false--12-31Q1202000013959420.01P31D292400000301700000253430000054400000095000001080000000.350.190.01400000000400000000128833452129161707128833452129161707P7YP5YP5Y63740000064290000000.00350.0025262000000.010.0110000000010000000000P3Y22.25 0001395942 2020-01-01 2020-03-31 0001395942 2020-04-30 0001395942 2020-03-31 0001395942 2019-01-01 2019-03-31 0001395942 2019-12-31 0001395942 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001395942 us-gaap:CommonStockMember 2019-12-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001395942 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001395942 us-gaap:RetainedEarningsMember 2019-12-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0001395942 us-gaap:CommonStockMember 2020-03-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001395942 us-gaap:RetainedEarningsMember 2020-03-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001395942 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001395942 us-gaap:RetainedEarningsMember 2018-12-31 0001395942 us-gaap:RetainedEarningsMember 2019-03-31 0001395942 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001395942 us-gaap:CommonStockMember 2019-03-31 0001395942 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0001395942 us-gaap:CommonStockMember 2018-12-31 0001395942 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0001395942 2019-03-31 0001395942 2018-12-31 0001395942 us-gaap:SegmentDiscontinuedOperationsMember 2019-01-01 2019-03-31 0001395942 us-gaap:SegmentDiscontinuedOperationsMember 2020-01-01 2020-03-31 0001395942 kar:AFCMember 2020-03-31 0001395942 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2020-03-31 0001395942 kar:CarsOnTheWebMember 2020-01-01 2020-03-31 0001395942 kar:CreditAgreementMember kar:A2017RevolvingCreditFacilityMember 2017-05-31 0001395942 us-gaap:SeniorNotesMember 2020-03-31 0001395942 us-gaap:AccountingStandardsUpdate201613Member 2020-03-31 0001395942 us-gaap:AccountingStandardsUpdate201613Member 2020-01-01 2020-03-31 0001395942 us-gaap:SeniorNotesMember 2017-05-31 0001395942 kar:ADESAAuctionsMember 2020-03-31 0001395942 kar:CreditAgreementMember us-gaap:RevolvingCreditFacilityMember 2019-09-19 0001395942 kar:CreditAgreementMember kar:TermLoanB6Member 2019-09-19 0001395942 kar:October2019ShareRepurchaseProgramMember 2019-10-30 0001395942 us-gaap:RestrictedStockUnitsRSUMember kar:KARAuctionServicesIncOmnibusStockAndIncentivePlan2009Member 2020-01-01 2020-03-31 0001395942 kar:PRSUsOperatingAdjustedEPSMember kar:KARAuctionServicesIncOmnibusStockAndIncentivePlan2009Member 2020-01-01 2020-03-31 0001395942 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-03-31 0001395942 kar:PRSUsMember 2020-01-01 2020-03-31 0001395942 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-03-31 0001395942 kar:PRSUsMember 2019-01-01 2019-03-31 0001395942 kar:AFCFundingCorporationMember 2020-03-31 0001395942 kar:AFCFundingCorporationMember srt:MinimumMember 2020-01-01 2020-03-31 0001395942 kar:AutomotiveFinanceCanadaIncMember 2020-03-31 0001395942 srt:MinimumMember 2020-01-01 2020-03-31 0001395942 kar:OtherLoansMember 2020-03-31 0001395942 kar:FloorplanReceivablesMember 2020-03-31 0001395942 kar:FloorplanReceivablesMember 2020-01-01 2020-03-31 0001395942 kar:OtherLoansMember 2020-01-01 2020-03-31 0001395942 kar:OtherLoansMember 2019-01-01 2019-03-31 0001395942 kar:OtherLoansMember 2019-12-31 0001395942 kar:FloorplanReceivablesMember 2019-01-01 2019-03-31 0001395942 kar:FloorplanReceivablesMember 2019-12-31 0001395942 kar:AFCMember 2020-03-31 0001395942 kar:AFCMember 2019-12-31 0001395942 kar:AFCMember srt:MinimumMember 2020-01-01 2020-03-31 0001395942 kar:AutomotiveFinanceCanadaIncMember 2020-01-01 2020-03-31 0001395942 kar:CanadianLineofCreditMember us-gaap:ForeignLineOfCreditMember kar:DebtInstrumentCanadianPrimeRateMember 2020-01-01 2020-03-31 0001395942 us-gaap:RevolvingCreditFacilityMember 2020-03-31 0001395942 kar:TermLoanB6Member kar:DebtInstrumentVariableRateBaseAdjustedLIBORMember 2020-01-01 2020-03-31 0001395942 kar:EuropeanLineofCreditMember us-gaap:ForeignLineOfCreditMember kar:DebtInstrumentEuriborRateMember 2020-01-01 2020-03-31 0001395942 kar:EuropeanLineofCreditMember us-gaap:ForeignLineOfCreditMember 2019-12-31 0001395942 kar:EuropeanLineofCreditMember us-gaap:ForeignLineOfCreditMember 2020-03-31 0001395942 us-gaap:RevolvingCreditFacilityMember 2019-12-31 0001395942 kar:CanadianLineofCreditMember us-gaap:ForeignLineOfCreditMember 2019-12-31 0001395942 us-gaap:SeniorNotesMember 2019-12-31 0001395942 us-gaap:RevolvingCreditFacilityMember kar:DebtInstrumentVariableRateBaseAdjustedLIBORMember 2020-01-01 2020-03-31 0001395942 kar:CanadianLineofCreditMember us-gaap:ForeignLineOfCreditMember 2020-03-31 0001395942 kar:TermLoanB6Member 2019-12-31 0001395942 kar:TermLoanB6Member 2020-03-31 0001395942 kar:CreditAgreementMember us-gaap:RevolvingCreditFacilityMember 2020-01-01 2020-03-31 0001395942 kar:SwingLineLoanMember 2020-03-31 0001395942 kar:CreditAgreementMember kar:TermLoanB6Member 2020-03-31 0001395942 srt:MaximumMember 2020-01-01 2020-03-31 0001395942 us-gaap:LetterOfCreditMember 2019-12-31 0001395942 us-gaap:LetterOfCreditMember 2020-03-31 0001395942 kar:CreditAgreementMember us-gaap:RevolvingCreditFacilityMember 2020-03-31 0001395942 kar:CreditAgreementMember srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2020-01-01 2020-03-31 0001395942 kar:CreditAgreementMember us-gaap:RevolvingCreditFacilityMember 2019-12-31 0001395942 kar:CreditAgreementMember us-gaap:RevolvingCreditFacilityMember 2019-09-19 2019-09-19 0001395942 kar:CreditAgreementMember srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2020-01-01 2020-03-31 0001395942 kar:CreditAgreementMember kar:TermLoanB6Member 2019-09-19 2019-09-19 0001395942 kar:January2020InterestRateSwapMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestExpenseMember 2020-01-01 2020-03-31 0001395942 kar:MarchandAugust2017InterestRateCapsMember us-gaap:NotDesignatedAsHedgingInstrumentEconomicHedgeMember us-gaap:InterestExpenseMember 2019-01-01 2019-03-31 0001395942 us-gaap:OtherLiabilitiesMember kar:January2020InterestRateSwapMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-03-31 0001395942 kar:January2020InterestRateSwapMember 2020-01-23 0001395942 kar:January2020InterestRateSwapMember 2020-01-01 2020-03-31 0001395942 kar:January2020InterestRateSwapMember 2020-01-23 2020-01-23 0001395942 country:US 2019-01-01 2019-03-31 0001395942 country:US 2020-01-01 2020-03-31 0001395942 us-gaap:NonUsMember 2020-01-01 2020-03-31 0001395942 us-gaap:NonUsMember 2019-01-01 2019-03-31 0001395942 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:ADESAAuctionsMember 2020-01-01 2020-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:AFCMember 2020-01-01 2020-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:ADESAAuctionsMember 2020-03-31 0001395942 us-gaap:CorporateNonSegmentMember 2020-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:AFCMember 2020-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:AFCMember 2019-01-01 2019-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:ADESAAuctionsMember 2019-01-01 2019-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:AFCMember 2019-03-31 0001395942 us-gaap:CorporateNonSegmentMember 2019-01-01 2019-03-31 0001395942 us-gaap:CorporateNonSegmentMember 2019-03-31 0001395942 us-gaap:OperatingSegmentsMember kar:ADESAAuctionsMember 2019-03-31 kar:item kar:location xbrli:shares kar:installment kar:network xbrli:pure iso4217:USD xbrli:shares kar:provider iso4217:USD kar:segment iso4217:EUR iso4217:CAD kar:agreement

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-34568
KARGREENLOGONEWOCT2018.JPG
KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
20-8744739
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11299 N. Illinois Street, Carmel, Indiana 46032
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (800923-3725

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
KAR
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
Smaller reporting company
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes     No 
As of April 30, 2020, 129,175,792 shares of the registrant's common stock, par value $0.01 per share, were outstanding.
 



KAR Auction Services, Inc.
Table of Contents

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I
FINANCIAL INFORMATION
Item 1.    Financial Statements
KAR Auction Services, Inc.
Consolidated Statements of Income
(In millions, except per share data)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Operating revenues
 
 
 
Auction fees and services revenue
$
491.5

 
$
541.9

Purchased vehicle sales
75.5

 
57.8

Finance-related revenue
78.5

 
89.9

Total operating revenues
645.5

 
689.6

Operating expenses
 
 
 
Cost of services (exclusive of depreciation and amortization)
394.6

 
393.9

Selling, general and administrative
162.4

 
175.2

Depreciation and amortization
47.7

 
44.3

Total operating expenses
604.7

 
613.4

Operating profit
40.8

 
76.2

Interest expense
38.0

 
56.5

Other income, net
(2.0
)
 
(2.1
)
Income from continuing operations before income taxes
4.8

 
21.8

Income taxes
2.0

 
6.5

Income from continuing operations
$
2.8

 
$
15.3

Income from discontinued operations, net of income taxes

 
62.5

Net income
$
2.8

 
$
77.8

Net income per share - basic
 
 
 
Income from continuing operations
$
0.02

 
$
0.11

Income from discontinued operations

 
0.47

Net income
$
0.02

 
$
0.58

Net income per share - diluted
 
 
 
Income from continuing operations
$
0.02

 
$
0.11

Income from discontinued operations

 
0.47

Net income
$
0.02

 
$
0.58

Dividends declared per common share
$
0.19

 
$
0.35






See accompanying condensed notes to consolidated financial statements

3


KAR Auction Services, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Net income
$
2.8

 
$
77.8

Other comprehensive income (loss), net of tax
 
 
 
Foreign currency translation (loss) gain
(35.9
)
 
8.1

Unrealized loss on interest rate derivatives, net of tax of $(6.2)
(19.0
)
 

Total other comprehensive income (loss), net of tax
(54.9
)
 
8.1

Comprehensive income (loss)
$
(52.1
)
 
$
85.9

   


























See accompanying condensed notes to consolidated financial statements

4


KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited)
 
March 31,
2020
 
December 31,
2019
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
293.1

 
$
507.6

Restricted cash
114.4

 
53.3

Trade receivables, net of allowances of $10.8 and $9.5
244.1

 
457.5

Finance receivables, net of allowances of $25.0 and $15.0
1,929.8

 
2,100.2

Other current assets
131.5

 
125.9

Total current assets
2,712.9

 
3,244.5

Other assets
 
 
 
Goodwill
1,810.7

 
1,821.7

Customer relationships, net of accumulated amortization of $642.9 and $637.4
194.5

 
207.9

Other intangible assets, net of accumulated amortization of $301.7 and $292.4
295.2

 
298.5

Operating lease right-of-use assets
358.7

 
364.1

Property and equipment, net of accumulated depreciation of $544.0 and $534.3
594.0

 
609.0

Other assets
33.7

 
35.5

Total other assets
3,286.8

 
3,336.7

Total assets
$
5,999.7

 
$
6,581.2

   
















See accompanying condensed notes to consolidated financial statements

5


KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data)
(Unaudited)
 
March 31,
2020
 
December 31,
2019
Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
354.3

 
$
704.6

Accrued employee benefits and compensation expenses
56.5

 
72.7

Accrued interest
19.0

 
7.9

Other accrued expenses
186.7

 
216.9

Income taxes payable
0.9

 
1.1

Dividends payable
24.5

 
24.5

Obligations collateralized by finance receivables
1,349.9

 
1,461.2

Current maturities of long-term debt
27.0

 
28.8

Total current liabilities
2,018.8

 
2,517.7

Non-current liabilities
 
 
 
Long-term debt
1,860.1

 
1,861.3

Deferred income tax liabilities
116.9

 
134.5

Operating lease liabilities
353.1

 
358.3

Other liabilities
79.0

 
59.2

Total non-current liabilities
2,409.1

 
2,413.3

Commitments and contingencies (Note 8)

 

Stockholders' equity
 
 
 
Preferred stock, $0.01 par value:
 
 
 
Authorized shares: 100,000,000
 

 
 

Issued shares: none

 

Common stock, $0.01 par value:
 
 
 
Authorized shares: 400,000,000
 

 
 

Issued and outstanding shares:
 

 
 

March 31, 2020: 129,161,707
 

 
 

December 31, 2019: 128,833,452
1.3

 
1.3

Additional paid-in capital
1,031.6

 
1,028.9

Retained earnings
624.8

 
651.0

Accumulated other comprehensive loss
(85.9
)
 
(31.0
)
Total stockholders' equity
1,571.8

 
1,650.2

Total liabilities and stockholders' equity
$
5,999.7

 
$
6,581.2









See accompanying condensed notes to consolidated financial statements

6


KAR Auction Services, Inc.
Consolidated Statements of Stockholders' Equity
(In millions)
(Unaudited)

 
Common
Stock
Shares
 
Common
Stock
Amount
 
Additional
Paid-In
Capital
 
Retained Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balance at December 31, 2019
128.8

 
$
1.3

 
$
1,028.9

 
$
651.0

 
$
(31.0
)
 
$
1,650.2

Cumulative effect adjustment for adoption of
ASC Topic 326, net of tax
 
 
 
 
 
 
(3.8
)
 
 
 
(3.8
)
Net income
 
 
 
 
 
 
2.8

 
 
 
2.8

Other comprehensive loss
 
 
 
 
 
 
 
 
(54.9
)
 
(54.9
)
Issuance of common stock under stock plans
0.5

 
 
 
0.4

 
 
 
 
 
0.4

Surrender of RSUs for taxes
(0.1
)
 
 
 
(3.4
)
 
 
 
 
 
(3.4
)
Stock-based compensation expense
 
 
 
 
5.0

 
 
 
 
 
5.0

Dividends earned under stock plan
 
 
 
 
0.7

 
(0.7
)
 
 
 

Cash dividends declared to stockholders ($0.19 per share)
 
 
 
 
 
 
(24.5
)
 
 
 
(24.5
)
Balance at March 31, 2020
129.2

 
$
1.3

 
$
1,031.6

 
$
624.8

 
$
(85.9
)
 
$
1,571.8

 


 
Common
Stock
Shares
 
Common
Stock
Amount
 
Additional
Paid-In
Capital
 
Retained Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balance at December 31, 2018
132.9

 
$
1.3

 
$
1,131.9

 
$
392.3

 
$
(61.3
)
 
$
1,464.2

Cumulative effect adjustment for adoption of
ASC Topic 842, net of tax
 
 
 
 
 
 
1.1

 
 
 
1.1

Net income
 
 
 
 
 
 
77.8

 
 
 
77.8

Other comprehensive income
 
 
 
 
 
 
 
 
8.1

 
8.1

Issuance of common stock under stock plans
0.6

 
 
 
0.7

 
 
 
 
 
0.7

Surrender of RSUs for taxes
(0.2
)
 
 
 
(10.2
)
 
 
 
 
 
(10.2
)
Stock-based compensation expense
 
 
 
 
7.4

 
 
 
 
 
7.4

Dividends earned under stock plan
 
 
 
 
1.7

 
(1.7
)
 
 
 

Cash dividends declared to stockholders ($0.35 per share)
 
 
 
 
 
 
(46.6
)
 
 
 
(46.6
)
Balance at March 31, 2019
133.3

 
$
1.3

 
$
1,131.5

 
$
422.9

 
$
(53.2
)
 
$
1,502.5













See accompanying condensed notes to consolidated financial statements

7


KAR Auction Services, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Operating activities
 
 
 
Net income
$
2.8

 
$
77.8

Net income from discontinued operations

 
(62.5
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
47.7

 
44.3

Provision for credit losses
18.7

 
9.6

Deferred income taxes
(4.7
)
 
3.5

Amortization of debt issuance costs
2.7

 
2.6

Stock-based compensation
5.0

 
6.4

Other non-cash, net
1.4

 
3.5

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Trade receivables and other assets
210.7

 
(177.8
)
Accounts payable and accrued expenses
(333.5
)
 
142.6

Net cash (used by) provided by operating activities - continuing operations
(49.2
)
 
50.0

Net cash provided by operating activities - discontinued operations

 
37.5

Investing activities
 
 
 
Net decrease in finance receivables held for investment
146.3

 
18.6

Acquisition of businesses (net of cash acquired)

 
(120.7
)
Purchases of property, equipment and computer software
(29.6
)
 
(32.3
)
Net cash provided by (used by) investing activities - continuing operations
116.7

 
(134.4
)
Net cash used by investing activities - discontinued operations

 
(21.6
)
Financing activities
 
 
 
Net (decrease) increase in book overdrafts
(35.1
)
 
37.4

Net (decrease) increase in borrowings from lines of credit
(1.8
)
 
108.8

Net decrease in obligations collateralized by finance receivables
(103.7
)
 
(88.5
)
Payments on long-term debt
(2.4
)
 
(10.7
)
Payments on finance leases
(4.4
)
 
(4.7
)
Payments of contingent consideration and deferred acquisition costs
(22.3
)
 

Issuance of common stock under stock plans
0.4

 
0.7

Tax withholding payments for vested RSUs
(3.4
)
 
(10.2
)
Dividends paid to stockholders
(24.5
)
 
(46.5
)
Net cash used by financing activities - continuing operations
(197.2
)
 
(13.7
)
Net cash used by financing activities - discontinued operations

 
(4.6
)
Effect of exchange rate changes on cash
(23.7
)
 
5.8

Net decrease in cash, cash equivalents and restricted cash
(153.4
)
 
(81.0
)
Cash, cash equivalents and restricted cash at beginning of period
560.9

 
304.7

Cash, cash equivalents and restricted cash at end of period
$
407.5

 
$
223.7

Cash paid for interest, net of proceeds from interest rate derivatives
$
23.4

 
$
35.7

Cash paid for taxes, net of refunds - continuing operations
$
5.6

 
$
14.0

Cash paid for taxes, net of refunds - discontinued operations
$

 
$
15.3







See accompanying condensed notes to consolidated financial statements

8


KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements
March 31, 2020 (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:
"we," "us," "our," "KAR" and "the Company" refer, collectively, to KAR Auction Services, Inc. and all of its subsidiaries;
"ADESA" or "ADESA Auctions" refer, collectively, to ADESA, Inc., a wholly-owned subsidiary of KAR Auction Services, and ADESA, Inc.'s subsidiaries, including Openlane, Inc. (together with Openlane, Inc.'s subsidiaries, "Openlane"), Nth Gen Software Inc. ("TradeRev"), ADESA Remarketing Limited (formerly known as GRS Remarketing Limited ("GRS" or "ADESA Remarketing Limited")) and ADESA Europe (formerly known as CarsOnTheWeb ("COTW"));
"AFC" refers, collectively, to Automotive Finance Corporation, a wholly-owned subsidiary of ADESA, and Automotive Finance Corporation's subsidiaries and other related entities, including PWI Holdings, Inc.;
"Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014, as amended on March 9, 2016, May 31, 2017 and September 19, 2019, among KAR Auction Services, as the borrower, the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank N.A., as administrative agent;
"Credit Facility" refers to the $950 million, senior secured term loan B-6 facility due September 19, 2026 ("Term Loan B-6") and the $325 million, senior secured revolving credit facility due September 19, 2024 (the "Revolving Credit Facility"), the terms of which are set forth in the Credit Agreement;
"IAA" refers, collectively, to Insurance Auto Auctions, Inc., formerly a wholly-owned subsidiary of KAR Auction Services, and Insurance Auto Auctions, Inc.'s subsidiaries and other related entities, including HBC Vehicle Services Limited ("HBC"). See Note 2;
"KAR Auction Services" refers to KAR Auction Services, Inc. and not to its subsidiaries;
"Senior notes" refers to the 5.125% senior notes due 2025 ($950 million aggregate principal outstanding at March 31, 2020);
"Term Loan B-4" refers to the senior secured term loan B-4 facility, the terms of which are set forth in the Credit Agreement;
"Term Loan B-5" refers to the senior secured term loan B-5 facility, the terms of which are set forth in the Credit Agreement; and
"2017 Revolving Credit Facility" refers to the $350 million, senior secured revolving credit facility, the terms of which are set forth in the Credit Agreement.
Business and Nature of Operations
ADESA is a leading provider of wholesale vehicle auctions and related vehicle remarketing services for the automotive industry. As of March 31, 2020, we have a North American network of 74 ADESA whole car auction sites and we also offer online auctions. ADESA also includes TradeRev, an online automotive remarketing system where dealers can launch and participate in real-time vehicle auctions at any time, ADESA Remarketing Limited, an online whole car vehicle remarketing business in the United Kingdom and ADESA Europe (formerly known as CarsOnTheWeb), an online wholesale vehicle auction marketplace in Continental Europe. Our auctions facilitate the sale of used vehicles through physical, online or hybrid auctions, which permit Internet buyers to participate in physical auctions. ADESA's online service offerings include customized private label solutions powered with software developed by its wholly-owned subsidiary, Openlane, that allow our institutional consignors (automobile manufacturers, captive finance companies and other institutions) to offer vehicles via the Internet prior to arrival at the physical auction. Remarketing services include a variety of activities designed to transfer used vehicles between sellers and buyers throughout the vehicle life cycle. ADESA facilitates the exchange of these vehicles through an auction marketplace, which aligns sellers and buyers. As an agent for customers, the Company generally does not take title to or ownership of vehicles sold at the auctions. Generally, fees are earned from the seller and buyer on each successful auction transaction in addition to fees earned for ancillary services.

9

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

ADESA has the second largest used vehicle auction network in North America, based upon the number of used vehicles sold through auctions annually, and also provides services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. ADESA is able to serve the diverse and multi-faceted needs of its customers through the wide range of services offered.
AFC is a leading provider of floorplan financing to independent used vehicle dealers and this financing is provided through 123 locations throughout the United States and Canada as of March 31, 2020. Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, TradeRev, other used vehicle and salvage auctions and non-auction purchases. In addition to floorplan financing, AFC also provides independent used vehicle dealers with other related services and products, such as vehicle service contracts.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information
and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily
indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial
statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results
of operations, cash flows and financial position for the periods presented. These consolidated financial statements and
condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited
consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2019, as filed with the Securities and Exchange Commission on February 19, 2020. The 2019 year-end
consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above
and does not include all disclosures required by U.S. GAAP for annual financial statements.
Reclassifications
ADESA Auction Services' revenue reported in the consolidated statements of income for the three months ended March 31, 2019 has been reclassified between "Auction fees and services revenue" and "Purchased vehicle sales" in the consolidated statements of income to conform with the presentation for the three months ended March 31, 2020.
Certain amounts reported in the consolidated financial statements prior to June 2019 have been reclassified to discontinued operations to reflect the spin-off of the Company's former salvage auction business. In addition, certain amounts reported for segment results in the consolidated financial statements prior to June 2019 have been reclassified to conform to a discontinued operations presentation. See Note 2 for a discussion of discontinued operations.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates based in part on assumptions about current, and for some estimates, future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Although the current estimates contemplate current conditions and expected future changes, as appropriate, it is reasonably possible that future conditions could differ from these estimates, which could materially affect our results of operations and financial position. Among other effects, such changes could result in future impairments of goodwill, intangible assets and long-lived assets, incremental losses on finance receivables, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies.

Acquisition-Related Deferred and Contingent Consideration

Some of the purchase agreements related to prior year acquisitions included additional payments over a specified period, including deferred and contingent payments based on certain conditions and performance. At March 31, 2020, we had accrued deferred and estimated contingent consideration with a fair value of approximately $3.6 million and $40.8 million, respectively. At March 31, 2020, the aggregate maximum potential payment remaining for undiscounted deferred payments and undiscounted contingent payments related to these acquisitions could approximate $102.0 million. For the three months ended March 31, 2020, we made CarsOnTheWeb contingent consideration and deferred acquisition payments of $22.3 million.

10

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)


Income Taxes

Our effective tax rate for the three months ended March 31, 2020 was calculated using the discrete-period computation method by applying the actual effective tax rate as of March 31, 2020 to our pre-tax income.
Credit Losses
In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted Topic 326 in the first quarter of 2020 and the change in methodology for measuring credit losses resulted in an increase in the allowance for credit losses of $5.0 million. The cumulative effect of this change was recognized, net of tax, as a $3.8 million adjustment to retained earnings on January 1, 2020.
New Accounting Standards
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The new guidance is effective for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance was effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-15 did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by eliminating Step 2 (implied fair value measurement). Instead goodwill impairment would be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance was effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2017-04 did not have a material impact on the consolidated financial statements.
Note 2—IAA Separation and Discontinued Operations
In February 2018, the Company announced that its board of directors had approved a plan to pursue the separation ("Separation") of its salvage auction business, IAA, through a spin-off. On June 28, 2019, the Company completed the spin-off, creating a new independent publicly traded company, IAA, Inc. ("IAA"). The Separation provided KAR shareholders with equity ownership in both KAR and IAA. On June 28, 2019, the Company’s shareholders received one share of IAA common stock for every share of Company common stock they held as of the close of business on June 18, 2019, the record date for the distribution. In addition to the shares of IAA common stock, KAR received a cash distribution of approximately $1,278.0 million from IAA, which was used to prepay a portion of KAR's term loans. In connection with the spin-off, the Company and IAA entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement and a tax matters agreement. These agreements provide for the allocation between the Company and IAA of assets, employees, liabilities and obligations (including investments, property, environmental and tax-related assets and liabilities) attributable to periods prior to, at and after IAA's Separation from the Company and will govern certain relationships between IAA and the Company after the Separation.


11

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

The financial results of IAA have been accounted for as discontinued operations in the comparable 2019 results presented. IAA was formerly presented as one of the Company’s reportable segments. Discontinued operations included one-time transaction costs in "Selling, general and administrative" of approximately $0.8 million for the three months ended March 31, 2019, in connection with the separation of the two companies. These costs consisted of consulting and professional fees associated with preparing for and executing the spin-off.

The following table presents the results of operations for IAA that have been reclassified to discontinued operations for all periods presented:
 
Three Months Ended March 31,
 
2020
 
2019
Operating revenues
$

 
$
357.2

Operating expenses
 
 
 
Cost of services (exclusive of depreciation and amortization)

 
218.4

Selling, general and administrative

 
32.4

Depreciation and amortization

 
21.8

Total operating expenses

 
272.6

Operating profit

 
84.6

Interest expense

 
0.3

Other expense, net

 
0.1

Income from discontinued operations before income taxes

 
84.2

Income taxes

 
21.7

Income from discontinued operations
$

 
$
62.5



Note 3—Stock and Stock-Based Compensation Plans
The KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") is intended to provide equity and/or cash-based awards to our executive officers and key employees. Our stock-based compensation expense includes expense associated with KAR Auction Services, Inc. performance-based restricted stock units ("PRSUs") and service-based restricted stock units ("RSUs"). We have determined that the KAR Auction Services, Inc. PRSUs and RSUs should be classified as equity awards.
The following table summarizes our stock-based compensation expense by type of award (in millions):
 
Three Months Ended March 31,
 
2020
 
2019
PRSUs
$
1.5

 
$
3.6

RSUs
3.5

 
2.8

Total stock-based compensation expense
$
5.0

 
$
6.4



In the three months ended March 31, 2020, we granted a target amount of approximately 0.4 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 cumulative operating adjusted net income per share attains certain specified goals. In addition, approximately 0.4 million RSUs were granted to certain executive officers and management of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The weighted average grant date fair value of the PRSUs and the RSUs was $22.25 per share, which was determined using the closing price of the Company's common stock on the dates of grant.

12

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

Share Repurchase Program
In October 2019, the board of directors authorized a repurchase of up to $300 million of the Company’s outstanding common stock, par value $0.01 per share, through October 30, 2021. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice.
Note 4—Net Income from Continuing Operations Per Share
The following table sets forth the computation of net income from continuing operations per share (in millions except per share amounts):
 
Three Months Ended March 31,
 
2020
 
2019
Net income from continuing operations
$
2.8

 
$
15.3

Weighted average common shares outstanding
129.0

 
133.1

Effect of dilutive stock options and restricted stock awards
1.0

 
0.7

Weighted average common shares outstanding and potential common shares
130.0

 
133.8

Net income from continuing operations per share
 
 
 
Basic
$
0.02

 
$
0.11

Diluted
$
0.02

 
$
0.11


Basic net income from continuing operations per share was calculated by dividing net income from continuing operations by the weighted average number of outstanding common shares for the period. Diluted net income from continuing operations per share was calculated consistent with basic net income from continuing operations per share including the effect of dilutive unissued common shares related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income from continuing operations per share-diluted is determined through the application of the treasury stock method, whereby net proceeds received by the Company based on assumed exercises are hypothetically used to repurchase our common stock at the average market price during the period. As a result of the spin-off, there are IAA employees who hold KAR equity awards included in the calculation. Stock options that would have an anti-dilutive effect on net income from continuing operations per diluted share and PRSUs subject to performance conditions which have not yet been satisfied are excluded from the calculations. No options were excluded from the calculation of diluted net income from continuing operations per share for each of the three months ended March 31, 2020 and 2019. In addition, approximately 0.4 million and 0.8 million PRSUs were excluded from the calculation of diluted net income from continuing operations per share for the three months ended March 31, 2020 and 2019, respectively. Total options outstanding at March 31, 2020 and 2019 were 0.7 million and 1.0 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. The agreement expires on January 28, 2022. AFC Funding Corporation had committed liquidity of $1.70 billion for U.S. finance receivables at March 31, 2020.

13

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables which expires on January 28, 2022. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$175 million at March 31, 2020. The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings.
The following tables present quantitative information about delinquencies, credit loss charge-offs less recoveries ("net credit losses") and components of securitized financial assets and other related assets managed. For purposes of this illustration, delinquent receivables are defined as receivables 31 days or more past due.
 
March 31, 2020
 
Net Credit Losses
Three Months Ended
March 31, 2020
 
Total Amount of:
 
(in millions)
Receivables
 
Receivables
Delinquent
 
Floorplan receivables
$
1,939.3

 
$
23.2

 
$
11.9

Other loans
15.5

 

 

Total receivables managed
$
1,954.8

 
$
23.2

 
$
11.9


 
December 31, 2019
 
Net Credit Losses
Three Months Ended
March 31, 2019
 
Total Amount of:
 
(in millions)
Receivables
 
Receivables
Delinquent
 
Floorplan receivables
$
2,099.4

 
$
28.8

 
$
7.9

Other loans
15.8

 

 

Total receivables managed
$
2,115.2

 
$
28.8

 
$
7.9



The following is a summary of the changes in the allowance for credit losses related to finance receivables (in millions):
 
March 31,
2020
 
March 31,
2019
Allowance for Credit Losses
 
 
 
Balance at beginning of period
$
15.0

 
$
14.0

Opening balance adjustment for adoption of ASC Topic 326
5.0

 

Provision for credit losses
16.9

 
8.2

Recoveries
1.9

 
2.3

Less charge-offs
(13.8
)
 
(10.2
)
Balance at end of period
$
25.0

 
$
14.3


As of March 31, 2020 and December 31, 2019, $1,929.9 million and $2,061.6 million, respectively, of finance receivables and a cash reserve of 1 or 3 percent of the obligations collateralized by finance receivables served as security for the obligations collateralized by finance receivables. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreement. Obligations collateralized by finance receivables consisted of the following:
 
March 31,
2020
 
December 31,
2019
Obligations collateralized by finance receivables, gross
$
1,361.4

 
$
1,474.4

Unamortized securitization issuance costs
(11.5
)
 
(13.2
)
Obligations collateralized by finance receivables
$
1,349.9

 
$
1,461.2



14

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

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, 2020, 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,
2020
 
December 31,
2019
Term Loan B-6
Adjusted LIBOR
 
+ 2.25%
 
September 19, 2026
 
$
945.2

 
$
947.6

Revolving Credit Facility
Adjusted LIBOR
 
+ 1.75%
 
September 19, 2024
 

 

Senior notes
 
 
5.125%
 
June 1, 2025
 
950.0

 
950.0

European lines of credit
Euribor
 
+ 1.25%
 
Repayable upon demand
 
17.5

 
19.3

Canadian line of credit
CAD Prime
 
+ 0.50%
 
Repayable upon demand
 

 

Total debt
 
 
 
 
 
 
1,912.7

 
1,916.9

Unamortized debt issuance costs/discounts
 
 
 
 
 
(25.6
)
 
(26.8
)
Current portion of long-term debt
 
 
 
 
 
 
(27.0
)
 
(28.8
)
Long-term debt
 
 
 
 
 
 
$
1,860.1

 
$
1,861.3


*The interest rates presented in the table above represent the rates in place at March 31, 2020.
Credit Facilities
On September 19, 2019, we entered into the Third Amendment Agreement (the "Third Amendment") to the Credit Agreement. The Third Amendment provided for, among other things, (i) the refinancing of the existing Term Loan B-4 and Term Loan B-5 with the new seven-year, $950 million Term Loan B-6, (ii) repayment of the 2017 Revolving Credit Facility and (iii) the $325 million, five-year Revolving Credit Facility.
The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Revolving Credit Facility also includes a $50 million sub-limit for issuance of letters of credit and a $60 million sub-limit for swingline loans. The Company also pays a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Revolving Facility based on the Company’s Consolidated Senior Secured Net Leverage Ratio, from time to time. The interest rate applicable to Term Loan B-6 was 3.19% at March 31, 2020.
The obligations of the Company under the Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority perfected security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions. The Credit Agreement contains affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with our affiliates. The Credit Agreement also requires us to maintain a Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), not to exceed 3.5 as of the last day of each fiscal quarter, provided there are revolving loans outstanding. We were in compliance with the applicable covenants in the Credit Agreement at March 31, 2020.

15

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

There were no borrowings on the Revolving Credit Facility at March 31, 2020 and December 31, 2019. In addition, we had related outstanding letters of credit in the aggregate amount of $29.7 million and $27.4 million at March 31, 2020 and December 31, 2019, respectively, which reduce the amount available for borrowings under the Revolving Credit Facility.
European Lines of Credit

COTW has lines of credit aggregating $33.1 million (€30 million). The lines of credit had an aggregate $17.5 million of borrowings outstanding at March 31, 2020. The lines of credit are guaranteed by certain COTW subsidiaries.

Fair Value of Debt
As of March 31, 2020, the estimated fair value of our long-term debt amounted to $1,794.4 million. The estimates of fair value were based on broker-dealer quotes for our debt as of March 31, 2020. The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.
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 swap agreements are used to accomplish this objective.
In January 2020, we entered into three pay-fixed interest rate swaps with an aggregate notional amount of $500 million to swap variable rate interest payments under our term loan for fixed interest payments bearing a weighted average interest rate of 1.44%, for a total interest rate of 3.69%. The interest rate swaps have a five-year term, each maturing on January 23, 2025.
We have designated the interest rate swaps as cash flow hedges. The effective portion of changes in the fair value of the interest rate swaps (unrealized gains/losses) are recorded as a component of "Accumulated other comprehensive income." For the three months ended March 31, 2020, the Company recorded an unrealized loss on the interest rate swaps of $19.0 million, net of tax. The Company does not expect any gains/losses currently recorded in accumulated other comprehensive income to be recognized in earnings over the next 12 months. The earnings impact of the interest rate derivatives designated as cash flow hedges is recorded upon the recognition of the interest related to the hedged debt. No amount of ineffectiveness was included in net income for the three months ended March 31, 2020.
When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented (in millions):
 
 
Liability Derivatives
 
 
March 31, 2020
 
December 31, 2019
Derivatives Designated as Hedging Instruments
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
2020 Interest rate swaps
 
Other liabilities
 
$
25.2

 
N/A
 
N/A


16

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

We did not designate any of the 2017 interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate caps were recognized as "Interest expense" in the consolidated statement of income. The following table presents the effect of the interest rate derivatives on our consolidated statements of income for the periods presented (in millions):
 
 
Location of Gain / (Loss) Recognized in Income on Derivatives
 
Amount of Gain / (Loss)
Recognized in Income on Derivatives
 
 
 
Three Months Ended March 31,
 
 
 
2020
 
2019
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
2020 Interest rate swaps
 
Interest expense
 
$

 
N/A

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
2017 Interest rate caps
 
Interest expense
 
N/A

 
$
(0.5
)

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 related to continuing operations which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.
Note 9—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following (in millions):
 
March 31,
2020
 
December 31,
2019
Foreign currency translation loss
$
(66.9
)
 
$
(31.0
)
Unrealized loss on interest rate derivatives, net of tax
(19.0
)
 

Accumulated other comprehensive loss
$
(85.9
)
 
$
(31.0
)


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 two operating segments: ADESA Auctions and AFC, which also serve as our reportable business segments. These reportable business segments offer different services and have fundamental differences in their operations. Results of the former IAA segment and spin-related costs are now reported as discontinued operations (see Note 2). Segment results for the three months ended March 31, 2019 have been reclassified to conform with the new presentation of segments.

17

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

The holding company is maintained separately from the reportable segments and includes expenses associated with the corporate offices, such as salaries, benefits and travel costs for the corporate management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on finance leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.
Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2020 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
567.0

 
$
78.5

 
$

 
$
645.5

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
370.7

 
23.9

 

 
394.6

Selling, general and administrative
122.8

 
6.5

 
33.1

 
162.4

Depreciation and amortization          
39.1

 
2.7

 
5.9

 
47.7

Total operating expenses
532.6

 
33.1

 
39.0

 
604.7

Operating profit (loss)
34.4

 
45.4

 
(39.0
)
 
40.8

Interest expense
0.8

 
13.6

 
23.6

 
38.0

Other (income) expense, net

 
(0.1
)
 
(1.9
)
 
(2.0
)
Intercompany expense (income)
0.7

 
(0.8
)
 
0.1

 

Income (loss) from continuing operations before income taxes
32.9

 
32.7

 
(60.8
)
 
4.8

Income taxes
8.8

 
8.1

 
(14.9
)
 
2.0

Net income (loss) from continuing operations
$
24.1

 
$
24.6

 
$
(45.9
)
 
$
2.8

Total assets
$
3,279.5

 
$
2,445.3

 
$
274.9

 
$
5,999.7

Financial information regarding our reportable segments is set forth below as of and for the three months ended March 31, 2019 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
599.7

 
$
89.9

 
$

 
$
689.6

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
370.7

 
23.2

 

 
393.9

Selling, general and administrative
126.6

 
7.2

 
41.4

 
175.2

Depreciation and amortization          
35.0

 
2.4

 
6.9

 
44.3

Total operating expenses
532.3

 
32.8

 
48.3

 
613.4

Operating profit (loss)
67.4

 
57.1

 
(48.3
)
 
76.2

Interest expense
0.7

 
17.1

 
38.7

 
56.5

Other (income) expense, net
(1.9
)
 
(0.1
)
 
(0.1
)
 
(2.1
)
Intercompany expense (income)
10.3

 
(1.2
)
 
(9.1
)
 

Income (loss) from continuing operations before income taxes
58.3

 
41.3

 
(77.8
)
 
21.8

Income taxes
15.9

 
10.8

 
(20.2
)
 
6.5

Net income (loss) from continuing operations
$
42.4

 
$
30.5

 
$
(57.6
)
 
$
15.3

Total assets
$
3,797.0

 
$
2,406.1

 
$
98.5

 
$
6,301.6


18

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
March 31, 2020 (Unaudited)

Geographic Information
Our foreign operations include Canada, Mexico, Continental Europe and the U.K. Most of our operations outside the U.S. are in Canada. Approximately 57% and 70% of our foreign operating revenues were from Canada for the three months ended March 31, 2020 and 2019, respectively. The 2019 acquisition of COTW has increased the percentage of operating revenues from Europe. Information regarding the geographic areas of our operations is set forth below (in millions):
 
Three Months Ended March 31,
 
2020
 
2019
Operating revenues
 
 
 
U.S. 
$
523.3

 
$
579.9

Foreign
122.2

 
109.7

 
$
645.5

 
$
689.6



19


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, credit losses and capital expenditures; dividend declarations and payments; common stock repurchases; tax rates and assumptions; strategic initiatives, greenfields and acquisitions; our competitive position and retention of customers; and our continued investment in information technology, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q and Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020. Some of these factors include:
the evolving impact of the COVID-19 pandemic on our business and the economy generally;
our ability to effectively maintain or update information and technology systems;
our ability to implement and maintain measures to protect against cyber-attacks;
significant current competition and the introduction of new competitors;
competitive pricing pressures;
our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements;
our ability to meet or exceed customers' expectations, as well as develop and implement information systems responsive to customer needs;
business development activities, including greenfields, acquisitions and integration of acquired businesses;
costs associated with the acquisition of businesses or technologies;
fluctuations in consumer demand for and in the supply of used, leased and salvage vehicles and the resulting impact on auction sales volumes, conversion rates and loan transaction volumes;
any losses of key personnel;
our ability to obtain land or renew/enter into new leases at commercially reasonable rates;
decreases in the number of used vehicles sold at physical auctions;
changes in the market value of vehicles auctioned;
trends in new and used vehicle sales and incentives, including wholesale used vehicle pricing;
the ability of consumers to lease or finance the purchase of new and/or used vehicles;
the ability to recover or collect from delinquent or bankrupt customers;
economic conditions including fuel prices, commodity prices, foreign exchange rates and interest rate fluctuations;
trends in the vehicle remarketing industry;
trends in the number of commercial vehicles being brought to auction, in particular off-lease volumes;
changes in the volume of vehicle production, including capacity reductions at the major original equipment manufacturers;
laws, regulations and industry standards, including changes in regulations governing the sale of used vehicles and commercial lending activities;
our ability to maintain our brand and protect our intellectual property;

20


the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations;
weather, including increased expenses as a result of catastrophic events;
general business conditions;
our substantial amount of debt;
restrictive covenants in our debt agreements;
our assumption of the settlement risk for vehicles sold;
litigation developments;
our self-insurance for certain risks;
interruptions to service from our workforce;
any impairment to our goodwill or other intangible assets;
changes in effective tax rates;
the taxable nature of the spin-off of our former salvage auction business;
changes to accounting standards; and
other risks described from time to time in our filings with the SEC.
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.
Impact of COVID-19

On March 11, 2020, the World Health Organization ("WHO") designated COVID-19 as a pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including shelter-in-place orders, quarantines, significant restrictions on travel and business curtailments. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

Soon after the WHO designated COVID-19 as a pandemic, we decided to hold all sales in a Simulcast-only format to protect the health and well-being of our workforce and customers. All vehicles were offered online, cars did not run across the block and we limited access to our physical locations to promote social distancing measures and help prevent the spread of COVID-19. We experienced a decline in demand for wholesale vehicles as a result of the COVID-19 pandemic and related conditions. On March 20, 2020, we announced the temporary suspension of physical sale operations, including Simulcast-only sales, across North America. Although we experienced a reduction in volumes during March 2020, we did have some positive news as a result of the disruption to our marketplaces. We have enrolled thousands of dealers who had previously bought in-lane only onto our Simulcast network and had a record number of dealers participate in our Simulcast auctions. We also held our first ever Simulcast+ auction, a fully digital auction operated remotely with an automated auctioneer, sequential sales, audio and visual cues to simulate the live auction experience and all buyers and sellers interacting virtually through the Simulcast platform.

On April 6, 2020, the Company reopened Simulcast-only sales in select markets and has continued to expand the Simulcast-only sales each week, where possible and as permitted. As of April 20, 2020, more than 60 ADESA Simulcast auctions, including Simulcast+ auctions, are scheduled to be held across the U.S. and Canada. However, volumes have been significantly less than normal operations. This could continue for an extended period of time. As a result, we have materially reduced our cost structure, as further discussed below.


21


Given the evolving health, economic, social and governmental environments, the potential impact that COVID-19 could have on our business remains uncertain. As a result, we have taken certain measures to help protect the business and our liquidity while our operations are negatively impacted. Some of these measures include the following:

We have reduced compensation expense:
KAR’s CEO, CFO and President have voluntarily elected to forgo 100% of their respective base salaries effective April 5, 2020 through at least June 27, 2020.
The remainder of KAR’s executive officers have voluntarily elected to reduce their base salaries by 50% during this period.
Base salaries across many levels of the organization have been temporarily reduced.
We furloughed approximately 11,000 employees in April 2020.
KAR’s board of directors voluntarily elected to forgo their cash compensation for the second quarter of 2020.
Business travel for any reason has been prohibited.
Non-essential services provided by third parties at our locations have generally been suspended.
All capital projects at our physical auction locations have been delayed or canceled.
The Company has temporarily suspended its quarterly dividend in light of the impact of the COVID-19 pandemic on its operations.
We have negotiated the deferral of rent payments with certain landlords.
The ADESA Assurance program was temporarily suspended.
AFC has reduced the unused portion of certain floorplan lines with its customers.

In addition, we intend to take advantage of the Employee Retention Credit and the Federal Employer Social Security Tax Deferment provided under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").
The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future.
Overview
We provide whole car auction services in North America and Europe. Our business is divided into two reportable business segments, each of which is an integral part of the vehicle remarketing industry: ADESA Auctions and AFC.
The ADESA Auctions segment serves a domestic and international customer base through physical and online auctions and through 74 whole car auction facilities in North America that are developed and strategically located to draw professional sellers and buyers together and allow the buyers to inspect and compare vehicles remotely or in person. Through ADESA.com, ADESA offers comprehensive private label remarketing solutions to automobile manufacturers, captive finance companies and other institutions to offer vehicles via the Internet prior to arrival at the physical auction. Vehicles at ADESA's auctions are typically sold by commercial fleet operators, financial institutions, rental car companies, new and used vehicle dealers and vehicle manufacturers and their captive finance companies to franchise and independent used vehicle dealers. ADESA also provides value-added ancillary services including inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. ADESA also includes TradeRev, an online automotive remarketing system where dealers can launch and participate in real-time vehicle auctions at any time, ADESA Remarketing Limited, an online whole car vehicle remarketing business in the United Kingdom and ADESA Europe (formerly known as CarsOnTheWeb), an online wholesale vehicle auction marketplace in Continental Europe.
The AFC segment provides short-term, inventory-secured financing, known as floorplan financing, primarily to independent used vehicle dealers. At March 31, 2020, AFC conducted business at 123 locations in the United States and Canada. The Company also sells vehicle service contracts through Preferred Warranties, Inc. ("PWI").

22


The holding company is maintained separately from the reportable segments and includes expenses associated with the corporate offices, such as salaries, benefits and travel costs for our management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on finance leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.
Recent Developments
On March 16, 2020, in response to the COVID-19 pandemic, the Company announced that it was modifying its North American auction processes and would be holding auctions online only via Simulcast to protect the health and well-being of its workforce and customers. On March 20, 2020, the Company announced that it was suspending physical sale operations across North America at all ADESA auction locations, including Simulcast-only sales, for at least two weeks. All non-essential auction employees were sent home and were paid during the two week closure. On April 6, 2020, the Company reopened Simulcast-only sales in select markets and has continued to expand the Simulcast-only sales each week, where possible and as permitted. The Company has altered its processes to comply with all local, state and provincial directives, including social distancing guidelines, which have materially limited ADESA's ability to provide its full scope of services until the guidelines are eased or terminated. As a result, the Company has furloughed employees, other than those essential to support the reduced level of current operations, and has temporarily reduced base salaries of other employees across many levels of the organization.
Recent restrictions on retail automobile sales and operations have reduced floorings and payoffs at AFC. As a result, AFC launched a Customer Relief Program in March 2020. Under the Customer Relief Program, eligible customers may choose to defer curtailment payments (principal, fees and interest) due through May 31, 2020, on eligible units. AFC has also reduced/restricted the unused portion of certain floorplan lines with its customers.
Industry Trends
Whole Car
Used vehicles sold in North America through whole car auctions, including online only volumes and mobile application volumes, were approximately 11.5 million in 2018. Data for the whole car auction industry is collected by the NAAA through an annual survey. NAAA industry volumes for 2019 have not yet been released. The NAAA industry volumes collected by the annual survey do not include online only volumes or mobile application volumes (e.g. Openlane and TradeRev), but we have included these volumes in our totals. We estimate that used vehicle auction volumes in North America in 2019 were approximately 12 million vehicles, including online only volumes and mobile application volumes. In addition to the traditional whole car auction market and online only venues described above, mobile applications, such as TradeRev, may provide an opportunity to expand our total addressable market for whole car by approximately 5 million units. The COVID-19 pandemic has had a material impact on the whole car auction industry and we are unable to estimate future volumes, but expect volumes in 2020 to be significantly lower than in 2019.
Automotive Finance
AFC works with independent used vehicle dealers to improve their results by providing a comprehensive set of business and financial solutions that leverages its local branches, industry experience and scale, as well as KAR affiliations. AFC's North American dealer base was comprised of approximately 16,100 dealers in 2019, and loan transactions, which includes both loans paid off and loans curtailed, were approximately 1.8 million in 2019. The COVID-19 pandemic has had a significant impact on AFC and we are unable to estimate future loan transaction volumes, but expect volumes in 2020 to be significantly lower than in 2019.
Key challenges for the independent used vehicle dealer include demand for used vehicles, disruptions in pricing of used vehicle inventory, lack of access to consumer financing and increased competition resulting from consolidation in the used vehicle dealer industry, as well as the ability to operate in locations experiencing pandemic shelter-in-place orders. 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. As a result of reduced retail activity, wholesale used car pricing has declined in April 2020. This could lead to increased losses if dealers are unable to satisfy their obligations.

23


Seasonality
The volume of vehicles sold through our auctions generally fluctuates from quarter-to-quarter. This seasonality is caused by several factors including weather, the timing of used vehicles available for sale from selling customers, holidays, and the seasonality of the retail market for used vehicles, which affects the demand side of the auction industry. Used vehicle auction volumes tend to decline during prolonged periods of winter weather conditions. As a result, revenues and operating expenses related to volume will fluctuate accordingly on a quarterly basis. The fourth calendar quarter typically experiences lower used vehicle auction volume as well as additional costs associated with the holidays and winter weather.
Sources of Revenues and Expenses
Our revenue is derived from auction fees and related services associated with our whole car auctions, and from dealer financing fees, interest income and other service revenue at AFC. Although auction revenues primarily include the auction services and related fees, our related receivables and payables include the gross value of the vehicles sold.
Our operating expenses consist of cost of services, selling, general and administrative and depreciation and amortization. Cost of services is composed of payroll and related costs, subcontract services, the cost of vehicles purchased, supplies, insurance, property taxes, utilities, service contract claims, maintenance and lease expense related to the auction sites and loan offices. Cost of services excludes depreciation and amortization. Selling, general and administrative expenses are composed of payroll and related costs, sales and marketing, information technology services and professional fees.



24


Results of Operations
Overview of Results of KAR Auction Services, Inc. for the Three Months Ended March 31, 2020 and 2019:
 
Three Months Ended March 31,
(Dollars in millions except per share amounts)
2020
 
2019
Revenues
 
 
 
Auction fees and services revenue
$
491.5

 
$
541.9

Purchased vehicle sales
75.5

 
57.8

Finance-related revenue
78.5

 
89.9

Total revenues
645.5

 
689.6

Cost of services*
394.6

 
393.9

Gross profit*
250.9

 
295.7

Selling, general and administrative
162.4

 
175.2

Depreciation and amortization
47.7

 
44.3

Operating profit
40.8

 
76.2

Interest expense
38.0

 
56.5

Other income, net
(2.0
)
 
(2.1
)
Income from continuing operations before income taxes
4.8

 
21.8

Income taxes
2.0

 
6.5

Net income from continuing operations
2.8

 
15.3

Net income from discontinued operations

 
62.5

Net income
$
2.8

 
$
77.8

Net income from continuing operations per share
 
 
 
Basic
$
0.02

 
$
0.11

Diluted
$
0.02

 
$
0.11


* Exclusive of depreciation and amortization
Overview
For the three months ended March 31, 2020, we had revenue of $645.5 million compared with revenue of $689.6 million for the three months ended March 31, 2019, a decrease of 6%. Businesses acquired accounted for an increase in revenue of $18.3 million or 3% of revenue. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.
Depreciation and Amortization
Depreciation and amortization increased $3.4 million, or 8%, to $47.7 million for the three months ended March 31, 2020, compared with $44.3 million for the three months ended March 31, 2019. The increase in depreciation and amortization was primarily the result of certain assets placed in service over the last twelve months and depreciation and amortization for the assets of businesses acquired in 2019.
Interest Expense
Interest expense decreased $18.5 million, or 33%, to $38.0 million for the three months ended March 31, 2020, compared with $56.5 million for the three months ended March 31, 2019. The decrease was primarily attributable to a decrease in the weighted average interest rate of approximately 0.7% and a decrease of $939.0 million in the average outstanding balance of corporate debt for the three months ended March 31, 2020 compared with the three months ended March 31, 2019, resulting from the pay down of debt of approximately $1.3 billion in connection with the spin-off of IAA on June 28, 2019 and a net increase in term loan debt of approximately $0.5 billion in connection with the debt refinancing on September 19, 2019. In addition, there was a decrease in interest expense at AFC of $3.5 million, which resulted from a decrease in incremental interest rates for the three months ended March 31, 2020, as compared with the three months ended March 31, 2019.


25


Income Taxes
We had an effective tax rate of 41.7% for the three months ended March 31, 2020, compared with an effective tax rate of 29.8% for the three months ended March 31, 2019. The increase in the effective tax rate was primarily attributable to lower pre-tax earnings for the three months ended March 31, 2020. Our effective tax rate for the three months ended March 31, 2020 was calculated using the discrete-period computation method by applying the actual effective tax rate as of March 31, 2020 to our pre-tax income.
Net Income from Discontinued Operations
On June 28, 2019, the Company completed the separation of its salvage auction business, IAA, through a spin-off, creating a new independent publicly traded salvage auction company. As such, the financial results of IAA have been accounted for as discontinued operations in the comparable 2019 results presented. For the three months ended March 31, 2020 and 2019, the Company's financial statements included income from discontinued operations of $0.0 million and $62.5 million, respectively. For a further discussion, reference Note 2 of the condensed notes to the consolidated financial statements.
Impact of Foreign Currency
For the three months ended March 31, 2020, fluctuations in the euro exchange rate decreased revenue by $1.4 million and had no impact on operating profit, net income and net income per diluted share. For the three months ended March 31, 2020, fluctuations in the Canadian exchange rate decreased revenue by $0.4 million and had no impact on operating profit, net income and net income per diluted share.
ADESA Results
 
Three Months Ended March 31,
(Dollars in millions, except per vehicle amounts)
2020
 
2019
Auction fees and services revenue
$
491.5

 
$
541.9

Purchased vehicle sales
75.5

 
57.8

Total ADESA revenue
567.0

 
599.7

Cost of services*
370.7

 
370.7

Gross profit*
196.3

 
229.0

Selling, general and administrative
122.8

 
126.6

Depreciation and amortization
39.1

 
35.0

Operating profit
$
34.4

 
$
67.4

Vehicles sold
862,000

 
945,000

   Institutional vehicles sold in North America
622,000

 
681,000

   Dealer consignment vehicles sold in North America
212,000

 
241,000

   Vehicles sold in Europe
28,000

 
23,000

   Percentage of vehicles sold online
63
%
 
57
%
   Conversion rate at North American physical auctions
63.3
%
 
63.8
%
Physical auction revenue per vehicle sold, excluding purchased vehicles
$
914

 
$
875

Online only revenue per vehicle sold, excluding purchased vehicles
$
163

 
$
144


* Exclusive of depreciation and amortization
Revenue
Revenue from ADESA decreased $32.7 million, or 5%, to $567.0 million for the three months ended March 31, 2020, compared with $599.7 million for the three months ended March 31, 2019. The decrease in revenue was the result of a decrease in the number of vehicles sold, partially offset by an increase in average revenue per vehicle sold, excluding purchased vehicle sales and increased proceeds from purchased vehicle sales. Businesses acquired in the last 12 months accounted for an increase in revenue of $18.3 million, of which approximately $12.7 million was included in "Purchased vehicle sales." The decrease in revenue included the impact of decreases in revenue of $1.4 million due to fluctuations in the euro exchange rate and $0.3 million due to fluctuations in the Canadian exchange rate.

26


The decrease in vehicles sold was primarily attributable to a 9% decrease in institutional volume, including vehicles sold on our online only platform, as well as a 9% decrease in dealer consignment units sold for the three months ended March 31, 2020 compared with the three months ended March 31, 2019. Online sales volume for ADESA represented approximately 63% of the total vehicles sold in the first quarter of 2020, compared with approximately 57% in the first quarter of 2019. "Online sales" includes the following: (i) selling vehicles directly from a dealership or other interim storage location; (ii) online solutions that offer vehicles for sale while in transit to auction locations; (iii) vehicles sold on the TradeRev platform; (iv) vehicle sales in Europe, including units sold by COTW; (v) simultaneously broadcasting video and audio during the physical auctions to online bidders (ADESA Simulcast); and (vi) bulletin-board or real-time online auctions (DealerBlock®). Online only sales, which do not include vehicles sold on ADESA Simulcast or DealerBlock, accounted for approximately 72% of ADESA's North American online sales volume. ADESA sold approximately 367,000 (including approximately 33,000 from TradeRev) and 367,000 (including approximately 31,000 from TradeRev) vehicles through its North American online only offerings in the first quarter of 2020 and 2019, respectively. For the three months ended March 31, 2020 and 2019, dealer consignment vehicles represented approximately 38% of used vehicles sold at ADESA physical auction locations. The volume of vehicles sold at physical auction locations in the first quarter of 2020 decreased approximately 16% compared with the first quarter of 2019. The used vehicle conversion percentage at North American physical auction locations, calculated as the number of vehicles sold as a percentage of the number of vehicles entered for sale at our ADESA auctions, decreased to 63.3% for the three months ended March 31, 2020, compared with 63.8% for the three months ended March 31, 2019.
Volumes sold for the three months ended March 31, 2020 were materially impacted by the restrictions placed on businesses throughout the world. Beginning the week of March 16, we experienced a significant decline in volumes, as customers began to cease operations in response to local, state and provincial directives. Year-to-date through February 29, 2020, North American volumes, excluding TradeRev, were up approximately 7% in comparison to 2019. For the first week of March 2020, North American volumes, excluding TradeRev, were up approximately 1% in comparison to 2019. In the second, third and fourth weeks of March 2020, North American volumes, excluding TradeRev, were down approximately 12%, 45% and 87%, respectively, in comparison to 2019.
Physical auction revenue per vehicle sold increased $39, or 4%, to $914 for the three months ended March 31, 2020, compared with $875 for the three months ended March 31, 2019. Physical auction revenue per vehicle sold includes revenue from seller and buyer auction fees and ancillary and other related services, which includes non-auction services and excludes the sale of purchased vehicles. The increase in physical auction revenue per vehicle sold was primarily attributable to an increase in lower margin ancillary services revenue and auction fees related to higher average transaction prices, as well as a decrease in the number of vehicles sold at physical auctions.
Online only auction revenue per vehicle sold increased $53 to $259 for the three months ended March 31, 2020, compared with $206 for the three months ended March 31, 2019. The increase in online only auction revenue per vehicle sold was attributable to an increase in purchased vehicle sales associated with the ADESA Assurance Program, the increase in TradeRev revenue and the inclusion of ADESA Europe sales. The entire selling price of the purchased vehicles sold at auction is recorded as revenue ("Purchased vehicle sales"). Excluding purchased vehicle sales, online only revenue per vehicle would have been $163 and $144 for the three months ended March 31, 2020 and 2019, respectively. The $19 increase in online only revenue per vehicle was attributable to increased revenue per vehicle for units sold on the TradeRev platform and the addition of ADESA Europe.
Gross Profit
For the three months ended March 31, 2020, gross profit for ADESA decreased $32.7 million, or 14%, to $196.3 million, compared with $229.0 million for the three months ended March 31, 2019. Gross profit for ADESA was 34.6% of revenue for the three months ended March 31, 2020, compared with 38.2% of revenue for the three months ended March 31, 2019. Gross profit as a percentage of revenue decreased for the three months ended March 31, 2020 as compared with the three months ended March 31, 2019 as a result of an increase in purchased vehicle sales primarily related to the acquisition of COTW and increased activity under ADESA Assurance. The entire selling and purchase price of the vehicle is recorded as revenue and cost of services for purchased vehicle sold. Excluding purchased vehicle sales, gross profit as a percentage of revenue was 39.9% and 42.2% for the three months ended March 31, 2020 and 2019, respectively. The remaining decrease in gross profit as a percentage of revenue relates to growth in lower margin ancillary services and the shut down of the physical auctions on March 20, 2020 in response to the COVID-19 pandemic. While revenue decreased for the three months ended March 31, 2020, cost of services remained consistent, as all non-essential auction employees were paid during the 2 week closure. Businesses acquired in the last 12 months accounted for an increase in cost of services of $15.6 million for the three months ended March 31, 2020.

27


Selling, General and Administrative
Selling, general and administrative expenses for the ADESA segment decreased $3.8 million, or 3%, to $122.8 million for the three months ended March 31, 2020, compared with $126.6 million for the three months ended March 31, 2019, primarily due to decreases in incentive-based compensation of $5.4 million, marketing costs of $2.3 million, severance of $1.5 million and travel expenses of $0.9 million (as a result of travel restrictions put in place on February 28), partially offset by increases in costs associated with acquisitions of $1.9 million, information technology costs of $1.6 million, compensation expense of $0.9 million, professional fees of $0.8 million and other miscellaneous expenses aggregating $1.1 million.
AFC Results
 
Three Months Ended March 31,
(Dollars in millions except volumes and per loan amounts)
2020
 
2019
Finance-related revenue
 
 
 
Interest and fee income
$
83.8

 
$
86.9

Other revenue
2.7

 
2.8

Provision for credit losses
(16.9
)
 
(8.2
)
Warranty contract revenue
8.9

 
8.4

Total AFC revenue
78.5

 
89.9

Cost of services*
23.9

 
23.2

Gross profit*
54.6

 
66.7

Selling, general and administrative
6.5

 
7.2

Depreciation and amortization
2.7

 
2.4

Operating profit
$
45.4

 
$
57.1

Loan transactions
448,000

 
461,000

Revenue per loan transaction, excluding "Warranty contract revenue"
$
155

 
$
177


* Exclusive of depreciation and amortization
Revenue
For the three months ended March 31, 2020, AFC revenue decreased $11.4 million, or 13%, to $78.5 million, compared with $89.9 million for the three months ended March 31, 2019. The decrease in revenue was primarily the result of a 3% decrease in loan transactions and a 12% decrease in revenue per loan transaction.
Revenue per loan transaction, which includes both loans paid off and loans curtailed, decreased $22, or 12%, primarily as a result of an increase in provision for credit losses for the three months ended March 31, 2020. Revenue per loan transaction excludes "Warranty contract revenue."
The provision for credit losses increased to 3.3% of the average managed receivables for the three months ended March 31, 2020 from 1.6% for the three months ended March 31, 2019.
Gross Profit
For the three months ended March 31, 2020, gross profit for the AFC segment decreased $12.1 million to $54.6 million, or 69.6% of revenue, compared with $66.7 million, or 74.2% of revenue, for the three months ended March 31, 2019. The decrease in gross profit as a percent of revenue was primarily the result of a 13% decrease in revenue and a 3% increase in cost of services. The increase in cost of services was primarily the result of increases in compensation expense of $0.5 million and other miscellaneous expenses aggregating $0.2 million.
Selling, General and Administrative
Selling, general and administrative expenses at AFC decreased $0.7 million, or 10%, to $6.5 million for the three months ended March 31, 2020, compared with $7.2 million for the three months ended March 31, 2019, primarily as a result of decreases in incentive-based compensation of $0.4 million and stock-based compensation of $0.3 million.

28


Holding Company Results
 
Three Months Ended March 31,
(Dollars in millions)
2020
 
2019
Selling, general and administrative
$
33.1

 
$
41.4

Depreciation and amortization
5.9

 
6.9

Operating loss
$
(39.0
)
 
$
(48.3
)
Selling, General and Administrative
For the three months ended March 31, 2020, selling, general and administrative expenses at the holding company decreased $8.3 million, or 20%, to $33.1 million, compared with $41.4 million for the three months ended March 31, 2019, primarily as a result of decreases in incentive-based compensation of $3.6 million, professional fees of $2.5 million, compensation expense of $1.6 million, stock-based compensation of $0.9 million and other miscellaneous expenses of $0.8 million, partially offset by increases in information technology costs of $1.1 million.
LIQUIDITY AND CAPITAL RESOURCES
We believe that the significant indicators of liquidity for our business are cash on hand, cash flow from operations, working capital and amounts available under our Credit Facility. Our principal sources of liquidity consist of cash generated by operations and borrowings under our Revolving Credit Facility.
(Dollars in millions)
March 31,
2020
 
December 31,
2019
 
March 31,
2019
Cash and cash equivalents
$
293.1

 
$
507.6

 
$
199.4

Restricted cash
114.4

 
53.3

 
24.3

Working capital
694.1

 
726.8

 
277.5

Amounts available under the Revolving Credit Facility*
325.0

 
325.0

 
256.5

Cash flow from operations for the three months ended
(49.2
)
 
 
 
50.0

*
There were related outstanding letters of credit totaling approximately $29.7 million, $27.4 million and $32.9 million at March 31, 2020, December 31, 2019 and March 31, 2019, 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. The COVID-19 pandemic is having a significant impact on our business. As a result, we have implemented several measures that we believe will enhance liquidity for the foreseeable future. Some of these measures include the following:
We have reduced compensation expense:
KAR’s CEO, CFO and President have voluntarily elected to forgo 100% of their respective base salaries effective April 5, 2020 through at least June 27, 2020.
The remainder of KAR’s executive officers have voluntarily elected to reduce their base salaries by 50% during this period.
Base salaries across many levels of the organization have been temporarily reduced.
We furloughed approximately 11,000 employees in April 2020.
KAR’s board of directors voluntarily elected to forgo their cash compensation for the second quarter of 2020.
Business travel for any reason has been prohibited.
Non-essential services provided by third parties at our locations have generally been suspended.
All capital projects at our physical auction locations have been delayed or canceled.
The Company has temporarily suspended its quarterly dividend in light of the impact of the COVID-19 pandemic on its operations.
We have negotiated the deferral of rent payments with certain landlords.
The ADESA Assurance program was temporarily suspended.
AFC has reduced the unused portion of certain floorplan lines with its customers.

29



In addition, we intend to take advantage of the Employee Retention Credit and the Federal Employer Social Security Tax Deferment provided under the CARES Act. As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. A continued worldwide disruption could materially affect our liquidity.

Working Capital
A substantial amount of our working capital is generated from the payments received for services provided. The majority of our working capital needs are short-term in nature, usually less than a week in duration. Due to the decentralized nature of the business, payments for most vehicles purchased are received at each auction and branch. Most of the financial institutions place a temporary hold on the availability of the funds deposited that generally can range up to two business days, resulting in cash in our accounts and on our balance sheet that is unavailable for use until it is made available by the various financial institutions. There are outstanding checks (book overdrafts) to sellers and vendors included in current liabilities. Because a portion of these outstanding checks for operations in the U.S. are drawn upon bank accounts at financial institutions other than the financial institutions that hold the cash, we cannot offset all the cash and the outstanding checks on our balance sheet. Changes in working capital vary from quarter-to-quarter as a result of the timing of collections and disbursements of funds to consignors from auctions held near period end.
Approximately $123.3 million of available cash was held by our foreign subsidiaries at March 31, 2020. If funds held by our foreign subsidiaries were to be repatriated, state and local income tax expense and foreign withholding tax expense would need to be recognized, net of any applicable foreign tax credits. We expect any applicable taxes to be minimal.
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. In response to the COVID-19 pandemic and the related economic downturn, AFC launched a Customer Relief Program in March 2020. Under the Customer Relief Program, eligible customers may choose to defer curtailment payments (principal, fees and interest) due through May 31, 2020, on eligible units. For further discussion of AFC's securitization arrangements, see "Securitization Facilities."
Credit Facilities
On September 19, 2019, we entered into the Third Amendment Agreement (the "Third Amendment") to the Credit Agreement. The Third Amendment provided for, among other things, (i) the refinancing of the existing Term Loan B-4 and Term Loan B-5 with the new Term Loan B-6, (ii) repayment of the 2017 Revolving Credit Facility and (iii) the $325 million Revolving Credit Facility.

The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate
purposes. The Revolving Credit Facility also includes a $50 million sub-limit for issuance of letters of credit and a $60 million sub-limit for swingline loans.
Term Loan B-6 was issued at a discount of $2.4 million and the discount is being amortized using the effective interest method to interest expense over the term of the loan. Term Loan B-6 is payable in quarterly installments equal to 0.25% of the original aggregate principal amount, with the balance payable at the maturity date.
As set forth in the Credit Agreement, the Tranche B-6 Term Loans bear interest at an adjusted LIBOR rate plus 2.25% or at the Company’s election, Base Rate (as defined in the Credit Agreement) plus 1.25%. Loans under the Revolving Credit Facility will bear interest at a rate calculated based on the type of borrowing (either adjusted LIBOR or Base Rate) and the Company’s Consolidated Senior Secured Net Leverage Ratio, with such rate ranging from 2.25% to 1.75% for adjusted LIBOR loans and from 1.25% to 0.75% for Base Rate loans. The Company also pays a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Revolving Facility based on the Company’s Consolidated Senior Secured Net Leverage Ratio, from time to time. The interest rate applicable to Term Loan B-6 was 3.19% at March 31, 2020.
On March 31, 2020, $945.2 million was outstanding on Term Loan B-6 and there were no borrowings on the Revolving Credit Facility. In addition, we had related outstanding letters of credit in the aggregate amount of $29.7 million and $27.4 million at March 31, 2020 and December 31, 2019, which reduce the amount available for borrowings under the Revolving Credit Facility. Our Canadian operations also have a C$8 million line of credit which was undrawn at March 31, 2020. However, there were related letters of credit outstanding totaling approximately C$0.3 million at March 31, 2020, which reduce amounts available under the Canadian line of credit. In addition, our European operations have lines of credit aggregating $33.1 million (€30 million) of which $17.5 million was drawn at March 31, 2020.

30


The obligations of the Company under the Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority perfected security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions.
The Credit Agreement contains certain restrictive loan covenants, including, among others, a financial covenant requiring that a Consolidated Senior Secured Net Leverage Ratio be satisfied as of the last day of each fiscal quarter if revolving loans are outstanding, and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, consummate change of control transactions, dispose of assets, pay dividends, make investments and engage in certain transactions with affiliates. The Consolidated Senior Secured Net Leverage Ratio is calculated as total consolidated debt (net of unrestricted cash) divided by the last four quarters consolidated Adjusted EBITDA. Total consolidated debt includes term loan borrowings, revolving loans and finance lease liabilities less available cash as defined in the Credit Agreement. Consolidated Adjusted EBITDA is EBITDA (earnings before interest expense, income taxes, depreciation and amortization) adjusted to exclude among other things (a) gains and losses from asset sales; (b) unrealized foreign currency translation gains and losses in respect of indebtedness; (c) certain non-recurring gains and losses; (d) stock-based compensation expense; (e) certain other non-cash amounts included in the determination of net income; (f) charges and revenue reductions resulting from purchase accounting; (g) minority interest; (h) consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; (i) expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts; (j) expenses incurred in connection with permitted acquisitions; (k) any impairment charges or write-offs of intangibles; and (l) any extraordinary, unusual or non-recurring charges, expenses or losses.
Certain covenants contained within the Credit Agreement are critical to an investor's understanding of our financial liquidity, as the failure to maintain compliance with these covenants could result in a default and allow our lenders to declare all amounts borrowed immediately due and payable. The Consolidated Senior Secured Net Leverage Ratio is required to be met when there are revolving loans outstanding under our Credit Agreement. For the quarter ended March 31, 2020, the Consolidated Senior Secured Net Leverage Ratio could not exceed 3.5. Our Consolidated Senior Secured Net Leverage Ratio, including finance lease obligations of $23.7 million, was 1.8 at March 31, 2020.
In addition, the Credit Agreement and the indenture governing our senior notes (see Note 6, "Long-Term Debt" for additional information) contain certain financial and operational restrictions that limit our ability to pay dividends and other distributions, make certain acquisitions or investments, incur indebtedness, grant liens and sell assets. The applicable covenants in the Credit Agreement affect our operating flexibility by, among other things, restricting our ability to incur expenses and indebtedness that could be used to grow the business, as well as to fund general corporate purposes. We were in compliance with the covenants in the Credit Agreement and the indenture governing our senior notes at March 31, 2020.
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 operating needs for the foreseeable future. In addition, we believe the previously mentioned sources of liquidity will be sufficient to fund our capital requirements and debt service payments for the foreseeable future. A lack of recovery in market conditions, or further deterioration in market conditions, could materially affect the Company's liquidity.
Senior Notes
On May 31, 2017, we issued $950 million of 5.125% senior notes due June 1, 2025. The Company pays interest on the senior notes semi-annually in arrears on June 1 and December 1 of each year, which commenced on December 1, 2017. We may redeem the senior notes, in whole or in part, at any time prior to June 1, 2020 at a redemption price equal to 100% of the principal amount plus a make-whole premium and thereafter at a premium that declines ratably to par in 2023. The senior notes are guaranteed by the Subsidiary Guarantors.
Securitization Facilities
AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to AFC Funding Corporation. A securitization agreement allows for the revolving sale by AFC Funding Corporation to a group of bank purchasers of undivided interests in certain finance receivables subject to committed liquidity. The agreement expires on January 28, 2022. AFC Funding Corporation had committed liquidity of $1.70 billion for U.S. finance receivables at March 31, 2020.

31


We also have an agreement for the securitization of AFCI's receivables, which expires on January 28, 2022. AFCI's committed facility is provided through a third-party conduit (separate from the U.S. facility) and was C$175 million at March 31, 2020. 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 $1,954.8 million and $2,115.2 million at March 31, 2020 and December 31, 2019, respectively. AFC's allowance for losses was $25.0 million and $15.0 million at March 31, 2020 and December 31, 2019, respectively.
As of March 31, 2020 and December 31, 2019, $1,929.9 million and $2,061.6 million, respectively, of finance receivables and a cash reserve of 1 or 3 percent of the obligations collateralized by finance receivables served as security for the $1,349.9 million and $1,461.2 million of obligations collateralized by finance receivables at March 31, 2020 and December 31, 2019, respectively. The amount of the cash reserve depends on circumstances which are set forth in the securitization agreement. There were unamortized securitization issuance costs of approximately $11.5 million and $13.2 million at March 31, 2020 and December 31, 2019, 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, 2020, we were in compliance with the covenants in the securitization agreements.
In response to the COVID-19 pandemic and the related economic downturn, AFC amended its U.S. and Canadian securitization agreements in March 2020, in order to provide temporary cash relief to its customers by launching a Customer Relief Program. Under this program, eligible customers may choose to defer curtailment payments (principal, fees and interest) due through May 31, 2020, on eligible units. These transactions are permitted as eligible loans under the amended securitization agreements.
On April 30, 2020, AFC amended its U.S. and Canadian securitization agreements to modify certain definitions and to reduce the minimum net spread for April, May and June 2020. In addition, the one-month minimum payment rate test decreased for April, May and June 2020.
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.

32


The following tables reconcile EBITDA and Adjusted EBITDA to net income (loss) from continuing operations for the periods presented:
 
Three Months Ended March 31, 2020
(Dollars in millions)
ADESA
 
AFC
 
Corporate
 
Consolidated
Net income (loss) from continuing operations
$
24.1

 
$
24.6

 
$
(45.9
)
 
$
2.8

Add back:
 
 
 
 
 
 
 
Income taxes
8.8

 
8.1

 
(14.9
)
 
2.0

Interest expense, net of interest income
0.6

 
13.5

 
23.1

 
37.2

Depreciation and amortization
39.1

 
2.7

 
5.9

 
47.7

Intercompany interest
(1.0
)
 
(0.8
)
 
1.8

 

EBITDA
71.6

 
48.1

 
(30.0
)
 
89.7

Intercompany charges
1.7

 

 
(1.7
)
 

Non-cash stock-based compensation
2.1

 
0.4

 
2.8

 
5.3

Acquisition related costs
1.2

 

 
0.2

 
1.4

Securitization interest

 
(11.4
)
 

 
(11.4
)
Loss on asset sales
0.5

 

 

 
0.5

Severance
1.3

 

 
0.5

 
1.8

Foreign currency (gains)/losses
1.8

 

 
(1.4
)
 
0.4

Other
0.2

 

 
0.7

 
0.9

  Total addbacks
8.8

 
(11.0
)
 
1.1

 
(1.1
)
Adjusted EBITDA
$
80.4

 
$
37.1

 
$
(28.9
)
 
$
88.6

 
 
Three Months Ended March 31, 2019
(Dollars in millions)
ADESA
 
AFC
 
Corporate
 
Consolidated
Net income (loss) from continuing operations
$
42.4

 
$
30.5

 
$
(57.6
)
 
$
15.3

Add back:
 
 
 
 
 
 
 
Income taxes
15.9

 
10.8

 
(20.2
)
 
6.5

Interest expense, net of interest income
0.4

 
16.9

 
38.6

 
55.9

Depreciation and amortization
35.0

 
2.4

 
6.9

 
44.3

Intercompany interest
7.1

 
(1.2
)
 
(5.9
)
 

EBITDA
100.8

 
59.4

 
(38.2
)
 
122.0

Intercompany charges
3.2

 

 
(3.2
)
 

Non-cash stock-based compensation
2.4

 
0.5

 
3.7

 
6.6

Acquisition related costs
1.6

 

 
2.3

 
3.9

Securitization interest

 
(14.8
)
 

 
(14.8
)
Loss on asset sales
0.5

 

 

 
0.5

Severance
2.7

 

 
1.0

 
3.7

Foreign currency (gains)/losses
(0.6
)
 

 

 
(0.6
)
IAA allocated costs

 

 
1.4

 
1.4

Other
0.2

 

 

 
0.2

  Total addbacks
10.0

 
(14.3
)
 
5.2

 
0.9

Adjusted EBITDA
$