.
In December 2018, AFC and AFC Funding Corporation entered into the Eighth Amended and Restated Receivables Purchase Agreement (the "Receivables Purchase Agreement"). The Receivables Purchase Agreement increased AFC Funding's U.S. committed liquidity from $1.50 billion to $1.70 billion and extended the facility's maturity date. In addition, the definition of eligible receivables was expanded. We capitalized approximately $11.6 million of costs in connection with the Receivables Purchase Agreement.
We also have an agreement for the securitization of AFCI's receivables, which expires on January 28, 2022. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$175 million at December 31, 2019. In December 2018, AFCI entered into Amending Agreement No. 2 to the Fourth Amended and Restated Receivables Purchase Agreement (the "Canadian Receivable Purchase Agreement"). The Canadian Receivables Purchase Agreement increased AFCI's committed liquidity from C$125 million to C$175 million and extended the facility's maturity date. In addition, the definition of eligible receivables was expanded. We capitalized approximately $0.9 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 losses 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, 2019 | Net Credit Losses During 2019 | ||||||||||
Total Amount of: | |||||||||||
(in millions) | Receivables | Receivables Delinquent | |||||||||
Floorplan receivables | $ | 2,099.4 | $ | 28.8 | $ | 34.3 | |||||
Other loans | 15.8 | — | — | ||||||||
Total receivables managed | $ | 2,115.2 | $ | 28.8 | $ | 34.3 | |||||
82
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
December 31, 2018 | Net Credit Losses During 2018 | ||||||||||
Total Amount of: | |||||||||||
(in millions) | Receivables | Receivables Delinquent | |||||||||
Floorplan receivables | $ | 2,001.9 | $ | 15.9 | $ | 31.9 | |||||
Other loans | 12.9 | — | — | ||||||||
Total receivables managed | $ | 2,014.8 | $ | 15.9 | $ | 31.9 | |||||
AFC's allowance for losses was $15.0 million and $14.0 million at December 31, 2019 and 2018, respectively.
As of December 31, 2019 and 2018, $2,061.6 million and $1,973.2 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 agreement.
Obligations collateralized by finance receivables consisted of the following:
December 31, 2019 | December 31, 2018 | ||||||
Obligations collateralized by finance receivables, gross | $ | 1,474.4 | $ | 1,464.7 | |||
Unamortized securitization issuance costs | (13.2 | ) | (19.4 | ) | |||
Obligations collateralized by finance receivables | $ | 1,461.2 | $ | 1,445.3 | |||
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, 2019, we were in compliance with the covenants in the securitization agreements.
Note 9—Goodwill and Other Intangible Assets
Goodwill consisted of the following (in millions):
ADESA Auctions | AFC | Total | |||||||||
Balance at December 31, 2017 | $ | 1,390.4 | $ | 263.7 | $ | 1,654.1 | |||||
Increase for acquisition activity | 32.1 | — | 32.1 | ||||||||
Other | (9.3 | ) | — | (9.3 | ) | ||||||
Balance at December 31, 2018 | $ | 1,413.2 | $ | 263.7 | $ | 1,676.9 | |||||
Increase for acquisition activity | 142.6 | — | 142.6 | ||||||||
Other | 2.2 | — | 2.2 | ||||||||
Balance at December 31, 2019 | $ | 1,558.0 | $ | 263.7 | $ | 1,821.7 | |||||
Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. Goodwill increased in 2019 and 2018 primarily as a result of acquisitions. A portion of the goodwill resulting from the businesses acquired in 2019 and 2018 is expected to be deductible for tax purposes. The "other" category includes the impact of fluctuations in exchange rates.
83
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
A summary of customer relationships is as follows (in millions):
December 31, 2019 | December 31, 2018 | ||||||||||||||||||||||||
Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Carrying Value | Gross Carrying Amount | Accumulated Amortization | Carrying Value | |||||||||||||||||||
Customer relationships | 5 - 19 | $ | 845.3 | $ | (637.4 | ) | $ | 207.9 | $ | 814.4 | $ | (587.0 | ) | $ | 227.4 | ||||||||||
The increase in customer relationships in 2019 was primarily related to customer relationships acquired, partially offset by the amortization of existing customer relationships. The decrease in customer relationships in 2018 was primarily a result of continued amortization.
A summary of other intangibles is as follows (in millions):
December 31, 2019 | December 31, 2018 | ||||||||||||||||||||||||
Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Carrying Value | Gross Carrying Amount | Accumulated Amortization | Carrying Value | |||||||||||||||||||
Tradenames | 2 - Indefinite | $ | 147.6 | $ | (10.7 | ) | $ | 136.9 | $ | 145.6 | $ | (8.6 | ) | $ | 137.0 | ||||||||||
Computer software & technology | 3 - 13 | 443.0 | (281.5 | ) | 161.5 | 381.8 | (246.5 | ) | 135.3 | ||||||||||||||||
Covenants not to compete | 5 | 0.3 | (0.2 | ) | 0.1 | 0.3 | (0.2 | ) | 0.1 | ||||||||||||||||
Total | $ | 590.9 | $ | (292.4 | ) | $ | 298.5 | $ | 527.7 | $ | (255.3 | ) | $ | 272.4 | |||||||||||
Other intangibles increased in 2019 and 2018 primarily as a result of computer software additions and acquisitions, 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, 2019 and 2018.
Amortization expense for customer relationships and other intangibles was $122.9 million, $111.7 million and $118.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. Estimated amortization expense on existing intangible assets for the next five years is $110.7 million for 2020, $77.4 million for 2021, $42.5 million for 2022, $26.8 million for 2023 and $19.3 million for 2024.
Note 10—Property and Equipment
Property and equipment consisted of the following (in millions):
Useful Lives (in years) | December 31, | ||||||||
2019 | 2018 | ||||||||
Land | $ | 205.5 | $ | 244.6 | |||||
Buildings | 5 - 40 | 247.3 | 245.0 | ||||||
Land improvements | 5 - 20 | 183.7 | 172.3 | ||||||
Building and leasehold improvements | 3 - 33 | 133.6 | 92.6 | ||||||
Furniture, fixtures and equipment | 1 - 15 | 344.0 | 297.7 | ||||||
Vehicles | 3 - 10 | 16.5 | 14.9 | ||||||
Construction in progress | 12.7 | 31.4 | |||||||
1,143.3 | 1,098.5 | ||||||||
Accumulated depreciation | (534.3 | ) | (467.5 | ) | |||||
Property and equipment, net | $ | 609.0 | $ | 631.0 | |||||
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $65.8 million, $60.7 million and $52.8 million, respectively.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 11—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, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Balance at beginning of period | $ | 35.8 | $ | 37.7 | $ | 35.8 | |||||
Net payments | (66.2 | ) | (57.8 | ) | (59.3 | ) | |||||
Expense | 67.1 | 55.9 | 61.2 | ||||||||
Balance at end of period | $ | 36.7 | $ | 35.8 | $ | 37.7 | |||||
Individual stop-loss coverage for medical benefits was $0.5 million in 2019, 2018 and 2017. There was no aggregate policy limit for medical benefits for the Company in either year. 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 2019, 2018 and 2017 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 $35.9 million in 2019, $31.5 million in 2018 and $30.0 million in 2017. If these aggregates are met, the insurance company would pay the next $7.5 million.
Note 12—Long-Term Debt
Long-term debt consisted of the following (in millions):
December 31, | |||||||||||||
Interest Rate* | Maturity | 2019 | 2018 | ||||||||||
Term Loan B-4 | Adjusted LIBOR | + 2.25% | March 11, 2021 | $ | — | $ | 704.4 | ||||||
Term Loan B-5 | Adjusted LIBOR | + 2.50% | March 9, 2023 | — | 1,031.5 | ||||||||
Term Loan B-6 | Adjusted LIBOR | + 2.25% | September 19, 2026 | 947.6 | — | ||||||||
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 | 19.3 | — | ||||||||
Canadian line of credit | CAD Prime | + 0.50% | Repayable upon demand | — | — | ||||||||
Total debt | 1,916.9 | 2,685.9 | |||||||||||
Unamortized debt issuance costs/discounts | (26.8 | ) | (18.5 | ) | |||||||||
Current portion of long-term debt | (28.8 | ) | (13.1 | ) | |||||||||
Long-term debt | $ | 1,861.3 | $ | 2,654.3 | |||||||||
*The interest rates presented in the table above represent the rates in place at December 31, 2019. The weighted average interest rate on our variable rate debt was 4.01% and 5.21% at December 31, 2019 and 2018, respectively.
Credit Facilities
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
85
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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.
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, (i) 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, (ii) repayment of the 2017 Revolving Credit Facility and (iii) 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.
On May 31, 2017, we entered into an Incremental Commitment Agreement and Second Amendment (the "Second Amendment") to the Credit Agreement. The Second Amendment provided for, among other things, (i) the refinancing and repricing of the existing Term Loan B-2 remaining after the repayment with Term Loan B-4, (ii) the refinancing and repricing of existing Term Loan B-3 remaining after the repayment with Term Loan B-5 and (iii) the 2017 Revolving Credit Facility. The Company used proceeds from the issuance of $950 million senior notes and proceeds from the issuance of $1,767 million in the aggregate of Term Loan B-4 and Term Loan B-5 to repay Term Loan B-2 and Term Loan B-3 in full and to repay the outstanding balance on the 2016 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 $27.5 million in the second quarter of 2017. The loss was a result of the write-off of unamortized debt issue costs and debt discounts associated with Term Loan B-2 and Term Loan B-3. We capitalized approximately $7.8 million of debt issuance costs in connection with the Second Amendment.
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 perfected security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions. The Credit Agreement contains affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with our affiliates. The Credit Agreement also requires us to maintain a Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement, not to exceed 3.5 as of the last day of each fiscal quarter), provided there are revolving loans outstanding. We were in compliance with the covenants in the Credit Agreement at December 31, 2019.
As set forth in the Credit Agreement, the Tranche B-6 Term Loans bear 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 pays 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 rate on Term Loan B-6 was 4.06% at December 31, 2019.
There were no borrowings on the Revolving Credit Facility at December 31, 2019 or 2018. In addition, we had related outstanding letters of credit in the aggregate amount of $27.4 million and $32.9 million at December 31, 2019 and 2018, respectively, which reduce the amount available for borrowings under the revolving credit facility.
86
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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 any time prior to June 1, 2020 at a redemption price equal to 100% of the principal amount plus a make-whole premium and thereafter at a premium that declines ratably to par in 2023. We capitalized approximately $14.7 million of debt issuance costs in connection with the senior notes. The senior notes are guaranteed by the Subsidiary Guarantors.
European Lines of Credit
COTW has lines of credit aggregating $33.6 million (€30 million). The lines of credit have an interest rate of Euribor plus 1.25% and had an aggregate $19.3 million of borrowings outstanding at December 31, 2019. The lines of credit are guaranteed by certain 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.
Canadian Line of Credit
ADESA Canada has a C$8 million line of credit. The line of credit bears interest at a rate equal to the Canadian prime rate plus 50 basis points. There were no borrowings under the Canadian line of credit at December 31, 2019 or 2018. There were related letters of credit outstanding totaling approximately C$1.0 million at December 31, 2019 and 2018, which reduce credit available under the Canadian line of credit, but do not affect amounts available for borrowings under our Revolving Credit Facility. The line of credit is guaranteed by certain ADESA Canada companies.
Future Principal Payments
At December 31, 2019, aggregate future principal payments on long-term debt are as follows (in millions):
2020 | $ | 28.8 | |
2021 | 9.5 | ||
2022 | 9.5 | ||
2023 | 9.5 | ||
2024 | 9.5 | ||
Thereafter | 1,850.1 | ||
$ | 1,916.9 | ||
Note 13—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. We have used interest rate cap agreements to accomplish this objective.
• | 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. We paid an aggregate amount of approximately $1.0 million for the caps in August 2017. |
87
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
• | 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 paid an aggregate amount of approximately $0.7 million for the caps in April 2017. |
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. 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. The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented (in millions):
Asset Derivatives | ||||||||||
December 31, 2019 | December 31, 2018 | |||||||||
Derivatives Not Designated as Hedging Instruments | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||
2017 Interest rate caps | Other assets | N/A | Other assets | $ | 5.2 | |||||
We have not designated any of the interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate caps are 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) Recognized in Income on Derivatives | ||||||||||||||
Year Ended December 31, | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | 2019 | 2018 | 2017 | ||||||||||||
2017 Interest rate caps | Interest expense | $ | (0.9 | ) | $ | 5.8 | $ | 0.8 | |||||||
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 institutional 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, 2019 and 2018, the estimated fair value of our long-term debt amounted to $1,958.5 million and $2,537.9 million, respectively. The estimates of fair value were based on broker-dealer quotes for our debt as of December 31, 2019 and 2018. The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.
88
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 14—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, 2019 | |||
Operating lease cost | $ | 60.2 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ | 14.7 | |
Interest on lease liabilities | 1.3 | ||
Total finance lease cost | $ | 16.0 | |
Supplemental cash flow information related to leases was as follows (in millions):
Year Ended December 31, 2019 | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows related to operating leases | $ | 58.8 | |
Operating cash flows related to finance leases | 1.3 | ||
Financing cash flows related to finance leases | 15.9 | ||
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 85.9 | ||
Finance leases | 18.1 | ||
89
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate):
December 31, 2019 | |||
Operating Leases | |||
Operating lease right-of-use assets | $ | 364.1 | |
Other accrued expenses | $ | 34.5 | |
Operating lease liabilities | 358.3 | ||
Total operating lease liabilities | $ | 392.8 | |
Finance Leases | |||
Property and equipment, gross | $ | 102.2 | |
Accumulated depreciation | (74.3 | ) | |
Property and equipment, net | $ | 27.9 | |
Other accrued expenses | $ | 13.3 | |
Other liabilities | 14.0 | ||
Total finance lease liabilities | $ | 27.3 | |
Weighted Average Remaining Lease Term | |||
Operating leases | 10.8 years | ||
Finance leases | 2.3 years | ||
Weighted Average Discount Rate | |||
Operating leases | 6.1 | % | |
Finance leases | 4.9 | % | |
Maturities of lease liabilities as of December 31, 2019 were as follows (in millions):
Operating Leases | Finance Leases | ||||||
2020 | $ | 57.2 | $ | 14.5 | |||
2021 | 54.3 | 11.2 | |||||
2022 | 51.5 | 3.1 | |||||
2023 | 49.0 | 0.2 | |||||
2024 | 47.9 | 0.2 | |||||
Thereafter | 283.1 | — | |||||
Total lease payments | 543.0 | 29.2 | |||||
Less imputed interest | (150.2 | ) | (1.9 | ) | |||
Total | $ | 392.8 | $ | 27.3 | |||
The following prior year information was accounted for under ASC 840, Leases. Total lease expense for the years ended December 31, 2018 and 2017 was $61.1 million and $54.9 million, respectively. Certain assets included in our furniture, fixtures and equipment at December 31, 2018 were held under finance leases. These assets are summarized below:
Classes of Property | December 31, 2018 | ||
Furniture, fixtures and equipment | $ | 86.1 | |
Accumulated depreciation | (59.5 | ) | |
Capital lease assets | $ | 26.6 | |
90
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 15—Income Taxes
The components of our income from continuing operations before income taxes and the provision for income taxes are as follows (in millions):
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Income from continuing operations before income taxes: | |||||||||||
Domestic | $ | 100.0 | $ | 85.6 | $ | 72.6 | |||||
Foreign | 30.1 | 66.3 | 85.8 | ||||||||
Total | $ | 130.1 | $ | 151.9 | $ | 158.4 | |||||
Income tax expense (benefit): | |||||||||||
Current: | |||||||||||
Federal | $ | 18.4 | $ | 5.0 | $ | 30.9 | |||||
Foreign | 17.4 | 23.7 | 23.8 | ||||||||
State | 5.2 | 2.6 | 2.0 | ||||||||
Total current provision | 41.0 | 31.3 | 56.7 | ||||||||
Deferred: | |||||||||||
Federal | 3.8 | 10.4 | (73.2 | ) | |||||||
Foreign | (7.4 | ) | (6.2 | ) | (2.8 | ) | |||||
State | 0.3 | (1.2 | ) | 3.7 | |||||||
Total deferred provision | (3.3 | ) | 3.0 | (72.3 | ) | ||||||
Income tax expense | $ | 37.7 | $ | 34.3 | $ | (15.6 | ) | ||||
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, | ||||||||
2019 | 2018 | 2017 | ||||||
Statutory rate | 21.0 | % | 21.0 | % | 35.0 | % | ||
State and local income taxes, net | 3.6 | % | 1.9 | % | 1.8 | % | ||
Reserves for tax exposures | (0.5 | )% | (0.6 | )% | (0.8 | )% | ||
Change in valuation allowance | 0.9 | % | 0.4 | % | (1.5 | )% | ||
International operations | 3.1 | % | 4.7 | % | (5.6 | )% | ||
Stock-based compensation | (2.5 | )% | (5.0 | )% | (2.8 | )% | ||
Impact of law and rate change | (0.2 | )% | (1.7 | )% | (36.2 | )% | ||
Excess officer's compensation | 1.5 | % | 0.9 | % | — | % | ||
Transaction costs | 0.6 | % | 0.3 | % | — | % | ||
Other, net | 1.5 | % | 0.7 | % | 0.3 | % | ||
Effective rate | 29.0 | % | 22.6 | % | (9.8 | )% | ||
On December 22, 2017, U.S. tax reform (Tax Cuts and Jobs Act of 2017) was enacted. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate income tax rate reduction from 35 percent to 21 percent effective for tax years beginning after December 31, 2017. As a result, for the year ended December 31, 2017, the Company recorded a deferred income tax benefit of $65.7 million related to the remeasurement of its deferred tax assets and
91
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
liabilities. In addition, the law imposed a one-time deemed repatriation transition tax on the accumulated unrepatriated and untaxed earnings of our foreign subsidiaries. This resulted in the Company recording a current tax expense of $9.0 million for the year ended December 31, 2017.
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, 2019 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, | |||||||
2019 | 2018 | ||||||
Gross deferred tax assets: | |||||||
Allowances for trade and finance receivables | $ | 6.0 | $ | 5.5 | |||
Accruals and liabilities | 6.2 | 12.7 | |||||
Employee benefits and compensation | 14.0 | 14.6 | |||||
Net operating loss carryforwards | 48.8 | 45.5 | |||||
Investment basis difference | (2.2 | ) | (2.1 | ) | |||
Right of use lease liability | 97.0 | — | |||||
Other | 4.1 | 4.8 | |||||
Total deferred tax assets | 173.9 | 81.0 | |||||
Deferred tax asset valuation allowance | (31.1 | ) | (29.9 | ) | |||
Total | 142.8 | 51.1 | |||||
Gross deferred tax liabilities: | |||||||
Property and equipment | (76.4 | ) | (68.7 | ) | |||
Goodwill and intangible assets | (100.5 | ) | (102.7 | ) | |||
Right of use lease asset | (89.8 | ) | — | ||||
Other | (4.7 | ) | (5.0 | ) | |||
Total | (271.4 | ) | (176.4 | ) | |||
Net deferred tax liabilities | $ | (128.6 | ) | $ | (125.3 | ) | |
The tax benefit from state and federal net operating loss carryforwards expires as follows (in millions):
2020 | $ | 0.3 | |
2021 | 1.1 | ||
2022 | 0.3 | ||
2023 | 0.3 | ||
2024 | 0.2 | ||
2025 to 2039 | 46.6 | ||
$ | 48.8 | ||
Permanently reinvested undistributed earnings of our foreign subsidiaries were approximately $352.6 million at December 31, 2019. 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
92
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
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 $9.9 million, $20.5 million and $37.8 million in 2019, 2018 and 2017, respectively. State and foreign income taxes paid by us, net of refunds, totaled $27.9 million, $37.4 million and $32.3 million in 2019, 2018 and 2017, 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, | |||||||
2019 | 2018 | ||||||
Balance at beginning of period | $ | 7.4 | $ | 9.7 | |||
Increase in prior year tax positions | — | — | |||||
Decrease in prior year tax positions | (0.2 | ) | (0.7 | ) | |||
Increase in current year tax positions | 0.7 | 0.8 | |||||
Lapse in statute of limitations | (1.8 | ) | (2.4 | ) | |||
Balance at end of period | $ | 6.1 | $ | 7.4 | |||
The total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was $4.4 million and $5.0 million at December 31, 2019 and 2018, 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 $0.5 million and $1.1 million at December 31, 2019 and December 31, 2018, respectively, 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 and Mexico. In general, the examination of our material tax returns is completed for the years prior to 2012.
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.
Note 16—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, 2019, 2018 and 2017 we contributed $16.3 million, $16.9 million and $15.5 million, respectively.
93
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 17—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, 2019 or 2018.
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.
As noted above, 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. Such litigation is generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows.
Note 18—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following (in millions):
December 31, | |||||||
2019 | 2018 | ||||||
Foreign currency translation loss | $ | (31.0 | ) | $ | (61.3 | ) | |
Accumulated other comprehensive loss | $ | (31.0 | ) | $ | (61.3 | ) | |
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 19—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). Segment results for prior periods have been reclassified to conform with the new presentation of segments.
ADESA Auctions encompasses all physical and online wholesale auctions throughout North America (U.S., Canada and Mexico) and Europe. Beginning in 2019, the ADESA Auctions Segment includes COTW, an online auction company serving the wholesale vehicle sector in Continental Europe. Beginning in October 2017, the ADESA Auctions segment includes TradeRev, an online automotive remarketing system where dealers can launch and participate in real-time vehicle auctions at any time. 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. AFC also includes other businesses and ventures that AFC may enter into, focusing on providing independent used vehicle dealer customers with other related services and products, including vehicle service contracts. AFC conducts business primarily at or near wholesale used vehicle auctions in the U.S. and Canada.
The holding company is maintained separately from the reportable segments and includes expenses associated with the corporate offices, such as salaries, benefits and travel costs for the corporate management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on finance leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.
Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2019 (in millions):
ADESA Auctions | AFC | Holding Company | 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 | 494.3 | 25.6 | 142.1 | 662.0 | |||||||||||
Depreciation and amortization | 149.9 | 10.3 | 28.5 | 188.7 | |||||||||||
Total operating expenses | 2,164.9 | 132.3 | 170.6 | 2,467.8 | |||||||||||
Operating profit (loss) | 264.1 | 220.6 | (170.6 | ) | 314.1 | ||||||||||
Interest expense | 3.7 | 64.2 | 121.6 | 189.5 | |||||||||||
Other (income) expense, net | (6.4 | ) | (0.4 | ) | (0.9 | ) | (7.7 | ) | |||||||
Loss on extinguishment of debt | — | — | 2.2 | 2.2 | |||||||||||
Intercompany expense (income) | 25.2 | (5.1 | ) | (20.1 | ) | — | |||||||||
Income (loss) from continuing operations before income taxes | 241.6 | 161.9 | (273.4 | ) | 130.1 | ||||||||||
Income taxes | 67.3 | 41.9 | (71.5 | ) | 37.7 | ||||||||||
Net income (loss) from continuing operations | $ | 174.3 | $ | 120.0 | $ | (201.9 | ) | $ | 92.4 | ||||||
Total assets | $ | 3,658.4 | $ | 2,565.7 | $ | 357.1 | $ | 6,581.2 | |||||||
Capital expenditures | $ | 95.2 | $ | 7.0 | $ | 59.4 | $ | 161.6 | |||||||
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2018 (in millions):
ADESA Auctions | AFC | Holding Company | Consolidated | ||||||||||||
Operating revenues | $ | 2,101.9 | $ | 340.9 | $ | — | $ | 2,442.8 | |||||||
Operating expenses | |||||||||||||||
Cost of services (exclusive of depreciation and amortization) | 1,230.8 | 90.7 | — | 1,321.5 | |||||||||||
Selling, general and administrative | 435.8 | 30.7 | 142.3 | 608.8 | |||||||||||
Depreciation and amortization | 127.5 | 16.0 | 28.9 | 172.4 | |||||||||||
Total operating expenses | 1,794.1 | 137.4 | 171.2 | 2,102.7 | |||||||||||
Operating profit (loss) | 307.8 | 203.5 | (171.2 | ) | 340.1 | ||||||||||
Interest expense | 2.2 | 59.6 | 129.4 | 191.2 | |||||||||||
Other (income) expense, net | (1.9 | ) | (0.3 | ) | (0.8 | ) | (3.0 | ) | |||||||
Intercompany expense (income) | 35.1 | (3.2 | ) | (31.9 | ) | — | |||||||||
Income (loss) from continuing operations before income taxes | 272.4 | 147.4 | (267.9 | ) | 151.9 | ||||||||||
Income taxes | 69.1 | 35.4 | (70.2 | ) | 34.3 | ||||||||||
Net income (loss) from continuing operations | $ | 203.3 | $ | 112.0 | $ | (197.7 | ) | $ | 117.6 | ||||||
Total assets | $ | 3,097.7 | $ | 2,446.1 | $ | 155.6 | $ | 5,699.4 | |||||||
Capital expenditures | $ | 95.1 | $ | 7.1 | $ | 29.1 | $ | 131.3 | |||||||
Financial information regarding our reportable segments is set forth below as of and for the year ended December 31, 2017 (in millions):
ADESA Auctions | AFC | Holding Company | Consolidated | ||||||||||||
Operating revenues | $ | 1,937.5 | $ | 301.3 | $ | — | $ | 2,238.8 | |||||||
Operating expenses | |||||||||||||||
Cost of services (exclusive of depreciation and amortization) | 1,123.9 | 85.2 | — | 1,209.1 | |||||||||||
Selling, general and administrative | 360.0 | 30.9 | 140.8 | 531.7 | |||||||||||
Depreciation and amortization | 113.1 | 31.3 | 27.1 | 171.5 | |||||||||||
Total operating expenses | 1,597.0 | 147.4 | 167.9 | 1,912.3 | |||||||||||
Operating profit (loss) | 340.5 | 153.9 | (167.9 | ) | 326.5 | ||||||||||
Interest expense | 1.2 | 43.6 | 118.4 | 163.2 | |||||||||||
Other (income) expense, net | (0.3 | ) | — | (0.7 | ) | (1.0 | ) | ||||||||
Loss on extinguishment of debt | — | — | 27.5 | 27.5 | |||||||||||
Gain on previously held equity interest value | (21.6 | ) | — | — | (21.6 | ) | |||||||||
Intercompany expense (income) | 47.4 | (20.2 | ) | (27.2 | ) | — | |||||||||
Income (loss) from continuing operations before income taxes | 313.8 | 130.5 | (285.9 | ) | 158.4 | ||||||||||
Income taxes | 52.9 | 26.6 | (95.1 | ) | (15.6 | ) | |||||||||
Net income (loss) from continuing operations | $ | 260.9 | $ | 103.9 | $ | (190.8 | ) | $ | 174.0 | ||||||
Total assets | $ | 3,132.3 | $ | 2,315.6 | $ | 98.0 | $ | 5,545.9 | |||||||
Capital expenditures | $ | 66.9 | $ | 6.1 | $ | 24.3 | $ | 97.3 | |||||||
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Geographic Information
Our foreign operations include Canada, Mexico Continental Europe and the U.K. Most of our operations outside the U.S. are in Canada. Approximately 62%, 96% and 96% of our foreign operating revenues were from Canada for the year ended December 31, 2019, 2018 and 2017, respectively. The 2019 acquisition of COTW has increased the percentage of operating revenues from Europe. Information regarding the geographic areas of our operations is set forth below (in millions):
Year Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Operating revenues | |||||||||||
U.S. | $ | 2,267.5 | $ | 2,078.2 | $ | 1,912.3 | |||||
Foreign | 514.4 | 364.6 | 326.5 | ||||||||
$ | 2,781.9 | $ | 2,442.8 | $ | 2,238.8 | ||||||
December 31, | |||||||
2019 | 2018 | ||||||
Long-lived assets | |||||||
U.S. | $ | 2,877.8 | $ | 2,564.3 | |||
Foreign | 458.9 | 274.4 | |||||
$ | 3,336.7 | $ | 2,838.7 | ||||
No single customer accounted for more than ten percent of our total revenues in any fiscal year presented.
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KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
December 31, 2019, 2018 and 2017
Note 20—Quarterly Financial Data (Unaudited)
Information for any one quarterly period is not necessarily indicative of the results that may be expected for the year.
2019 Quarter Ended | March 31 | June 30 | Sept. 30 | Dec. 31 | |||||||||||
Operating revenues | $ | 689.6 | $ | 719.1 | $ | 701.9 | $ | 671.3 | |||||||
Operating expenses | |||||||||||||||
Cost of services (exclusive of depreciation and amortization) | 393.9 | 417.4 | 410.9 | 394.9 | |||||||||||
Selling, general, and administrative | 175.2 | 163.2 | 158.9 | 164.7 | |||||||||||
Depreciation and amortization | 44.3 | 47.9 | 46.4 | 50.1 | |||||||||||
Total operating expenses | 613.4 | 628.5 | 616.2 | 609.7 | |||||||||||
Operating profit | 76.2 | 90.6 | 85.7 | 61.6 | |||||||||||
Interest expense | 56.5 | 55.6 | 37.9 | 39.5 | |||||||||||
Other (income) expense, net | (2.1 | ) | (1.1 | ) | (2.0 | ) | (2.5 | ) | |||||||
Loss on extinguishment of debt | — | — | 2.2 | — | |||||||||||
Income from continuing operations before income taxes | 21.8 | 36.1 | 47.6 | 24.6 | |||||||||||
Income taxes | 6.5 | 8.7 | 13.2 | 9.3 | |||||||||||
Net income from continuing operations | $ | 15.3 | $ | 27.4 | $ | 34.4 | $ | 15.3 | |||||||
Net income from continuing operations per share | |||||||||||||||
Basic | $ | 0.11 | $ | 0.21 | $ | 0.26 | $ | 0.12 | |||||||
Diluted | $ | 0.11 | $ | 0.20 | $ | 0.26 | $ | 0.12 | |||||||
2018 Quarter Ended | March 31 | June 30 | Sept. 30 | Dec. 31 | |||||||||||
Operating revenues | $ | 613.2 | $ | 623.4 | $ | 612.4 | $ | 593.8 | |||||||
Operating expenses | |||||||||||||||
Cost of services (exclusive of depreciation and amortization) | 328.3 | 330.2 | 330.7 | 332.3 | |||||||||||
Selling, general, and administrative | 155.5 | 149.9 | 154.7 | 148.7 | |||||||||||
Depreciation and amortization | 46.3 | 42.1 | 41.4 | 42.6 | |||||||||||
Total operating expenses | 530.1 | 522.2 | 526.8 | 523.6 | |||||||||||
Operating profit | 83.1 | 101.2 | 85.6 | 70.2 | |||||||||||
Interest expense | 41.3 | 48.4 | 49.0 | 52.5 | |||||||||||
Other (income) expense, net | (0.3 | ) | (0.5 | ) | (3.0 | ) | 0.8 | ||||||||
Income from continuing operations before income taxes | 42.1 | 53.3 | 39.6 | 16.9 | |||||||||||
Income taxes | 7.9 | 15.9 | 8.7 | 1.8 | |||||||||||
Net income from continuing operations | $ | 34.2 | $ | 37.4 | $ | 30.9 | $ | 15.1 | |||||||
Net income from continuing operations per share | |||||||||||||||
Basic | $ | 0.25 | $ | 0.28 | $ | 0.23 | $ | 0.11 | |||||||
Diluted | $ | 0.25 | $ | 0.28 | $ | 0.23 | $ | 0.11 | |||||||
Note 21—Subsequent Event
In January 2020, the Company entered into pay-fixed interest rate swaps with a notional amount of $500 million to swap variable rate interest payments under its term loan for fixed interest payments bearing a weighted average interest rate of 1.44%. The interest rate swaps have a five-year term, each maturing on January 23, 2025.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.
Internal Control over Financial Reporting
Management's report on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and the related report of KPMG LLP, our independent registered public accounting firm, are included in Item 8, Financial Statements and Supplementary Data under the headings Management's Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm, respectively, and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to our directors and nominees will be included in our Definitive Proxy Statement for our 2020
Annual Meeting of Stockholders and such information will be incorporated by reference herein. Our executive officers are as follows:
Name | Age | Position | ||
James P. Hallett | 66 | Chief Executive Officer and Chairman of the Board of Directors | ||
Charles S. Coleman | 48 | Senior Vice President, General Counsel and Secretary | ||
Thomas J. Fisher | 45 | Executive Vice President and Chief Information Officer | ||
Donald S. Gottwald | 53 | Chief Strategy Officer and President of Digital, Data and Mobility Solutions | ||
John C. Hammer | 49 | President of ADESA | ||
Peter J. Kelly | 51 | President | ||
Eric M. Loughmiller | 60 | Executive Vice President and Chief Financial Officer | ||
James E. Money | 57 | President of AFC | ||
Lisa A. Price | 45 | Executive Vice President, Chief People Officer | ||
Benjamin Skuy | 57 | Executive Vice President of International Markets and Strategic Initiatives | ||
James P. Hallett, 66, Chief Executive Officer and Chairman of the Board of Directors. Mr. Hallett has served as the Chief Executive Officer since September 2009 and the Chairman of the Board of Directors since December 2014. Mr. Hallett served as President and Chief Executive Officer of ADESA from April 2007 to September 2009. Mr. Hallett served as: Executive Vice President of ADESA, Inc. from May 2004 to May 2005; President of ADESA Corporation, LLC from March 2004 to May 2005; President of ADESA Corporation between August 1996 and October 2001 and again between January 2003 and March 2004; Chief Executive Officer of ADESA Corporation from August 1996 to July 2003; ADESA Corporation's Chairman from October 2001 to July 2003; Chairman, President and Chief Executive Officer of ALLETE Automotive Services, Inc. from January 2001 to January 2003 and Executive Vice President from August 1996 to May 2004. Mr. Hallett left ADESA in May 2005 and thereafter served as President of the Columbus Fair Auto Auction until April 2007.
Charles S. Coleman, 48, Senior Vice President, General Counsel and Secretary. Mr. Coleman has served as the Company's Senior Vice President and General Counsel since October 2017 and as Secretary since October 2019. Mr. Coleman previously served as Senior Vice President, General Counsel and Assistant Secretary from October 2017 to October 2019 and as Vice President, Assistant General Counsel and Assistant Secretary from April 2015 to October 2017. Prior to joining the Company, Mr. Coleman practiced corporate law as an associate attorney and then partner with Krieg DeVault in Indianapolis from 1999 to March 2015 and as an associate attorney with Baker Donelson (formerly Berkowitz, Lefkovits, Isom & Kushner) in Birmingham from 1996 to 1999.
Thomas J. Fisher, 45, Executive Vice President and Chief Information Officer. Mr. Fisher has served as the Company's Executive Vice President and Chief Information Officer since April 2017. Mr. Fisher was the Senior Vice President of Cloud Operations and General Manager, Indianapolis, of Genesys Telecommunications Laboratories, Inc. ("Genesys") from December 2016 to March 2017. Mr. Fisher was the Chief Services Officer at Interactive Intelligence Group, Inc. (which was acquired by Genesys) from January 2014 to December 2016 and also held other roles including Vice President of Global Sales Operations from May 2012 to January 2014.
Donald S. Gottwald, 53, Chief Strategy Officer and President of Digital, Data and Mobility Solutions. Mr. Gottwald has been the Chief Strategy Officer since July 2017 and the President of Digital, Data and Mobility Solutions since February 2019. Mr. Gottwald previously served as the Chief Operating Officer from March 2014 to February 2019. Prior to that, Mr. Gottwald served as the Chief Executive Officer of AFC from January 2009 to March 2014. Mr. Gottwald also served as the President of AFC from January 2009 to May 2013. Previously, Mr. Gottwald served in the role of Executive Vice President of Dealer Business for HSBC Auto Finance from December 2005 to October 2008. Prior to working at HSBC Auto Finance, Mr. Gottwald served in several roles of increased responsibility with GMAC Financial Services from June 1993 to December 2005, including Managing Director of Saab Financial Services Corp. and Managing Director of American Suzuki Financial Services. Mr. Gottwald has been active in the American Financial Services Association and previously served on the association's board of directors. In addition, Mr. Gottwald serves on the Northwood University Automotive Marketing Curriculum Advisory Board. In January 2020, the Company announced that Mr. Gottwald is resigning from the Company effective April 3, 2020.
100
John C. Hammer, 49, President of ADESA. Mr. Hammer has been the President of ADESA since February 2018. Prior to ADESA, Mr. Hammer was Chief Executive Officer of U.S. Auto Sales, Inc. and U.S. Auto Finance, Inc. from June 2016 to February 2018, and Chief Executive Officer of Cruz Auto, LLC from June 2017 to February 2018. Mr. Hammer previously served as Chief Executive Officer and President of AFC from March 2014 to June 2016. Mr. Hammer joined AFC in April 2009 as Chief Operating Officer, and assumed the role of President of AFC in May 2013. Prior to AFC, Mr. Hammer held senior management roles for more than a decade at various subsidiaries of GMAC Financial Services. He has also served as a general manager at AutoNation and held management roles at Mercedes Benz Credit Corp. Mr. Hammer has 27 years of experience in the automotive industry.
Peter J. Kelly, 51, President. Mr. Kelly has been President since January 2019. Previously, Mr. Kelly served as the President of Digital Services from December 2014 to January 2019 and the Chief Technology Officer from June 2013 to January 2019. Mr. Kelly was the President and Chief Executive Officer of Openlane from February 2011 to June 2013. Prior to that, Mr. Kelly was President and Chief Financial Officer of Openlane from February 2010 to February 2011. Mr. Kelly was a co-founder of Openlane in 1999 and served in a number of executive roles at Openlane from 1999 to 2010.
Eric M. Loughmiller, 60, Executive Vice President and Chief Financial Officer. Mr. Loughmiller has been Executive Vice President and Chief Financial Officer since April 2007. Previously, from 2001 to 2006, Mr. Loughmiller was the Vice President and Chief Financial Officer of ThoughtWorks, Inc., an information technology consulting firm. Prior to that, Mr. Loughmiller served as Executive Vice President and Chief Financial Officer of May & Speh, Inc. from 1996 to 1998 until May & Speh was acquired by Acxiom Corporation. Mr. Loughmiller was the finance leader of the Outsourcing Division of Acxiom Corporation from 1998 to 2000. Prior to joining May & Speh, Mr. Loughmiller was an audit partner with PricewaterhouseCoopers LLP, an independent registered public accounting firm. Mr. Loughmiller is a certified public accountant.
James E. Money, 57, President of AFC. Mr. Money has been President of AFC since June 2016. Mr. Money joined AFC in 1999 as Controller and was later promoted to Vice President of Finance in 2006 and to Chief Financial Officer in 2009. Prior to joining AFC, Mr. Money served as Chief Financial Officer of Fundex Games, LTD from 1998 to 1999. Mr. Money is a certified public accountant.
Lisa A. Price, 45, Executive Vice President, Chief People Officer. Ms. Price has served as the Company's Executive Vice President, Chief People Officer since January 2020. Ms. Price previously served as the Executive Vice President of Human Resources from June 2013 to January 2020. Prior to that, Ms. Price served as the Vice President of Employment and Litigation Counsel of the Company from January 2008 to June 2013 and Senior Corporate Counsel from November 2005 to January 2008. Prior to joining ADESA, Ms. Price practiced employment law with Stewart & Irwin in Indianapolis from November 2000 to November 2005.
Benjamin Skuy, 57, Executive Vice President of International Markets and Strategic Initiatives. Mr. Skuy has been Executive Vice President of International Markets and Strategic Initiatives since September 2009. Mr. Skuy previously served in the following positions between July 1999 and September 2009: Executive Vice President of International Markets and Managing Director of ADESA Canada from January 2008 to September 2009; Managing Director and Chief Operating Officer of ADESA Canada from July 2006 to January 2008; Chief Operating Officer of ADESA Canada from January 2002 to July 2006; and Chief Financial Officer of ADESA Canada from July 1999 to January 2002. Prior to joining ADESA, Mr. Skuy served as Assistant Vice President at Manulife Financial from June 1998 to July 1999. From August 1990 to May 1998 he served as Senior Manager at The Bank of Nova Scotia.
Delinquent Section 16(a) Reports
The information required by this item is incorporated by reference herein from our Definitive Proxy Statement for our
2020 Annual Meeting of Stockholders to be filed with the SEC as set forth under the caption "Documents Incorporated by
Reference."
101
Code of Business Conduct and Ethics
We have adopted the Code of Business Conduct and Ethics that applies to all of our employees, officers and directors,
including those officers responsible for financial reporting. In addition, we have adopted the Code of Ethics for Principal
Executive and Senior Financial Officers that applies to the Company's principal executive officer, principal financial and accounting officer and such other persons who are designated by our board of directors. Both codes are available on our website at www.karglobal.com and available in print to any stockholder who requests it. Information on, or accessible through, our website is not part of this Form 10-K. We expect that any amendments to these codes, or any waivers of their requirements, will be disclosed on our website.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference herein from our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC as set forth under the caption "Documents Incorporated by Reference."
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 403 of Regulation S-K will be included in our Definitive Proxy Statement for our 2020 Annual Meeting and such information will be incorporated by reference herein.
Equity Compensation Plan Information
The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2019.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted-average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(3) | ||||||
Equity compensation plans approved by security holder(s) | 2,035,813 | $ | 9.07 | 5,147,288 | |||||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 2,035,813 | $ | 9.07 | 5,147,288 | |||||
(1) | Includes service options, exit options, performance-based restricted stock units ("PRSUs") and restricted stock units ("RSUs") issued under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan (excluding dividend equivalents). The amount of PRSUs outstanding at target of 279,130 (excluding dividend equivalents) have been included. |
(2) | Awards issued by KAR Auction Services, Inc. have exercise prices ranging from $4.60 to $11.74. The weighted-average price in the table above only reflects the weighted-average exercise price of outstanding options. The weighted-average exercise price does not include the PRSUs or RSUs. |
(3) | The number of securities available for future issuance includes (a) 4,922,268 shares of common stock that may be issued under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan; and (b) 225,020 shares of common stock that may be issued under the KAR Auction Services, Inc. Employee Stock Purchase Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference herein from our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC as set forth under the caption "Documents Incorporated by Reference."
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated by reference herein from our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders to be filed with the SEC as set forth under the caption "Documents Incorporated by Reference."
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PART IV
Item 15. Exhibits, Financial Statement Schedules
a) | The following documents have been filed as part of this report or, where noted, incorporated by reference: |
1) | Financial Statements—the consolidated financial statements of KAR Auction Services, Inc. and its consolidated subsidiaries are filed as part of this report under Item 8. |
2) | Financial Statement Schedules—all schedules have been omitted because the matter or conditions are not present or the information required to be set forth therein is included in the consolidated financial statements and related notes thereto. |
3) | Exhibits—the exhibit index below is incorporated herein by reference as the list of exhibits required as part of this report. |
In reviewing the agreements included as exhibits to this Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about KAR Auction Services, ADESA, AFC or other parties to the agreements.
The agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Annual Report not misleading. Additional information about KAR Auction Services may be found elsewhere in this Annual Report on Form 10-K and KAR Auction Services, Inc.'s other public filings, which are available without charge through the SEC's website at http://www.sec.gov. See Item 1, "Business—Available Information."
EXHIBIT INDEX
Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
2.1 | + | 8-K | 001-34568 | 2.1 | 6/28/2019 | ||||||||
3.1 | 10-Q | 001-34568 | 3.1 | 8/3/2016 | |||||||||
3.2 | 8-K | 001-34568 | 3.1 | 11/4/2014 | |||||||||
4.1 | 8-K | 001-34568 | 4.1 | 5/31/2017 | |||||||||
4.2 | S-1/A | 333-161907 | 4.15 | 12/10/2009 | |||||||||
4.3 | X | ||||||||||||
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Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
10.1a | 8-K | 001-34568 | 10.1 | 3/12/2014 | |||||||||
10.1b | 8-K | 001-34568 | 10.1 | 3/9/2016 | |||||||||
10.1c | 8-K | 001-34568 | 10.1 | 5/31/2017 | |||||||||
10.1d | 8-K | 001-34568 | 10.1 | 9/20/2019 | |||||||||
10.2 | * | S-8 | 333-164032 | 10.1 | 12/24/2009 | ||||||||
10.3 | * | S-4 | 333-148847 | 10.15 | 1/25/2008 | ||||||||
10.4 | * | 10-K | 001-34568 | 10.15 | 2/28/2012 | ||||||||
10.5a | * | 8-K | 001-34568 | 10.1 | 3/20/2014 | ||||||||
10.5b | * | 10-K | 001-34568 | 10.5b | 2/21/2018 | ||||||||
10.5c | * | 10-K | 001-34568 | 10.5c | 2/21/2019 | ||||||||
10.6 | * | 8-K | 001-34568 | 10.5 | 12/17/2013 | ||||||||
10.7 | * | 10-K | 001-34568 | 10.7 | 2/21/2019 | ||||||||
10.8a | * | 10-K | 001-34568 | 10.13 | 2/19/2014 | ||||||||
10.8b | * | 10-K | 001-34568 | 10.8b | 2/21/2018 | ||||||||
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Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
10.8c | * | 10-Q | 001-34568 | 10.8c | 11/6/2019 | ||||||||
10.9a | * | 10-K | 001-34568 | 10.9a | 2/24/2017 | ||||||||
10.9b | * | 10-K | 001-34568 | 10.9b | 2/24/2017 | ||||||||
10.9c | * | 10-K | 001-34568 | 10.9c | 2/21/2019 | ||||||||
10.10 | * | 10-K | 001-34568 | 10.13 | 2/24/2017 | ||||||||
10.11 | * | 10-K | 001-34568 | 10.12 | 2/21/2018 | ||||||||
10.12 | * | 10-K | 001-34568 | 10.13 | 2/21/2019 | ||||||||
10.13 | * | X | |||||||||||
10.14a | ^ | S-4 | 333-148847 | 10.32 | 1/25/2008 | ||||||||
10.14b | S-4 | 333-148847 | 10.33 | 1/25/2008 | |||||||||
10.14c | S-4 | 333-148847 | 10.34 | 1/25/2008 | |||||||||
10.14d | ^ | S-4 | 333-148847 | 10.35 | 1/25/2008 | ||||||||
10.14e | 10-K | 001-34568 | 10.19e | 2/28/2012 | |||||||||
10.14f | 10-K | 001-34568 | 10.19f | 2/28/2012 | |||||||||
10.15 | ^ | 10-K | 001-34568 | 10.15 | 2/21/2019 | ||||||||
10.16a | ^ | 10-K | 001-34568 | 10.16 | 2/24/2017 | ||||||||
10.16b | 10-Q | 001-34568 | 10.16b | 5/10/2017 | |||||||||
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Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
10.16c | ^ | 10-K | 001-34568 | 10.16c | 2/21/2019 | ||||||||
10.17a | 8-K | 333-148847 | 10.3 | 9/9/2008 | |||||||||
10.17b | 8-K | 333-148847 | 10.11 | 9/9/2008 | |||||||||
10.18a | 8-K | 333-148847 | 10.4 | 9/9/2008 | |||||||||
10.18b | 8-K | 333-148847 | 10.12 | 9/9/2008 | |||||||||
10.19a | 8-K | 333-148847 | 10.5 | 9/9/2008 | |||||||||
10.19b | 8-K | 333-148847 | 10.13 | 9/9/2008 | |||||||||
10.20a | 8-K | 333-148847 | 10.6 | 9/9/2008 | |||||||||
10.20b | 8-K | 333-148847 | 10.14 | 9/9/2008 | |||||||||
10.21a | 8-K | 333-148847 | 10.7 | 9/9/2008 | |||||||||
10.21b | 8-K | 333-148847 | 10.15 | 9/9/2008 | |||||||||
10.22a | 8-K | 333-148847 | 10.8 | 9/9/2008 | |||||||||
10.22b | 8-K | 333-148847 | 10.16 | 9/9/2008 | |||||||||
10.23a | 8-K | 333-148847 | 10.10 | 9/9/2008 | |||||||||
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Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
10.23b | 8-K | 333-148847 | 10.18 | 9/9/2008 | |||||||||
10.24a | 10-Q | 333-148847 | 10.21 | 11/13/2008 | |||||||||
10.24b | 10-Q | 333-148847 | 10.22 | 11/13/2008 | |||||||||
10.25 | 8-K | 001-34568 | 10.1 | 12/17/2013 | |||||||||
10.26a | * | DEF 14A | 001-34568 | Appendix A | 4/29/2014 | ||||||||
10.26b | * | 10-K | 001-34568 | 10.24b | 2/18/2016 | ||||||||
10.27a | * | S-8 | 333-164032 | 10.3 | 12/24/2009 | ||||||||
10.27b | * | 10-Q | 001-34568 | 10.60 | 8/4/2010 | ||||||||
10.27c | * | 10-Q | 001-34568 | 10.61 | 8/4/2010 | ||||||||
10.27d | * | 10-Q | 001-34568 | 10.26d | 11/7/2018 | ||||||||
10.28a | * | 10-Q | 001-34568 | 10.62 | 8/4/2010 | ||||||||
10.28b | * | 10-Q | 001-34568 | 10.28b | 11/6/2019 | ||||||||
10.29 | * | 10-Q | 001-34568 | 10.29 | 8/7/2019 | ||||||||
10.30 | * | S-1/A | 333-161907 | 10.65 | 12/4/2009 | ||||||||
10.31 | * | 10-K | 001-34568 | 10.30 | 2/18/2016 | ||||||||
10.32 | * | 10-K | 001-34568 | 10.33 | 2/24/2017 | ||||||||
10.33 | * | 10-K | 001-34568 | 10.33 | 2/21/2018 | ||||||||
10.34 | * | 10-K | 001-34568 | 10.35 | 2/21/2019 | ||||||||
10.35 | * | X | |||||||||||
10.36 | * | 10-K | 001-34568 | 10.34 | 2/18/2016 | ||||||||
10.37 | * | 10-K | 001-34568 | 10.38 | 2/24/2017 | ||||||||
107
Incorporated by Reference | |||||||||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||
10.38 | * | X | |||||||||||
10.39 | 8-K | 001-34568 | 10.1 | 6/28/2019 | |||||||||
10.40 | 8-K | 001-34568 | 10.2 | 6/28/2019 | |||||||||
10.41 | 8-K | 001-34568 | 10.3 | 6/28/2019 | |||||||||
21.1 | X | ||||||||||||
23.1 | X | ||||||||||||
31.1 | X | ||||||||||||
31.2 | X | ||||||||||||
32.1 | X | ||||||||||||
32.2 | X | ||||||||||||
101 | The following materials from KAR Auction Services, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the year ended December 31, 2019, 2018 and 2017; (ii) the Consolidated Balance Sheets as of December 31, 2019 and 2018; (iii) the Consolidated Statements of Stockholders' Equity for the year ended December 31, 2019, 2018 and 2017; (iv) the Consolidated Statements of Cash Flows for the year ended December 31, 2019, 2018 and 2017; and (v) the Notes to Consolidated Financial Statements. | X | |||||||||||
104 | Cover page Interactive Data File, formatted in iXBRL (contained in Exhibit 101). | X | |||||||||||
_______________________________________________________________________________
+ | Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
^ | Portions of this exhibit have been redacted pursuant to a request for confidential treatment filed separately with the Secretary of the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended. |
* | Denotes management contract or compensation plan, contract or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KAR Auction Services, Inc. | |||
By: | /s/ JAMES P. HALLETT | ||
James P. Hallett Chief Executive Officer | |||
February 19, 2020 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ JAMES P. HALLETT | Chief Executive Officer and Chairman of the Board | February 19, 2020 | ||
James P. Hallett | (Principal Executive Officer) | |||
/s/ ERIC M. LOUGHMILLER | Chief Financial Officer | February 19, 2020 | ||
Eric M. Loughmiller | (Principal Financial and Accounting Officer) | |||
/s/ DAVID DIDOMENICO | Director | February 19, 2020 | ||
David DiDomenico | ||||
/s/ CARMEL GALVIN | Director | February 19, 2020 | ||
Carmel Galvin | ||||
/s/ MARK E. HILL | Director | February 19, 2020 | ||
Mark E. Hill | ||||
/s/ J. MARK HOWELL | Director | February 19, 2020 | ||
J. Mark Howell | ||||
/s/ STEFAN JACOBY | Director | February 19, 2020 | ||
Stefan Jacoby | ||||
/s/ MICHAEL T. KESTNER | Lead Independent Director | February 19, 2020 | ||
Michael T. Kestner | ||||
/s/ MARY ELLEN SMITH | Director | February 19, 2020 | ||
Mary Ellen Smith | ||||
/s/ STEPHEN E. SMITH | Director | February 19, 2020 | ||
Stephen E. Smith | ||||
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