FINANCIAL INFORMATION
Item 1. Financial Statements
KAR Auction Services, Inc.
Consolidated Statements of Income
(In millions, except per share data)
(Unaudited)
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Three Months Ended
March 31,
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2016
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2015
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Operating revenues
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ADESA Auction Services
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$
|
401.5
|
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$
|
328.0
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IAA Salvage Services
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269.6
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238.0
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AFC
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73.9
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|
66.4
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Total operating revenues
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745.0
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|
632.4
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Operating expenses
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|
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Cost of services (exclusive of depreciation and amortization)
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418.7
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|
352.1
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Selling, general and administrative
|
141.1
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121.5
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Depreciation and amortization
|
56.4
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|
|
50.9
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Total operating expenses
|
616.2
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|
524.5
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Operating profit
|
128.8
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|
107.9
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Interest expense
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28.7
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21.0
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Other income, net
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(1.3
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)
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(2.2
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)
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Loss on extinguishment of debt
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4.0
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—
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Income before income taxes
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97.4
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89.1
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Income taxes
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36.7
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34.6
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Net income
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$
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60.7
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$
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54.5
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Net income per share
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Basic
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$
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0.44
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$
|
0.39
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Diluted
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$
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0.44
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$
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0.38
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Dividends declared per common share
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$
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0.29
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$
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0.27
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See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
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Three Months Ended
March 31,
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2016
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2015
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Net income
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$
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60.7
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$
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54.5
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Other comprehensive income (loss)
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Foreign currency translation gain (loss)
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8.7
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(18.3
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)
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Comprehensive income
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$
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69.4
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$
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36.2
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|
See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited)
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March 31,
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December 31,
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2016
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2015
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Assets
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Current assets
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Cash and cash equivalents
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$
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676.3
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$
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155.0
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Restricted cash
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14.9
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16.2
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Trade receivables, net of allowances of $7.6 and $6.6
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662.9
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511.9
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Finance receivables, net of allowances $9.3 and $9.0
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1,696.2
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1,632.0
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Other current assets
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129.6
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131.0
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Total current assets
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3,179.9
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2,446.1
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Other assets
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Goodwill
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1,795.7
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1,795.9
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Customer relationships, net of accumulated amortization of $643.5 and $619.3
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400.5
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417.7
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Other intangible assets, net of accumulated amortization of $274.2 and $258.1
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309.5
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310.8
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Other assets
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33.9
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34.1
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Total other assets
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2,539.6
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2,558.5
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Property and equipment, net of accumulated depreciation of $591.8 and $569.6
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770.6
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766.9
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Total assets
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$
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6,490.1
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$
|
5,771.5
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See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data)
(Unaudited)
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March 31,
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December 31,
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2016
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2015
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Liabilities and Stockholders' Equity
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Current liabilities
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Accounts payable
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$
|
768.2
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$
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608.4
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Accrued employee benefits and compensation expenses
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63.5
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90.9
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Accrued interest
|
0.9
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0.8
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Other accrued expenses
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129.3
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128.4
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Income taxes payable
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0.6
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|
5.3
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Dividends payable
|
39.8
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37.2
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Obligations collateralized by finance receivables
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1,202.9
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1,189.0
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Current maturities of long-term debt
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24.7
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|
153.9
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Total current liabilities
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2,229.9
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|
2,213.9
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Non-current liabilities
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Long-term debt
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2,385.5
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1,711.2
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Deferred income tax liabilities
|
297.9
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|
300.8
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Other liabilities
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153.1
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|
159.5
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Total non-current liabilities
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2,836.5
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2,171.5
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Commitments and contingencies (Note 8)
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Stockholders' equity
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Preferred stock, $0.01 par value:
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Authorized shares: 100,000,000
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Issued shares: none
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—
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—
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Common stock, $0.01 par value:
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Authorized shares: 400,000,000
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Issued and outstanding shares:
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March 31, 2016: 137,289,756
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December 31, 2015: 137,795,296
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1.4
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1.4
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Additional paid-in capital
|
1,415.7
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|
1,407.6
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Retained earnings
|
38.1
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|
17.3
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Accumulated other comprehensive loss
|
(31.5
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)
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(40.2
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)
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Total stockholders' equity
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1,423.7
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1,386.1
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Total liabilities and stockholders' equity
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$
|
6,490.1
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$
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5,771.5
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See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Consolidated Statements of Stockholders' Equity
(In millions)
(Unaudited)
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Common
Stock
Shares
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Common
Stock
Amount
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Additional
Paid-In
Capital
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Retained Earnings
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Accumulated
Other
Comprehensive
Loss
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Total
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Balance at December 31, 2015
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137.8
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$
|
1.4
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$
|
1,407.6
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$
|
17.3
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$
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(40.2
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)
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|
$
|
1,386.1
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Net income
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60.7
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60.7
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Other comprehensive income
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8.7
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8.7
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Issuance of common stock under stock plans
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0.3
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2.2
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2.2
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Stock-based compensation expense
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5.2
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5.2
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Excess tax benefit from stock-based compensation
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0.6
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0.6
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Repurchase and retirement of common stock
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(0.8
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)
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—
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Dividends earned under stock plans
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0.1
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(0.1
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)
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—
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Cash dividends declared to stockholders ($0.29 per share)
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(39.8
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)
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(39.8
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)
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Balance at March 31, 2016
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137.3
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$
|
1.4
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$
|
1,415.7
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$
|
38.1
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$
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(31.5
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)
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$
|
1,423.7
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See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
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Three Months Ended
March 31,
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2016
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|
2015
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Operating activities
|
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Net income
|
$
|
60.7
|
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$
|
54.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
|
56.4
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50.9
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Provision for credit losses
|
6.9
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4.6
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Deferred income taxes
|
(3.5
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)
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(3.2
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)
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Amortization of debt issuance costs
|
2.0
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|
1.7
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Stock-based compensation
|
5.2
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2.6
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Excess tax benefit from stock-based compensation
|
(0.6
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)
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(3.5
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)
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Loss on disposal of fixed assets
|
0.1
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0.1
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Loss on extinguishment of debt
|
4.0
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—
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Other non-cash, net
|
2.0
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|
0.8
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Changes in operating assets and liabilities, net of acquisitions:
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Trade receivables and other assets
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(152.4
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)
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(128.1
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)
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Accounts payable and accrued expenses
|
88.7
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105.7
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Net cash provided by operating activities
|
69.5
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86.1
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Investing activities
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Net (increase) decrease in finance receivables held for investment
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(65.6
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)
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6.0
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Acquisition of businesses, net of cash acquired
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—
|
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(21.9
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)
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Purchases of property, equipment and computer software
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(36.0
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)
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(25.1
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)
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Decrease in restricted cash
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1.3
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2.8
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Net cash used by investing activities
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(100.3
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)
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(38.2
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)
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Financing activities
|
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Net increase in book overdrafts
|
41.7
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40.7
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Net decrease in borrowings from lines of credit
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(140.0
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)
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—
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Net increase (decrease) in obligations collateralized by finance receivables
|
8.1
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(9.1
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)
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Proceeds from long-term debt
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1,336.5
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|
—
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Payments for debt issuance costs/amendments
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(19.5
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)
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—
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Payments on long-term debt
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(637.6
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)
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(4.4
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)
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Payments on capital leases
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(6.2
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)
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(4.8
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)
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Payments of contingent consideration and deferred acquisition costs
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(2.0
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)
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(1.2
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)
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Issuance of common stock under stock plans
|
2.2
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9.2
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Excess tax benefit from stock-based compensation
|
0.6
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3.5
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Repurchase and retirement of common stock
|
—
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(10.2
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)
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Dividends paid to stockholders
|
(37.2
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)
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(38.2
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)
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Net cash provided by (used by) financing activities
|
546.6
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(14.5
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)
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Effect of exchange rate changes on cash
|
5.5
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(7.9
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)
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Net increase in cash and cash equivalents
|
521.3
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|
25.5
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Cash and cash equivalents at beginning of period
|
155.0
|
|
|
152.9
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Cash and cash equivalents at end of period
|
$
|
676.3
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$
|
178.4
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Cash paid for interest
|
$
|
25.4
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|
$
|
18.8
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Cash paid for taxes, net of refunds
|
$
|
32.9
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$
|
34.2
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|
See accompanying notes to consolidated financial statements
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements
March 31, 2016
(Unaudited)
Note 1—Basis of Presentation and Nature of Operations
Defined Terms
Unless otherwise indicated or unless the context otherwise requires, the following terms used herein shall have the following meanings:
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•
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"we," "us," "our" and "the Company" refer, collectively, to KAR Auction Services, Inc. and all of its subsidiaries;
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•
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"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");
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•
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"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.;
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•
|
"Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014, among KAR Auction Services, as the borrower, the several banks and other financial institutions or entities from time to time parties thereto and the administrative agent, as amended on March 9, 2016;
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•
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"Credit Facility" refers to the
three
-year senior secured term loan B-1 facility ("Term Loan B-1"), the
seven
-year senior secured term loan B-2 facility ("Term Loan B-2"), the
seven
-year senior secured term loan B-3 facility ("Term Loan B-3"), the
$300 million
,
five
-year senior secured revolving credit facility (the "revolving credit facility") and the
$250 million
,
five
-year senior secured revolving credit facility (the "old revolving credit facility"), the terms of which are set forth in the Credit Agreement. Term Loan B-1 and the old revolving credit facility were extinguished in March 2016 with proceeds received from Term Loan B-3;
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•
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"IAA" refers, collectively, to Insurance Auto Auctions, Inc., a wholly-owned subsidiary of KAR Auction Services, and Insurance Auto Auctions, Inc.'s subsidiaries and other related entities, including HBC Vehicle Services ("HBC"); and
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•
|
"KAR Auction Services" refers to KAR Auction Services, Inc. and not to its subsidiaries.
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Business and Nature of Operations
As of
March 31, 2016
, we have a North American network of
66
ADESA whole car auction sites and
173
IAA salvage vehicle auction sites; in addition, we offer online auctions for both whole car and salvage vehicles. IAA also includes HBC Vehicle Services, which operates from
10
locations in the United Kingdom. Our auctions facilitate the sale of used and salvage vehicles through physical, online or hybrid auctions, which permit Internet buyers to participate in physical auctions. ADESA and IAA are leading, national providers of wholesale and salvage vehicle auctions and related vehicle remarketing services for the automotive industry in North America. 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 and salvage vehicles between sellers and buyers throughout the vehicle life cycle. ADESA and IAA facilitate 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.
IAA is one of the leading providers of salvage vehicle auctions and related services. The salvage auctions facilitate the remarketing of damaged vehicles that are designated as total losses by insurance companies, recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made, purchased vehicles and older model vehicles donated to charity or sold by dealers in salvage auctions. The salvage auction business specializes in providing services such as inbound transportation logistics, inspections, evaluations, salvage recovery services, titling and settlement administrative services.
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
AFC is a leading provider of floorplan financing to independent used vehicle dealers and this financing is provided through
118
locations throughout the United States and Canada as of
March 31, 2016
. Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, IAA, 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.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2015
, as filed with the Securities and Exchange Commission on February 18, 2016. The
2015
year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to 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. Actual results could differ from these estimates.
Unamortized Debt Issuance Costs
Debt issuance costs reflect the expenditures incurred in conjunction with term loan debt, the revolving credit facility 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.
We adopted Accounting Standards Update (“ASU”) 2015-03,
Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
, in the first quarter of 2016. The update required debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The new guidance represents a change in accounting principle and required retrospective application. As shown in the table below, we have reclassified unamortized debt issuance costs previously reported as of December 31, 2015
(in millions)
:
|
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|
|
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Originally Reported
|
|
Reclassified
|
|
As Adjusted
|
Unamortized debt issuance costs
|
$
|
20.3
|
|
|
$
|
(20.3
|
)
|
|
$
|
—
|
|
Obligations collateralized by finance receivables
|
1,201.2
|
|
|
(12.2
|
)
|
|
1,189.0
|
|
Long-term debt
|
1,719.3
|
|
|
(8.1
|
)
|
|
1,711.2
|
|
New Accounting Standards
In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09,
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
. The update changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on the consolidated financial statements.
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which replaces existing lease guidance. The ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use 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 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and the ASU is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, which superseded the revenue recognition requirements in Accounting Standards Codification ("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. ASU 2014-09 also requires additional disclosures to help financial statement users better understand the nature, amount, timing and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU 2015-14
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
,
which defers the effective date of ASU 2014-09 by one year. In accordance with the agreed upon delay, the new guidance is effective for the first annual reporting period and interim periods beginning after December 15, 2017, and will require either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
Note 2—Acquisitions
In February 2016, ADESA signed a definitive agreement to acquire auctions owned by the Brasher family. On April 1, 2016, ADESA completed the acquisition of Brasher's
eight
auctions for
$275 million
in cash. The acquisition strengthens ADESA's western U.S. footprint. In 2015, Brasher's had revenue of approximately
$140 million
. The purchase accounting related to this acquisition is incomplete. Financial results for Brasher's will be included in our consolidated financial statements beginning in the second quarter of 2016.
In March 2016, ADESA signed a definitive agreement to acquire Sanford Auto Dealers Exchange ("SADE"). SADE will expand ADESA's geographic footprint in central Florida. The closing of the transaction is subject to customary conditions and is expected to close in the second quarter of 2016.
Note 3—Stock and Stock-Based Compensation Plans
We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") in December 2009. The Omnibus Plan is intended to provide equity or cash-based awards to our employees. Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. performance-based restricted stock units ("PRSUs"), service-based restricted stock units ("RSUs") and service options. We have classified the KAR Auction Services, Inc. PRSUs, RSUs and service options as equity awards.
The total income tax benefit recognized in the consolidated statement of income for PRSUs, RSUs and options was approximately
$2.0 million
and
$1.0 million
for the three months ended
March 31, 2016
and
2015
, respectively. The following table summarizes our stock-based compensation expense by type of award
(in millions)
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2016
|
|
2015
|
PRSUs
|
$
|
3.1
|
|
|
$
|
1.3
|
|
RSUs
|
1.5
|
|
|
0.4
|
|
Service options
|
0.6
|
|
|
0.9
|
|
Total stock-based compensation expense
|
$
|
5.2
|
|
|
$
|
2.6
|
|
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
PRSUs and RSUs
In the first quarter of 2016, we granted a target amount of approximately
0.3 million
PRSUs to certain executive officers and management of the Company. The PRSUs vest if and to the extent that the Company's
three
-year operating adjusted earnings per share attains certain specified goals. In addition, approximately
0.3 million
RSUs were granted to certain executive officers and management of the Company. The RSUs are contingent upon continued employment and vest in
three
equal annual installments. The weighted average grant date fair value of the PRSUs and the RSUs was
$34.73
per share, which was determined using the closing price of the Company's common stock on the date of grant. The PRSU and RSU grants were made pursuant to the Company’s Policy on Granting Equity Awards.
Share Repurchase Program
In October 2014, 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 28, 2016
. 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. For the year ended December 31, 2015, we repurchased and retired a total of
744,900
shares of common stock in the open market at a weighted average price of
$37.04
per share.
In August 2015, as part of the authorized program to repurchase common stock noted above, the Company entered into an accelerated share repurchase agreement under which it paid
$200 million
for an initial delivery of approximately
4.6 million
shares of its common stock. The initial delivery of shares represented
90%
of the shares anticipated to be repurchased based on current market prices at that time. The initial delivery of shares also resulted in an immediate reduction in the number of shares used to calculate the weighted average common shares outstanding for basic and diluted net income per share. The Company settled the accelerated share repurchase agreement in January 2016 and received approximately
0.8 million
additional shares of its common stock based on an adjusted volume weighted average price of its stock over the period. In total,
5,413,274
shares were repurchased under the accelerated share repurchase agreement at an average repurchase price of
$36.95
per share.
Note 4—Net Income Per Share
The following table sets forth the computation of net income per share
(in millions except per share amounts)
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2016
|
|
2015
|
Net income
|
$
|
60.7
|
|
|
$
|
54.5
|
|
Weighted average common shares outstanding
|
137.2
|
|
|
141.4
|
|
Effect of dilutive stock options and restricted stock awards
|
1.8
|
|
|
2.5
|
|
Weighted average common shares outstanding and potential common shares
|
139.0
|
|
|
143.9
|
|
Net income per share
|
|
|
|
Basic
|
$
|
0.44
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.38
|
|
Basic net income per share was calculated by dividing net income by the weighted average number of outstanding common shares for the period. Diluted net income per share was calculated consistent with basic net income 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 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 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 per share for the three months ended
March 31, 2016
and
2015
, respectively. In addition, approximately
0.5 million
and approximately
0.3 million
PRSUs were
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
excluded from the calculation of diluted net income per share for the three months ended
March 31, 2016
and
2015
, respectively. Total options outstanding at
March 31, 2016
and
2015
were
3.7 million
and
5.1 million
, respectively.
Note 5—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. AFC Funding Corporation had committed liquidity of
$1.25 billion
for U.S. finance receivables at
March 31, 2016
.
In March 2016, AFC and AFC Funding Corporation entered into Amendment No. 1 (the "Amendment") to the Sixth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”). The Amendment increased AFC Funding's U.S. committed liquidity from
$1.15 billion
to
$1.25 billion
. The maturity date of the Receivables Purchase Agreement remains June 29, 2018. We capitalized approximately
$0.8 million
of costs in connection with the Amendment.
We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables which expires on June 29, 2018. AFCI's committed facility is provided through a third party conduit (separate from the U.S. facility) and was
C$125 million
at
March 31, 2016
. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
Net Credit Losses
Three Months Ended
March 31, 2016
|
|
Principal Amount of:
|
|
(in millions)
|
Receivables
|
|
Receivables
Delinquent
|
|
Floorplan receivables
|
$
|
1,698.7
|
|
|
$
|
7.4
|
|
|
$
|
5.3
|
|
Other loans
|
6.8
|
|
|
—
|
|
|
—
|
|
Total receivables managed
|
$
|
1,705.5
|
|
|
$
|
7.4
|
|
|
$
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
Net Credit Losses
Three Months Ended
March 31, 2015
|
|
Principal Amount of:
|
|
(in millions)
|
Receivables
|
|
Receivables
Delinquent
|
|
Floorplan receivables
|
$
|
1,635.5
|
|
|
$
|
7.0
|
|
|
$
|
3.2
|
|
Other loans
|
5.5
|
|
|
—
|
|
|
—
|
|
Total receivables managed
|
$
|
1,641.0
|
|
|
$
|
7.0
|
|
|
$
|
3.2
|
|
AFC's allowance for losses was
$9.3 million
and
$9.0 million
at
March 31, 2016
and
December 31, 2015
, respectively.
As of
March 31, 2016
and
December 31, 2015
,
$1,654.6 million
and
$1,626.6 million
, respectively, of finance receivables and a cash reserve of
1
percent of the obligations collateralized by finance receivables served as security for the obligations collateralized by finance receivables. Obligations collateralized by finance receivables consisted of the following:
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
March 31,
2016
|
|
December 31,
2015
|
Obligations collateralized by finance receivables, gross
|
$
|
1,214.7
|
|
|
$
|
1,201.2
|
|
Unamortized securitization issuance costs
|
(11.8
|
)
|
|
(12.2
|
)
|
Obligations collateralized by finance receivables
|
$
|
1,202.9
|
|
|
$
|
1,189.0
|
|
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
March 31, 2016
, we were in compliance with the covenants in the securitization agreements.
Note 6—Long-Term Debt
Long-term debt consisted of the following
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate *
|
|
Maturity
|
|
March 31,
2016
|
|
December 31,
2015
|
Term Loan B-1
|
LIBOR
|
|
+ 2.50%
|
|
March 11, 2017
|
|
$
|
—
|
|
|
$
|
637.2
|
|
Term Loan B-2
|
Adjusted LIBOR
|
|
+ 3.1875%
|
|
March 11, 2021
|
|
1,097.6
|
|
|
1,098.0
|
|
Term Loan B-3
|
Adjusted LIBOR
|
|
+ 3.50%
|
|
March 9, 2023
|
|
1,350.0
|
|
|
—
|
|
Revolving credit facility
|
Adjusted LIBOR
|
|
+ 2.50%
|
|
March 9, 2021
|
|
—
|
|
|
—
|
|
Old revolving credit facility
|
LIBOR
|
|
+ 2.25%
|
|
March 11, 2019
|
|
—
|
|
|
140.0
|
|
Canadian line of credit
|
CAD Prime
|
|
+ 0.50%
|
|
Repayable upon demand
|
|
—
|
|
|
—
|
|
Total debt
|
|
|
|
|
|
|
2,447.6
|
|
|
1,875.2
|
|
Unamortized debt issuance costs/discounts
|
|
|
|
|
|
(37.4
|
)
|
|
(10.1
|
)
|
Current portion of long-term debt
|
|
|
|
|
|
|
(24.7
|
)
|
|
(153.9
|
)
|
Long-term debt
|
|
|
|
|
|
|
$
|
2,385.5
|
|
|
$
|
1,711.2
|
|
*
The interest rates presented in the table above represent the rates in place at
March 31, 2016
.
Credit Facility
On March 9, 2016, we entered into an Incremental Commitment Agreement and First Amendment (the "First Amendment") to the Credit Agreement. The First Amendment provided for, among other things, (i) a new
seven
-year senior secured term loan facility ("Term Loan B-3") and (ii) a
$300 million
,
five
-year senior secured revolving credit facility (the "revolving credit facility"), which replaced the previously existing revolving credit facility (the "old revolving credit facility"). The proceeds received from Term Loan B-3 were used to repay in full Term Loan B-1 and the amount outstanding on the old 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
$4.0 million
in the first quarter of 2016. The loss was a result of the write-off of unamortized debt issuance costs associated with Term Loan B-1 and the old revolving credit facility. The First Amendment did not change the amount outstanding on Term Loan B-2, but did increase its interest rate margin. In addition, we capitalized approximately
$18.0 million
of debt issuance costs in connection with the First Amendment.
The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Credit Agreement provides that with respect to the revolving credit facility, up to
$75 million
is available for letters of credit and up to
$75 million
is available for swing line loans.
Term Loan B-2 was issued at a discount of
$2.8 million
and Term Loan B-3 was issued at a discount of
$13.5 million
. The discounts are being amortized using the effective interest method to interest expense over the respective terms of the loans. Both Term Loan B-2 and Term Loan B-3 are payable in quarterly installments equal to
0.25%
of the original aggregate
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
principal amounts of the term loans, respectively. Such payments commenced on June 30, 2014 for Term Loan B-2 and will commence on June 30, 2016 for Term Loan B-3, with the balances payable at each respective maturity date. In addition, the Credit Facility is subject to mandatory prepayments and reduction in an amount equal to the net proceeds of certain debt offerings, certain asset sales and certain insurance recovery events.
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 maximum leverage ratio, provided there are revolving loans outstanding. We were in compliance with the covenants in the Credit Agreement at
March 31, 2016
.
As set forth in the Credit Agreement, Term Loan B-2 bears interest at
Adjusted LIBOR
(as defined in the Credit Agreement) plus
3.1875%
(with an Adjusted LIBOR floor of
0.75%
per annum), Term Loan B-3 at
Adjusted LIBOR
(as defined in the Credit Agreement) plus
3.50%
(with an Adjusted LIBOR floor of
0.75%
per annum) and revolving loan borrowings at
Adjusted LIBOR
plus
2.50%
. However, for specified types of borrowings, the Company may elect to make Term Loan B-2 borrowings at a
Base Rate
(as defined in the Credit Agreement) plus
2.1875%
, Term Loan B-3 at a
Base Rate
plus
2.50%
and revolving loan borrowings at a
Base Rate
plus
1.50%
. The rates on Term Loan B-2 and Term Loan B-3 were
3.94%
and
4.25%
at
March 31, 2016
, respectively. In addition, if the Company reduces its Consolidated Senior Secured Leverage Ratio, which is based on a net debt calculation, to levels specified in the Credit Agreement, the applicable interest rate on the revolving credit facility will step down by 25 basis points. The Company also pays a commitment fee of 40 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility. The fee may step down to 35 basis points based on the Company's Consolidated Senior Secured Leverage Ratio as described above.
On
March 31, 2016
there were
no
borrowings on the revolving credit facility and
$140.0 million
was drawn on the old revolving credit facility at
December 31, 2015
. In addition, we had related outstanding letters of credit in the aggregate amount of
$28.0 million
at
March 31, 2016
and
December 31, 2015
, which reduce the amount available for borrowings under the respective revolving credit facility.
Fair Value of Debt
As of
March 31, 2016
, the estimated fair value of our long-term debt amounted to
$2,447.6 million
. The estimates of fair value were based on broker-dealer quotes for our debt as of
March 31, 2016
. The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.
Note 7—Derivatives
We are exposed to interest rate risk on our variable rate borrowings. Accordingly, interest rate fluctuations affect the amount of interest expense we are obligated to pay. We use interest rate derivatives with the objective of managing exposure to interest rate movements, thereby reducing the effect of interest rate changes and the effect they could have on future cash flows. Currently, interest rate cap agreements are used to accomplish this objective.
|
|
•
|
In August 2015, we purchased
three
interest rate caps for an aggregate amount of approximately
$1.5 million
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
(i) exceeds
2.0%
between August 19, 2015 (the effective date) and September 29, 2016 and (ii) exceeds
1.75%
between September 30, 2016 and August 19, 2017 (the maturity date).
|
|
|
•
|
In April 2015, we purchased
two
interest rate caps for an aggregate amount of approximately
$0.7 million
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
exceeds
1.5%
. The interest rate cap agreements each had an effective date of April 16, 2015 and each matures on March 31, 2017.
|
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
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
|
|
|
March 31, 2016
|
|
December 31, 2015
|
Derivatives Not Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
2015 Interest rate caps
|
|
Other assets
|
|
$
|
0.1
|
|
|
Other assets
|
|
$
|
0.7
|
|
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
|
|
|
|
Three Months Ended
March 31,
|
Derivatives Not Designated as Hedging Instruments
|
|
|
2016
|
|
2015
|
2015 Interest rate caps
|
|
Interest expense
|
|
$
|
(0.6
|
)
|
|
N/A
|
Note 8—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. Such matters are generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows. Legal fees are expensed as incurred. There has been
no
significant change in the legal and regulatory proceedings which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
Note 9—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following (
in millions
):
|
|
|
|
|
|
|
|
|
|
March 31,
2016
|
|
December 31,
2015
|
Foreign currency translation loss
|
$
|
(31.6
|
)
|
|
$
|
(40.3
|
)
|
Unrealized gain on postretirement benefit obligation, net of tax
|
0.1
|
|
|
0.1
|
|
Accumulated other comprehensive loss
|
$
|
(31.5
|
)
|
|
$
|
(40.2
|
)
|
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
Note 10—Segment Information
ASC 280,
Segment Reporting
, requires reporting of segment information that is consistent with the manner in which the chief operating decision maker operates and views the Company. Our operations are grouped into
three
operating segments: ADESA Auctions, IAA and AFC, which also serve as our reportable business segments. These reportable business segments offer different services and have fundamental differences in their operations.
The holding company is maintained separately from the
three
reportable segments and includes expenses associated with the corporate office, 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 capital 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 for the three months ended
March 31, 2016
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADESA
Auctions
|
|
IAA
|
|
AFC
|
|
Holding
Company
|
|
Consolidated
|
Operating revenues
|
$
|
401.5
|
|
|
$
|
269.6
|
|
|
$
|
73.9
|
|
|
$
|
—
|
|
|
$
|
745.0
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
Cost of services (exclusive of depreciation and amortization)
|
225.1
|
|
|
173.5
|
|
|
20.1
|
|
|
—
|
|
|
418.7
|
|
Selling, general and administrative
|
76.6
|
|
|
25.7
|
|
|
7.5
|
|
|
31.3
|
|
|
141.1
|
|
Depreciation and amortization
|
22.5
|
|
|
21.3
|
|
|
7.7
|
|
|
4.9
|
|
|
56.4
|
|
Total operating expenses
|
324.2
|
|
|
220.5
|
|
|
35.3
|
|
|
36.2
|
|
|
616.2
|
|
Operating profit (loss)
|
77.3
|
|
|
49.1
|
|
|
38.6
|
|
|
(36.2
|
)
|
|
128.8
|
|
Interest expense
|
0.1
|
|
|
—
|
|
|
7.8
|
|
|
20.8
|
|
|
28.7
|
|
Other (income) expense, net
|
(0.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(1.3
|
)
|
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
4.0
|
|
Intercompany expense (income)
|
15.2
|
|
|
9.6
|
|
|
(7.8
|
)
|
|
(17.0
|
)
|
|
—
|
|
Income (loss) before income taxes
|
62.6
|
|
|
39.8
|
|
|
38.6
|
|
|
(43.6
|
)
|
|
97.4
|
|
Income taxes
|
23.3
|
|
|
14.9
|
|
|
14.6
|
|
|
(16.1
|
)
|
|
36.7
|
|
Net income (loss)
|
$
|
39.3
|
|
|
$
|
24.9
|
|
|
$
|
24.0
|
|
|
$
|
(27.5
|
)
|
|
$
|
60.7
|
|
Total assets
|
$
|
3,085.4
|
|
|
$
|
1,265.0
|
|
|
$
|
2,068.6
|
|
|
$
|
71.1
|
|
|
$
|
6,490.1
|
|
KAR Auction Services, Inc.
Notes to Consolidated Financial Statements (Continued)
March 31, 2016 (Unaudited)
Financial information regarding our reportable segments is set forth below for the three months ended
March 31, 2015
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADESA
Auctions
|
|
IAA
|
|
AFC
|
|
Holding
Company
|
|
Consolidated
|
Operating revenues
|
$
|
328.0
|
|
|
$
|
238.0
|
|
|
$
|
66.4
|
|
|
$
|
—
|
|
|
$
|
632.4
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
Cost of services (exclusive of depreciation and amortization)
|
187.1
|
|
|
146.6
|
|
|
18.4
|
|
|
—
|
|
|
352.1
|
|
Selling, general and administrative
|
68.5
|
|
|
22.1
|
|
|
7.1
|
|
|
23.8
|
|
|
121.5
|
|
Depreciation and amortization
|
20.2
|
|
|
19.6
|
|
|
7.8
|
|
|
3.3
|
|
|
50.9
|
|
Total operating expenses
|
275.8
|
|
|
188.3
|
|
|
33.3
|
|
|
27.1
|
|
|
524.5
|
|
Operating profit (loss)
|
52.2
|
|
|
49.7
|
|
|
33.1
|
|
|
(27.1
|
)
|
|
107.9
|
|
Interest expense
|
0.2
|
|
|
—
|
|
|
5.1
|
|
|
15.7
|
|
|
21.0
|
|
Other (income) expense, net
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
0.1
|
|
|
(2.2
|
)
|
Intercompany expense (income)
|
15.2
|
|
|
9.6
|
|
|
(4.3
|
)
|
|
(20.5
|
)
|
|
—
|
|
Income (loss) before income taxes
|
37.4
|
|
|
40.3
|
|
|
33.8
|
|
|
(22.4
|
)
|
|
89.1
|
|
Income taxes
|
14.9
|
|
|
15.3
|
|
|
12.8
|
|
|
(8.4
|
)
|
|
34.6
|
|
Net income (loss)
|
$
|
22.5
|
|
|
$
|
25.0
|
|
|
$
|
21.0
|
|
|
$
|
(14.0
|
)
|
|
$
|
54.5
|
|
Total assets
|
$
|
2,408.6
|
|
|
$
|
1,238.9
|
|
|
$
|
1,755.9
|
|
|
$
|
58.0
|
|
|
$
|
5,461.4
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q 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-Q 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 and capital expenditures; dividend declarations and payments; common stock repurchases; 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" in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 18, 2016. Some of these factors include:
|
|
•
|
increases in the number of used vehicles purchased on virtual auction platforms;
|
|
|
•
|
business development activities, including greenfields, acquisitions and integration of acquired businesses;
|
|
|
•
|
significant current competition and the introduction of new competitors;
|
|
|
•
|
our ability to effectively maintain or update information and technology systems;
|
|
|
•
|
our ability to implement and maintain measures to protect against cyber-attacks;
|
|
|
•
|
changes in the market value of vehicles auctioned, including changes in the actual cash value of salvage vehicles;
|
|
|
•
|
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;
|
|
|
•
|
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, the processing of salvage vehicles and commercial lending activities;
|
|
|
•
|
competitive pricing pressures;
|
|
|
•
|
costs associated with the acquisition of businesses or technologies;
|
|
|
•
|
our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements;
|
|
|
•
|
our ability to maintain our brand and protect our intellectual property;
|
|
|
•
|
our ability to develop and implement information systems responsive to customer needs;
|
|
|
•
|
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;
|
|
|
•
|
any losses of key personnel;
|
|
|
•
|
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;
|
|
|
•
|
changes to accounting standards; and
|
|
|
•
|
other risks described from time to time in our filings with the SEC.
|
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 salvage auction services in North America and the United Kingdom. Our business is divided into three reportable business segments, each of which is an integral part of the vehicle remarketing industry: ADESA Auctions, IAA and AFC.
|
|
•
|
The ADESA Auctions segment serves a domestic and international customer base through live and online auctions and through
66
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.
|
|
|
•
|
The IAA segment serves a domestic and international customer base through live and online auctions and through
173
salvage vehicle auction sites in the United States and Canada at
March 31, 2016
. IAA also includes HBC Vehicle Services ("HBC"), which operates from
10
locations in the United Kingdom. The salvage auctions facilitate the remarketing of damaged vehicles designated as total losses by insurance companies, charity donation vehicles, recovered stolen (or theft) vehicles and low value used vehicles. The salvage auction business specializes in providing services such as inbound transportation, titling, salvage recovery and claims settlement administrative services.
|
|
|
•
|
The AFC segment provides short-term, inventory-secured financing, known as floorplan financing, primarily to independent used vehicle dealers. At
March 31, 2016
, AFC conducted business at
118
locations in the United States and Canada. The Company also sells vehicle service contracts through Preferred Warranties, Inc. ("PWI").
|
The holding company is maintained separately from the three reportable segments and includes expenses associated with the corporate office, 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 capital 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 sales, were approximately 8.7 million, 9.2 million and an estimated 9.8 million in
2013
,
2014
and
2015
, respectively. We estimate that used vehicle auction volumes in North America, including online only volumes, will be approximately 10 million units in 2016 and over 10 million units in 2017 and 2018. Our estimates are based on information from the Bureau of Economic Analysis, IHS Automotive, Kontos Total Market Estimates, NAAA's 2014 Annual Review and management estimates. The anticipated improvement is the result of more off-lease, repossessed, rental and dealer consignment vehicles entering the market.
Salvage
Vehicles deemed a total loss by automobile insurance companies represent the largest category of vehicles sold in the salvage vehicle auction industry. The percentage of claims resulting in total losses was approximately 16% in
2015
and 14% in
2014
and
2013
. There is no central reporting system for the salvage vehicle auction industry that tracks the number of salvage vehicle auction volumes in any given year, which makes estimating industry volumes difficult.
Fluctuations in used vehicle and commodity pricing (aluminum, steel, etc.) have an impact on proceeds received in the salvage vehicle auction industry. In times of rising prices, as the industry experienced over the last few years, revenue and gross profit are positively impacted. If used vehicle and commodity prices decrease, as the industry is experiencing now, proceeds, revenue and gross profit at salvage auctions may be negatively impacted, which could adversely affect the level of profitability. For example, the average price per ton of crushed auto bodies has decreased from $312 in December 2013 to $198 in December 2014 to $115 in December 2015. This reduction in the price of crushed auto bodies has had an adverse impact on the value of salvage vehicles being sold in the salvage auction industry and resulted in reduced revenue per vehicle sold and gross profit.
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. Over the last few years, the U.S. independent used vehicle dealer base has rebounded from approximately 36,000 dealers in 2009 to about 37,000 dealers in
2015
. During this time, AFC's North American dealer base grew from over 9,700 dealers in 2009 to over 14,400 dealers in
2015
and loan transactions, which includes both loans paid off and loans curtailed, grew from approximately 800,000 in 2009 to approximately 1,607,000 in
2015
. As a result of this increased activity, AFC is experiencing increased competition.
Key challenges for the independent used vehicle dealer include demand for used vehicles, disruptions in pricing of used vehicle inventory and lack of access to consumer financing. 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.
AFC implemented a number of strategic initiatives in recent years to enhance credit standards, improve portfolio risk management and enhance the customer experience. Additionally, in June 2013, the Company acquired PWI, a vehicle service contract business, as part of its strategy to provide additional services to independent used vehicle dealers. These initiatives, along with the current industry environment, have enabled AFC to increase its penetration of the independent dealer base while maintaining a high level of portfolio quality, evidenced by low levels of net credit losses and a managed portfolio which was over 99 percent current at
March 31, 2016
.
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, the availability and quality of salvage vehicles, 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. In addition, mild weather conditions and decreases in traffic volume can each lead to a decline in the available supply of salvage vehicles because fewer traffic accidents occur, resulting in fewer damaged vehicles overall. 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 and salvage 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 sold under purchase contracts, 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.
Results of Operations
Overview of Results of KAR Auction Services, Inc. for the Three Months Ended
March 31, 2016
and
2015
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
(Dollars in millions except per share amounts)
|
2016
|
|
2015
|
Revenues
|
|
|
|
ADESA
|
$
|
401.5
|
|
|
$
|
328.0
|
|
IAA
|
269.6
|
|
|
238.0
|
|
AFC
|
73.9
|
|
|
66.4
|
|
Total revenues
|
745.0
|
|
|
632.4
|
|
Cost of services*
|
418.7
|
|
|
352.1
|
|
Gross profit*
|
326.3
|
|
|
280.3
|
|
Selling, general and administrative
|
141.1
|
|
|
121.5
|
|
Depreciation and amortization
|
56.4
|
|
|
50.9
|
|
Operating profit
|
128.8
|
|
|
107.9
|
|
Interest expense
|
28.7
|
|
|
21.0
|
|
Other income, net
|
(1.3
|
)
|
|
(2.2
|
)
|
Loss on extinguishment of debt
|
4.0
|
|
|
—
|
|
Income before income taxes
|
97.4
|
|
|
89.1
|
|
Income taxes
|
36.7
|
|
|
34.6
|
|
Net income
|
$
|
60.7
|
|
|
$
|
54.5
|
|
Net income per share
|
|
|
|
Basic
|
$
|
0.44
|
|
|
$
|
0.39
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
0.38
|
|
* Exclusive of depreciation and amortization
Revenue
For the three months ended
March 31, 2016
, we had revenue of
$745.0 million
compared with revenue of
$632.4 million
for the three months ended
March 31, 2015
, an increase of 18%. 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 $5.5 million, or 11%, to
$56.4 million
for the three months ended
March 31, 2016
, compared with
$50.9 million
for the three months ended
March 31, 2015
. 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 2015.
Interest Expense
Interest expense increased $7.7 million, or 37%, to
$28.7 million
for the three months ended
March 31, 2016
, compared with
$21.0 million
for the three months ended
March 31, 2015
. The increase was primarily attributable to the interest associated with the new Term Loan B-3, as well as the interest associated with outstanding revolver borrowings prior to the completion of the debt refinancing in March 2016. In addition, there was an increase in interest expense at AFC of approximately $2.7 million, which resulted from an increase in the average U.S. portfolio financed for the three months ended
March 31, 2016
as compared with the three months ended
March 31, 2015
.
Loss on Extinguishment of Debt
In March 2016, we amended our Credit Agreement and recorded a $4.0 million pretax charge resulting from the write-off of unamortized debt issue costs associated with Term Loan B-1 and unamortized debt issue costs associated with the old revolving credit facility.
Income Taxes
We had an effective tax rate of 37.7% for the three months ended
March 31, 2016
, compared with an effective tax rate of 38.8% for the three months ended
March 31, 2015
. Excluding the effect of the discrete items, our effective tax rate for the three months ended
March 31, 2016
and
2015
would have been 38.0% and 37.6%, respectively.
Impact of Foreign Currency
The strengthening of the U.S. dollar has had a significant impact on the reporting of our Canadian operations in U.S. dollars. For the three months ended
March 31, 2016
, fluctuations in the Canadian exchange rate decreased revenue by $8.2 million, operating profit by $2.7 million, net income by $1.4 million and net income per diluted share by $0.01.
ADESA Results
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
(Dollars in millions)
|
2016
|
|
2015
|
ADESA revenue
|
$
|
401.5
|
|
|
$
|
328.0
|
|
Cost of services*
|
225.1
|
|
|
187.1
|
|
Gross profit*
|
176.4
|
|
|
140.9
|
|
Selling, general and administrative
|
76.6
|
|
|
68.5
|
|
Depreciation and amortization
|
22.5
|
|
|
20.2
|
|
Operating profit
|
$
|
77.3
|
|
|
$
|
52.2
|
|
* Exclusive of depreciation and amortization
Revenue
Revenue from ADESA increased $73.5 million, or 22%, to
$401.5 million
for the three months ended
March 31, 2016
, compared with
$328.0 million
for the three months ended
March 31, 2015
. The increase in revenue was primarily a result of a 17% increase in the number of vehicles sold, as well as a 5% increase in revenue per vehicle sold, which included an increase in revenue of $16.6 million for businesses acquired in the last 12 months and a decrease in revenue of $5.9 million due to fluctuations in the Canadian exchange rate.
The increase in volume sold was primarily attributable to a 21% increase in institutional volume, including vehicles sold on our online only platform, as well as a 10% increase in dealer consignment units sold for the three months ended
March 31, 2016
compared with the three months ended
March 31, 2015
. Online sales volume for ADESA represented approximately 43% of the total vehicles sold in the first quarter of
2016
, compared with approximately 40% in the first quarter of
2015
. "Online sales" includes the following: (i) selling vehicles directly from a dealership or other interim storage location (upstream selling); (ii) online solutions that offer vehicles for sale while in transit to auction locations (midstream selling); (iii) simultaneously broadcasting video and audio of the physical auctions to online bidders (LiveBlock
®
); and (iv) bulletin-board or real-time online auctions (DealerBlock
®
). Both the upstream and midstream selling represent online only sales, which accounted for over half of ADESA's online sales volume. ADESA sold approximately 188,000 and 141,000 vehicles through its online only offerings in the first quarter of
2016
and
2015
, respectively, of which approximately 92,000 and 84,000 represented vehicle sales to grounding dealers in the first quarter of
2016
and
2015
, respectively. For the three months ended
March 31, 2016
and
2015
, dealer consignment vehicles represented approximately 47% of used vehicles sold at ADESA physical auction locations. Vehicles sold at physical auction locations increased 12% in the first quarter of
2016
, compared with the first quarter of
2015
. The used vehicle conversion percentage at 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 61.0% for the three months ended
March 31, 2016
, compared with 62.8% for the three months ended
March 31, 2015
.
Total revenue per vehicle sold increased 5% to approximately $571 for the three months ended
March 31, 2016
, compared with approximately $546 for the three months ended
March 31, 2015
, and included the impact of a decrease in revenue per vehicle sold of $8 due to fluctuations in the Canadian exchange rate. Physical auction revenue per vehicle sold increased $56 or 8%, to $737 for the three months ended
March 31, 2016
, compared with $681 for the three months ended
March 31, 2015
. 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. The increase in physical auction revenue per vehicle sold was primarily attributable to an increase in lower margin ancillary and other related services revenue, including revenue from certain businesses acquired, partially offset by a decrease in physical auction revenue per vehicle sold of $11 due to fluctuations in the Canadian exchange rate. Online only auction revenue per vehicle sold increased $9 to $116 for the three months ended
March 31, 2016
, compared with $107 for the three months ended
March 31, 2015
. The increase in online only auction revenue per vehicle sold was attributable to an increase in purchased vehicles associated with the ADESA Assurance Program and an increase in the mix of cars sold in closed sales to non-grounding dealers, partially offset by a decrease in online only auction revenue per vehicle sold of $2 due to fluctuations in the Canadian exchange rate. Excluding vehicles purchased as part of the ADESA Assurance Program, revenue per vehicle would have been $110 and $105 for the three months ended March 31, 2016 and 2015, respectively.
Gross Profit
For the three months ended
March 31, 2016
, gross profit for ADESA increased $35.5 million, or 25%, to
$176.4 million
, compared with
$140.9 million
for the three months ended
March 31, 2015
. Gross profit for ADESA was 43.9% of revenue for the three months ended
March 31, 2016
, compared with 43.0% of revenue for the three months ended
March 31, 2015
. The increase in gross profit percentage for the three months ended
March 31, 2016
, compared with the three months ended
March 31, 2015
, was primarily the result of the 22% increase in revenue. The increase in cost of services was primarily attributable to the increase in volume and an increase in lower margin ancillary and non-auction services, partially offset by fluctuations in the Canadian exchange rate.
Selling, General and Administrative
Selling, general and administrative expenses for the ADESA segment increased $8.1 million, or 12%, to
$76.6 million
for the three months ended
March 31, 2016
, compared with
$68.5 million
for the three months ended
March 31, 2015
, primarily due to increases in compensation expense of $3.3 million, selling, general and administrative expenses associated with acquisitions of $2.8 million, incentive-based compensation expense of $1.7 million and other miscellaneous expenses aggregating $1.4 million, partially offset by fluctuations in the Canadian exchange rate of $1.1 million.
IAA Results
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
(Dollars in millions)
|
2016
|
|
2015
|
IAA revenue
|
$
|
269.6
|
|
|
$
|
238.0
|
|
Cost of services*
|
173.5
|
|
|
146.6
|
|
Gross profit*
|
96.1
|
|
|
91.4
|
|
Selling, general and administrative
|
25.7
|
|
|
22.1
|
|
Depreciation and amortization
|
21.3
|
|
|
19.6
|
|
Operating profit
|
$
|
49.1
|
|
|
$
|
49.7
|
|
* Exclusive of depreciation and amortization
Revenue
Revenue from IAA increased $31.6 million, or 13%, to
$269.6 million
for the three months ended
March 31, 2016
, compared with
$238.0 million
for the three months ended
March 31, 2015
. The increase in revenue was a result of an increase in vehicles sold of approximately 14% for the three months ended
March 31, 2016
, which included an increase in revenue of $13.9 million from HBC and a decrease in revenue of $1.9 million due to fluctuations in the Canadian exchange rate. Revenue per vehicle sold was also negatively impacted by lower average auction prices due to a decrease in scrap prices and the impact of a strong U.S. dollar. IAA's same-store total loss vehicle inventory increased approximately 4% at
March 31, 2016
, as compared to
March 31, 2015
. Vehicles sold under purchase agreements were approximately 7% of total salvage vehicles sold for the three months ended
March 31, 2016
and
2015
. However, approximately 2% of the 7% of vehicles sold under purchase agreements were representative of vehicles sold by HBC. Online sales volumes for IAA for the three months ended
March 31, 2016
and
2015
represented over half of the total vehicles sold by IAA.
Gross Profit
For the three months ended
March 31, 2016
, gross profit at IAA increased to
$96.1 million
, or 35.6% of revenue, compared with
$91.4 million
, or 38.4% of revenue, for the three months ended
March 31, 2015
. The increase in gross profit was mainly attributable to a 13% increase in revenue, partially offset by an 18% increase in cost of services, which included costs associated with purchase contract vehicles and volume growth. For the three months ended
March 31, 2016
, HBC had revenue of approximately $13.9 million and cost of services of approximately $12.6 million, as the majority of HBC's vehicles are sold under purchase contracts. HBC accounted for a 1.4% decrease in IAA's gross profit margin percentage for the three
months ended
March 31, 2016
. In addition, the reduction in gross profit on North American purchase contract vehicles accounted for a 0.3% decrease in IAA's gross profit margin percentage for the three months ended
March 31, 2016
.
Selling, General and Administrative
Selling, general and administrative expenses at IAA increased $3.6 million, or 16%, to
$25.7 million
for the three months ended
March 31, 2016
, compared with
$22.1 million
for the three months ended
March 31, 2015
. The increase in selling, general and administrative expenses was primarily attributable to the inclusion of expenses associated with HBC of $0.9 million, increases in other information technology costs and telecom costs of $0.7 million, incentive-based compensation expense of $0.4 million, stock-based compensation expense of $0.4 million and other miscellaneous expenses aggregating $1.2 million.
AFC Results
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
(Dollars in millions except volumes and per loan amounts)
|
2016
|
|
2015
|
AFC revenue
|
|
|
|
Interest and fee income
|
$
|
69.4
|
|
|
$
|
61.1
|
|
Other revenue
|
2.4
|
|
|
2.1
|
|
Provision for credit losses
|
(5.5
|
)
|
|
(3.5
|
)
|
Other service revenue
|
7.6
|
|
|
6.7
|
|
Total AFC revenue
|
73.9
|
|
|
66.4
|
|
Cost of services*
|
20.1
|
|
|
18.4
|
|
Gross profit*
|
53.8
|
|
|
48.0
|
|
Selling, general and administrative
|
7.5
|
|
|
7.1
|
|
Depreciation and amortization
|
7.7
|
|
|
7.8
|
|
Operating profit
|
$
|
38.6
|
|
|
$
|
33.1
|
|
Loan transactions
|
453,550
|
|
|
411,682
|
|
Revenue per loan transaction, excluding "Other service revenue"
|
$
|
146
|
|
|
$
|
145
|
|
* Exclusive of depreciation and amortization
Revenue
For the three months ended
March 31, 2016
, AFC revenue increased $7.5 million, or 11%, to
$73.9 million
, compared with
$66.4 million
for the three months ended
March 31, 2015
. The increase in revenue was the result of a 10% increase in loan transactions and an increase of 13% in "Other service revenue" generated by PWI. The increase in revenue and revenue per loan transaction included the impact of a decrease in revenue of $0.4 million, or $1 per loan transaction, due to fluctuations in the Canadian exchange rate. In addition, managed receivables increased to
$1,705.5 million
at
March 31, 2016
from $1,355.8 million at
March 31, 2015
.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, increased $1, or 1%, primarily as a result of increases in average loan values, other revenue and average portfolio duration, partially offset by an increase in the provision for credit losses, a decrease in interest and fee income and fluctuations in the Canadian exchange rate. Revenue per loan transaction excludes "Other service revenue."
Gross Profit
For the three months ended
March 31, 2016
, gross profit for the AFC segment increased $5.8 million, or 12%, to
$53.8 million
, or 72.8% of revenue, compared with
$48.0 million
, or 72.3% of revenue, for the three months ended
March 31, 2015
, primarily as a result of an 11% increase in revenue, partially offset by a 9% increase in cost of services. The floorplan lending business gross profit margin percentage increased from 78.4% to 79.5% as a result of higher revenue per loan transaction. The gross profit margin percentage in the warranty service contract business decreased from 18.0% to 15.1% partially as a result of an increase in claims, as well as costs associated with the continued expansion of the warranty service contract business into new markets.
Selling, General and Administrative
Selling, general and administrative expenses at AFC increased $0.4 million, or 6%, to
$7.5 million
for the three months ended
March 31, 2016
, compared with
$7.1 million
for the three months ended
March 31, 2015
. The increase was primarily attributable to increases in stock-based compensation expense and incentive-based compensation expense.
Holding Company Results
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
(Dollars in millions)
|
2016
|
|
2015
|
Selling, general and administrative
|
$
|
31.3
|
|
|
$
|
23.8
|
|
Depreciation and amortization
|
4.9
|
|
|
3.3
|
|
Operating loss
|
$
|
(36.2
|
)
|
|
$
|
(27.1
|
)
|
Selling, General and Administrative
For the three months ended
March 31, 2016
, selling, general and administrative expenses at the holding company increased $7.5 million, or 32%, to
$31.3 million
, compared with
$23.8 million
for the three months ended
March 31, 2015
, primarily as a result of increases in medical expenses of $2.7 million, stock-based compensation expense of $1.7 million, compensation expense of $1.2 million, other professional fees of $0.9 million, acquisition-related professional fees of $0.8 million and other miscellaneous expenses aggregating $0.2 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
March 31,
2016
|
|
December 31,
2015
|
|
March 31,
2015
|
Cash and cash equivalents
|
$
|
676.3
|
|
|
$
|
155.0
|
|
|
$
|
178.4
|
|
Restricted cash
|
14.9
|
|
|
16.2
|
|
|
14.2
|
|
Working capital
|
950.0
|
|
|
232.2
|
|
|
502.0
|
|
Amounts available under Credit Facility*
|
300.0
|
|
|
110.0
|
|
|
250.0
|
|
Cash flow from operations for the three months ended
|
69.5
|
|
|
|
|
86.1
|
|
|
|
*
|
There were related outstanding letters of credit totaling approximately
$28.0 million
, $28.0 million and $28.6 million at
March 31, 2016
,
December 31, 2015
and
March 31, 2015
, 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. The significant increase in working capital from
December 31, 2015
to
March 31, 2016
was primarily a result of the cash provided from the refinancing of our debt in the first quarter of 2016.
Our available cash, which excludes cash in transit, was $612.2 million at
March 31, 2016
. Of this amount, approximately $42.9 million was held by our foreign subsidiaries. If the portion of funds held by our foreign subsidiaries that are considered to be permanently reinvested were to be repatriated, tax expense would need to be accrued at the U.S. statutory rate, net of any applicable foreign tax credits. Such foreign tax credits would substantially offset any U.S. taxes that would be due in the event cash held by our foreign subsidiaries was repatriated. On April 1, 2016, ADESA completed the acquisition of Brasher's
eight
auctions for
$275 million
in cash.
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."
Credit Facilities
In February 2016, we exercised the $300 million accordion feature of the revolving credit facility, resulting in an expansion of the revolving credit facility to $550 million. On March 9, 2016, we entered into an Incremental Commitment Agreement and First Amendment (the "First Amendment") to the Credit Agreement. The First Amendment provided for, among other things, (i) a new
seven
-year senior secured term loan facility ("Term Loan B-3") and (ii) a
$300 million
,
five
-year senior secured revolving credit facility (the "revolving credit facility"), which replaced the previously existing revolving credit facility (the "old revolving credit facility"). The proceeds received from Term Loan B-3 were used to repay in full Term Loan B-1 and the amount outstanding on the old 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
$4.0 million
in the first quarter of 2016. The loss was a result of the write-off of unamortized debt issuance costs associated with Term Loan B-1 and the old revolving credit facility. The First Amendment did not change the amount outstanding on Term Loan B-2, but did increase its interest rate margin. In addition, we capitalized approximately
$18.0 million
of debt issuance costs in connection with the First Amendment.
The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Credit Agreement provides that with respect to the revolving credit facility, up to
$75 million
is available for letters of credit and up to
$75 million
is available for swing line loans.
Term Loan B-2 was issued at a discount of
$2.8 million
and Term Loan B-3 was issued at a discount of
$13.5 million
. The discounts are being amortized using the effective interest method to interest expense over the respective terms of the loans. Both Term Loan B-2 and Term Loan B-3 are payable in quarterly installments equal to
0.25%
of the original aggregate principal amounts of the term loans, respectively. Such payments commenced on June 30, 2014 for Term Loan B-2 and will commence on June 30, 2016 for Term Loan B-3, with the balances payable at each respective maturity date. In addition, the Credit Facility is subject to mandatory prepayments and reduction in an amount equal to the net proceeds of certain debt offerings, certain asset sales and certain insurance recovery events.
As set forth in the Credit Agreement, Term Loan B-2 bears interest at
Adjusted LIBOR
(as defined in the Credit Agreement) plus
3.1875%
(with an Adjusted LIBOR floor of
0.75%
per annum), Term Loan B-3 at
Adjusted LIBOR
(as defined in the Credit Agreement) plus
3.50%
(with an Adjusted LIBOR floor of
0.75%
per annum) and revolving loan borrowings at
Adjusted LIBOR
plus
2.50%
. However, for specified types of borrowings, the Company may elect to make Term Loan B-2 borrowings at a
Base Rate
(as defined in the Credit Agreement) plus
2.1875%
, Term Loan B-3 at a
Base Rate
plus
2.50%
and revolving loan borrowings at a
Base Rate
plus
1.50%
. The rates on Term Loan B-2 and Term Loan B-3 were
3.94%
and
4.25%
at
March 31, 2016
, respectively. In addition, if the Company reduces its Consolidated Senior Secured Leverage Ratio, which is based on a net debt calculation, to levels specified in the Credit Agreement, the applicable interest rate on the revolving credit facility will step down by 25 basis points. The Company also pays a commitment fee of 40 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility. The fee may step down to 35 basis points based on the Company's Consolidated Senior Secured Leverage Ratio as described above.
On
March 31, 2016
,
$1,097.6 million
was outstanding on Term Loan B-2,
$1,350.0 million
was outstanding on Term Loan B-3 and there were no borrowings on the revolving credit facility. In addition, there were related outstanding letters of credit in the aggregate amount of
$28.0 million
at
March 31, 2016
, which reduce the amount available for borrowings under the Credit Facility. Our Canadian operations also have a C$8 million line of credit which was undrawn as of
March 31, 2016
. However, there were related letters of credit outstanding totaling approximately C$0.9 million at
March 31, 2016
, which reduce credit available under the Canadian line of credit.
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 maximum consolidated senior secured 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 senior secured leverage ratio is calculated as total senior secured debt divided by the last four quarters consolidated Adjusted EBITDA. Senior secured debt includes term loan borrowings, revolving loans and capital lease liabilities less available cash as defined in the Credit Agreement. Consolidated Adjusted EBITDA is EBITDA (earnings before 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) expenses associated with the consolidation of salvage operations; (i) consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; (j) 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; (k) expenses incurred in connection with permitted acquisitions; (l) any impairment charges or write-offs of intangibles; and (m) 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 maximum consolidated senior secured leverage ratio is required to be met when there are revolving loans outstanding under our Credit Agreement. For the quarter ended March 31, 2016 the ratio could not exceed 3.75 to 1.0 and it steps down to 3.5 to 1.0 at September 30, 2017. Our actual consolidated senior secured leverage ratio, including capital lease obligations of $41.1 million, was 2.75 to 1.0 at
March 31, 2016
.
In addition, the Credit Agreement contains 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 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 at
March 31, 2016
.
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.
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. AFC Funding Corporation had committed liquidity of
$1.25 billion
for U.S. finance receivables at
March 31, 2016
.
In March 2016, AFC and AFC Funding Corporation entered into Amendment No. 1 (the "Amendment") to the Sixth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”). The Amendment increased AFC Funding's U.S. committed liquidity from
$1.15 billion
to
$1.25 billion
. The maturity date of the Receivables Purchase Agreement remains June 29, 2018. We capitalized approximately
$0.8 million
of costs in connection with the Amendment.
We also have an agreement for the securitization of AFCI's receivables which expires on June 29, 2018. AFCI's committed facility is provided through a third party conduit (separate from the U.S. facility) and was
C$125 million
at
March 31, 2016
. 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
$1,705.5 million
and
$1,641.0 million
at
March 31, 2016
and
December 31, 2015
, respectively. AFC's allowance for losses was
$9.3 million
and
$9.0 million
at
March 31, 2016
and
December 31, 2015
, respectively.
As of
March 31, 2016
and
December 31, 2015
,
$1,654.6 million
and
$1,626.6 million
, respectively, of finance receivables and a cash reserve of 1 percent of the obligations collateralized by finance receivables served as security for the
$1,202.9 million
and
$1,189.0 million
of obligations collateralized by finance receivables at
March 31, 2016
and
December 31, 2015
,
respectively. There were unamortized securitization issuance costs of approximately
$11.8 million
and
$12.2 million
at
March 31, 2016
and
December 31, 2015
, 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 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
March 31, 2016
, 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) for the periods presented: