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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 June 30, 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 July 31, 2020, 129,227,519 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 June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Operating revenues
 
 
 
 
 
 
 
Auction fees and services revenue
$
312.6

 
$
553.1

 
$
804.1

 
$
1,095.0

Purchased vehicle sales
49.6

 
79.3

 
125.1

 
137.1

Finance-related revenue
56.8

 
86.7

 
135.3

 
176.6

Total operating revenues
419.0

 
719.1

 
1,064.5

 
1,408.7

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
235.1

 
417.4

 
629.7

 
811.3

Selling, general and administrative
112.3

 
163.2

 
274.7

 
338.4

Depreciation and amortization
46.5

 
47.9

 
94.2

 
92.2

  Goodwill and other intangibles impairment
29.8

 

 
29.8

 

Total operating expenses
423.7

 
628.5

 
1,028.4

 
1,241.9

Operating profit (loss)
(4.7
)
 
90.6

 
36.1

 
166.8

Interest expense
30.9

 
55.6

 
68.9

 
112.1

Other expense (income), net
1.3

 
(1.1
)
 
(0.7
)
 
(3.2
)
Income (loss) from continuing operations before income taxes
(36.9
)
 
36.1

 
(32.1
)
 
57.9

Income taxes
(4.6
)
 
8.7

 
(2.6
)
 
15.2

Income (loss) from continuing operations
$
(32.3
)
 
$
27.4

 
$
(29.5
)
 
$
42.7

Income from discontinued operations, net of income taxes

 
28.2

 

 
90.7

Net income (loss)
$
(32.3
)
 
$
55.6

 
$
(29.5
)
 
$
133.4

Net income (loss) per share - basic
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.27
)
 
$
0.21

 
$
(0.24
)
 
$
0.32

Income from discontinued operations

 
0.21

 

 
0.68

Net income (loss) per share - basic
$
(0.27
)
 
$
0.42

 
$
(0.24
)
 
$
1.00

Net income (loss) per share - diluted
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.27
)
 
$
0.20

 
$
(0.24
)
 
$
0.32

Income from discontinued operations

 
0.21

 

 
0.68

Net income (loss) per share - diluted
$
(0.27
)
 
$
0.41

 
$
(0.24
)
 
$
1.00

Dividends declared per common share
$

 
$
0.35

 
$
0.19

 
$
0.70






See accompanying condensed notes to consolidated financial statements

3


KAR Auction Services, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net income (loss)
$
(32.3
)
 
$
55.6

 
$
(29.5
)
 
$
133.4

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Foreign currency translation gain (loss)
16.0

 
8.4

 
(19.9
)
 
16.5

Unrealized loss on interest rate derivatives, net of tax
(3.6
)
 

 
(22.6
)
 

Total other comprehensive income (loss), net of tax
12.4

 
8.4

 
(42.5
)
 
16.5

Comprehensive income (loss)
$
(19.9
)
 
$
64.0

 
$
(72.0
)
 
$
149.9

   


























See accompanying condensed notes to consolidated financial statements

4


KAR Auction Services, Inc.
Consolidated Balance Sheets
(In millions)
(Unaudited)
 
June 30,
2020
 
December 31,
2019
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
968.5

 
$
507.6

Restricted cash
50.0

 
53.3

Trade receivables, net of allowances of $11.8 and $9.5
582.3

 
457.5

Finance receivables, net of allowances of $22.0 and $15.0
1,526.3

 
2,100.2

Other current assets
124.0

 
125.9

Total current assets
3,251.1

 
3,244.5

Other assets
 
 
 
Goodwill
1,790.9

 
1,821.7

Customer relationships, net of accumulated amortization of $652.0 and $637.4
179.3

 
207.9

Other intangible assets, net of accumulated amortization of $321.3 and $292.4
290.9

 
298.5

Operating lease right-of-use assets
353.1

 
364.1

Property and equipment, net of accumulated depreciation of $562.3 and $534.3
583.7

 
609.0

Other assets
45.0

 
35.5

Total other assets
3,242.9

 
3,336.7

Total assets
$
6,494.0

 
$
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)
 
June 30,
2020
 
December 31,
2019
Liabilities, Temporary Equity and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable
$
983.8

 
$
704.6

Accrued employee benefits and compensation expenses
55.2

 
72.7

Accrued interest
7.1

 
7.9

Other accrued expenses
194.3

 
216.9

Income taxes payable
6.1

 
1.1

Dividends payable

 
24.5

Obligations collateralized by finance receivables
735.9

 
1,461.2

Current maturities of long-term debt
26.9

 
28.8

Total current liabilities
2,009.3

 
2,517.7

Non-current liabilities
 
 
 
Long-term debt
1,856.9

 
1,861.3

Deferred income tax liabilities
115.8

 
134.5

Operating lease liabilities
347.3

 
358.3

Other liabilities
82.0

 
59.2

Total non-current liabilities
2,402.0

 
2,413.3

Commitments and contingencies (Note 10)

 

Temporary equity
 
 
 
Series A convertible preferred stock (Note 9)
528.2

 

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

 
 

Issued and outstanding shares:
 

 
 

June 30, 2020: 129,225,465
 

 
 

December 31, 2019: 128,833,452
1.3

 
1.3

Additional paid-in capital
1,034.2

 
1,028.9

Retained earnings
592.5

 
651.0

Accumulated other comprehensive loss
(73.5
)
 
(31.0
)
Total stockholders' equity
1,554.5

 
1,650.2

Total liabilities, temporary equity and stockholders' equity
$
6,494.0

 
$
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 March 31, 2020
129.2

 
$
1.3

 
$
1,031.6

 
$
624.8

 
$
(85.9
)
 
$
1,571.8

Net loss
 
 
 
 
 
 
(32.3
)
 
 
 
(32.3
)
Other comprehensive income
 
 
 
 
 
 
 
 
12.4

 
12.4

Issuance of common stock under stock plans
0.1

 
 
 
0.3

 
 
 
 
 
0.3

Surrender of RSUs for taxes
(0.1
)
 
 
 
(0.3
)
 
 
 
 
 
(0.3
)
Stock-based compensation expense
 
 
 
 
2.6

 
 
 
 
 
2.6

Balance at June 30, 2020
129.2

 
$
1.3

 
$
1,034.2

 
$
592.5

 
$
(73.5
)
 
$
1,554.5

 

 
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 loss
 
 
 
 
 
 
(29.5
)
 
 
 
(29.5
)
Other comprehensive loss
 
 
 
 
 
 
 
 
(42.5
)
 
(42.5
)
Issuance of common stock under stock plans
0.6

 
 
 
0.7

 
 
 
 
 
0.7

Surrender of RSUs for taxes
(0.2
)
 
 
 
(3.7
)
 
 
 
 
 
(3.7
)
Stock-based compensation expense
 
 
 
 
7.6

 
 
 
 
 
7.6

Dividends earned under stock plan
 
 
 
 
0.7

 
(0.7
)
 
 
 

Cash dividends declared to stockholders ($0.19 per share)
 
 
 
 
 
 
(24.5
)
 
 
 
(24.5
)
Balance at June 30, 2020
129.2

 
$
1.3

 
$
1,034.2

 
$
592.5

 
$
(73.5
)
 
$
1,554.5























See accompanying condensed notes to consolidated financial statements

7


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 March 31, 2019
133.3

 
$
1.3

 
$
1,131.5

 
$
422.9

 
$
(53.2
)
 
$
1,502.5

Net income
 
 
 
 
 
 
55.6

 
 
 
55.6

Other comprehensive income
 
 
 
 
 
 
 
 
8.4

 
8.4

Issuance of common stock under stock plans
0.1

 
 
 
4.7

 
 
 
 
 
4.7

Surrender of RSUs for taxes

 
 
 
(0.2
)
 
 
 
 
 
(0.2
)
Stock-based compensation expense
 
 
 
 
4.7

 
 
 
 
 
4.7

Distribution of IAA
 
 
 
 
 
 
213.2

 
10.4

 
223.6

Dividends earned under stock plan
 
 
 
 
0.1

 
(0.1
)
 
 
 

Cash dividends declared to stockholders ($0.35 per share)
 
 
 
 
 
 
(46.7
)
 
 
 
(46.7
)
Balance at June 30, 2019
133.4

 
$
1.3

 
$
1,140.8

 
$
644.9

 
$
(34.4
)
 
$
1,752.6



 
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
 
 
 
 
 
 
133.4

 
 
 
133.4

Other comprehensive income
 
 
 
 
 
 
 
 
16.5

 
16.5

Issuance of common stock under stock plans
0.7

 
 
 
5.4

 
 
 
 
 
5.4

Surrender of RSUs for taxes
(0.2
)
 
 
 
(10.4
)
 
 
 
 
 
(10.4
)
Stock-based compensation expense
 
 
 
 
12.1

 
 
 
 
 
12.1

Distribution of IAA
 
 
 
 
 
 
213.2

 
10.4

 
223.6

Dividends earned under stock plan
 
 
 
 
1.8

 
(1.8
)
 
 
 

Cash dividends declared to stockholders ($0.70 per share)
 
 
 
 
 
 
(93.3
)
 
 
 
(93.3
)
Balance at June 30, 2019
133.4

 
$
1.3

 
$
1,140.8

 
$
644.9

 
$
(34.4
)
 
$
1,752.6











See accompanying condensed notes to consolidated financial statements

8


KAR Auction Services, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
Six Months Ended June 30,
 
2020
 
2019
Operating activities
 
 
 
Net income (loss)
$
(29.5
)
 
$
133.4

Net income from discontinued operations

 
(90.7
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
94.2

 
92.2

Provision for credit losses
41.6

 
18.2

Deferred income taxes
(13.1
)
 
3.6

Amortization of debt issuance costs
5.6

 
7.1

Stock-based compensation
7.6

 
10.3

Loss on disposal of fixed assets

 
0.1

Goodwill and other intangibles impairment
29.8

 

Other non-cash, net
4.9

 
5.8

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Trade receivables and other assets
(137.5
)
 
(145.7
)
Accounts payable and accrued expenses
265.3

 
127.4

Net cash provided by operating activities - continuing operations
268.9

 
161.7

Net cash provided by operating activities - discontinued operations

 
155.8

Investing activities
 
 
 
Net decrease (increase) in finance receivables held for investment
532.6

 
(69.8
)
Acquisition of businesses (net of cash acquired)

 
(120.7
)
Purchases of property, equipment and computer software
(46.7
)
 
(78.4
)
Net cash provided by (used by) investing activities - continuing operations
485.9

 
(268.9
)
Net cash used by investing activities - discontinued operations

 
(37.4
)
Financing activities
 
 
 
Net increase in book overdrafts
5.0

 
44.1

Net (decrease) increase in borrowings from lines of credit
(1.9
)
 
93.5

Net decrease in obligations collateralized by finance receivables
(720.5
)
 
(31.0
)
Proceeds from issuance of Series A Preferred Stock
550.1

 

Payments for issuance costs of Series A Preferred Stock
(21.9
)
 

Payments for debt issuance costs/amendments
(3.9
)
 

Payments on long-term debt
(4.7
)
 
(1,291.1
)
Payments on finance leases
(7.8
)
 
(6.9
)
Payments of contingent consideration and deferred acquisition costs
(22.3
)
 
(0.5
)
Issuance of common stock under stock plans
0.7

 
5.4

Tax withholding payments for vested RSUs
(3.7
)
 
(10.4
)
Dividends paid to stockholders
(49.0
)
 
(139.8
)
  Cash transferred to IAA

 
(50.9
)
Net cash used by financing activities - continuing operations
(279.9
)
 
(1,387.6
)
Net cash provided by financing activities - discontinued operations

 
1,317.6

Effect of exchange rate changes on cash
(17.3
)
 
10.8

Net increase (decrease) in cash, cash equivalents and restricted cash
457.6

 
(48.0
)
Cash, cash equivalents and restricted cash at beginning of period
560.9

 
304.7

Cash, cash equivalents and restricted cash at end of period
$
1,018.5

 
$
256.7

Cash paid for interest, net of proceeds from interest rate derivatives
$
63.9

 
$
98.2

Cash paid for taxes, net of refunds - continuing operations
$
3.6

 
$
20.5

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

 
$
40.1

See accompanying condensed notes to consolidated financial statements

9


KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements
June 30, 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, September 19, 2019 and May 29, 2020, 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 June 30, 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 June 30, 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.

10

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 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 June 30, 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 and six months ended June 30, 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 and six months ended June 30, 2020.
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 June 30, 2020, we had accrued deferred and estimated contingent consideration with a fair value of approximately $3.7 million and $41.8 million, respectively. At June 30, 2020, the aggregate maximum potential payment remaining for undiscounted deferred payments and undiscounted contingent payments related to these acquisitions could approximate $102.9 million. For the six months ended June 30, 2020, we made contingent consideration and deferred acquisition payments related to the CarsOnTheWeb acquisition of $22.3 million.


11

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

Temporary Equity

The Company records shares of convertible preferred stock at their respective fair values on the date of issuance, net of issuance costs. The convertible preferred stock is recorded outside of stockholders' equity on the consolidated balance sheet because the shares contain liquidation features that are not solely within the Company's control. The Company has elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. See Note 9 for a discussion of the convertible preferred stock.
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 stockholders with equity ownership in both KAR and IAA. On June 28, 2019, the Company’s stockholders received one share of IAA common stock for every share of Company common stock they held as of the close of business on June 18, 2019, the record date for the distribution. In addition to the shares of IAA common stock, KAR received a cash distribution of approximately $1,278.0 million from IAA, which was used to prepay a portion of KAR's term loans. In connection with the spin-off, the Company and IAA entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement and a tax matters agreement. These agreements provide for the allocation between the Company and IAA of assets, employees, liabilities and obligations (including investments, property, environmental and tax-related assets and liabilities) attributable to

12

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

periods prior to, at and after IAA's Separation from the Company and will govern certain relationships between IAA and the Company after the Separation.

The financial results of IAA have been accounted for as discontinued operations in the comparable 2019 results presented. IAA was formerly presented as one of the Company’s reportable segments. Discontinued operations included one-time transaction costs in "Selling, general and administrative" of approximately $30.5 million and $31.3 million for the three and six months ended June 30, 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 June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Operating revenues
$

 
$
366.4

 
$

 
$
723.6

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

 
227.7

 

 
446.1

Selling, general and administrative

 
62.1

 

 
94.5

Depreciation and amortization

 
22.1

 

 
43.9

Total operating expenses

 
311.9

 

 
584.5

Operating profit

 
54.5

 

 
139.1

Interest expense

 
2.4

 

 
2.7

Other income, net

 
(0.1
)
 

 

Income from discontinued operations before income taxes

 
52.2

 

 
136.4

Income taxes

 
24.0

 

 
45.7

Income from discontinued operations
$

 
$
28.2

 
$

 
$
90.7



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 June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
PRSUs
$
0.8

 
$
1.3

 
$
2.3

 
$
4.9

RSUs
1.8

 
2.6

 
5.3

 
5.4

Total stock-based compensation expense
$
2.6

 
$
3.9

 
$
7.6

 
$
10.3


In the first six months of 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

13

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

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.
KAR Auction Services, Inc. Employee Stock Purchase Plan

We adopted the KAR Auction Services, Inc. Employee Stock Purchase Plan ("ESPP") in December 2009. The ESPP, which was approved by our stockholders, is designed to provide an incentive to attract, retain and reward eligible employees and is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. At the Company’s annual meeting of stockholders in June 2020, the stockholders approved an amendment to the ESPP. As a result, the maximum number of shares reserved for issuance under the ESPP was increased from 1.0 million to 2.5 million.
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 "Exchange Act"). The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice. No shares of common stock were repurchased during the six months ended June 30, 2020 or 2019.
Note 4—Net Income (Loss) from Continuing Operations Per Share
The following table sets forth the computation of net income (loss) from continuing operations per share (in millions except per share amounts):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net income (loss) from continuing operations
$
(32.3
)
 
$
27.4

 
$
(29.5
)
 
$
42.7

Series A Preferred Stock dividends
2.1

 

 
2.1

 

Net income (loss) attributable to common stockholders
$
(34.4
)
 
$
27.4

 
$
(31.6
)
 
$
42.7

Weighted average common shares outstanding
129.3

 
133.4

 
129.2

 
133.2

Effect of dilutive stock options and restricted stock awards

 
0.7

 

 
0.7

Effect of assumed conversion of Series A Preferred Stock

 

 

 

Weighted average common shares outstanding and potential common shares
129.3

 
134.1

 
129.2

 
133.9

Net income (loss) from continuing operations per share
 
 
 
 
 
 
 
Basic
$
(0.27
)
 
$
0.21

 
$
(0.24
)
 
$
0.32

Diluted
$
(0.27
)
 
$
0.20

 
$
(0.24
)
 
$
0.32


Basic net income (loss) from continuing operations per share was calculated by dividing net income (loss) from continuing operations by the weighted average number of outstanding common shares for the period. Diluted net income (loss) from continuing operations per share was calculated consistent with basic net income (loss) 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 (loss) 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 (loss) 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

14

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

of diluted net income (loss) from continuing operations per share for the three or six months ended June 30, 2019. In addition, approximately 0.8 million PRSUs were excluded from the calculation of diluted net income (loss) from continuing operations per share for the three and six months ended June 30, 2019. Total options outstanding at June 30, 2020 and 2019 were 0.7 million and 0.8 million, respectively. In accordance with U.S. GAAP, no potential common shares were included in the computation of diluted net income per share for the three or six months ended June 30, 2020 because to do so would have been anti-dilutive based on the period losses.
Beginning with the quarter ended June 30, 2020, the Company also includes participating securities (Series A Preferred Stock) in the computation of net income (loss) from continuing operations per share pursuant to the two-class method. The two-class method of calculating net income (loss) from continuing operations per share is an allocation method that calculates earnings per share for common stock and participating securities. During periods of net loss from continuing operations, no effect is given to the participating securities because they do not share in the losses of the Company. In addition, the calculation does not include the effect of assumed conversion of the Series A Preferred Stock for the three or six months ended June 30, 2020, because the effect would have been anti-dilutive.
Note 5—Finance Receivables and Obligations Collateralized by Finance Receivables
AFC sells 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 June 30, 2020.
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 June 30, 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.
 
June 30, 2020
 
Net Credit Losses
Three Months Ended
June 30, 2020
 
Net Credit Losses
Six Months Ended
June 30, 2020
 
Total Amount of:
 
 
(in millions)
Receivables
 
Receivables
Delinquent
 
 
Floorplan receivables
$
1,532.4

 
$
19.0

 
$
22.0

 
$
33.9

Other loans
15.9

 

 

 

Total receivables managed
$
1,548.3

 
$
19.0

 
$
22.0

 
$
33.9


 
December 31, 2019
 
Net Credit Losses
Three Months Ended
June 30, 2019
 
Net Credit Losses
Six Months Ended
June 30, 2019
 
Total Amount of:
 
 
(in millions)
Receivables
 
Receivables
Delinquent
 
 
Floorplan receivables
$
2,099.4

 
$
28.8

 
$
8.2

 
$
16.1

Other loans
15.8

 

 

 

Total receivables managed
$
2,115.2

 
$
28.8

 
$
8.2

 
$
16.1




15

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

The following is a summary of the changes in the allowance for credit losses related to finance receivables (in millions):
 
June 30,
2020
 
June 30,
2019
Allowance for Credit Losses
 
 
 
Balance at December 31
$
15.0

 
$
14.0

Opening balance adjustment for adoption of ASC Topic 326
5.0

 

Provision for credit losses
35.9

 
16.6

Recoveries
5.0

 
4.1

Less charge-offs
(38.9
)
 
(20.2
)
Balance at June 30
$
22.0

 
$
14.5


As of June 30, 2020 and December 31, 2019, $1,475.4 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 agreements. Obligations collateralized by finance receivables consisted of the following:
 
June 30,
2020
 
December 31,
2019
Obligations collateralized by finance receivables, gross
$
747.6

 
$
1,474.4

Unamortized securitization issuance costs
(11.7
)
 
(13.2
)
Obligations collateralized by finance receivables
$
735.9

 
$
1,461.2


Proceeds from the revolving sale of receivables to the bank facilities are used to fund new loans to customers. AFC, AFC Funding Corporation and AFCI must maintain certain financial covenants including, among others, limits on the amount of debt AFC and AFCI can incur, minimum levels of tangible net worth, and other covenants tied to the performance of the finance receivables portfolio. The securitization agreements also incorporate the financial covenants of our Credit Facility. At June 30, 2020, we were in compliance with the covenants in the securitization agreements.
Note 6—Goodwill and Other Intangible Assets
Goodwill consisted of the following at June 30, 2020 (in millions):
 
ADESA
Auctions
 
AFC
 
Total
Balance at December 31, 2019
$
1,558.0

 
$
263.7

 
$
1,821.7

Impairment
(25.5
)
 

 
(25.5
)
Other
(5.3
)
 

 
(5.3
)
Balance at June 30, 2020
$
1,527.2

 
$
263.7

 
$
1,790.9



Goodwill represents the excess cost over fair value of identifiable net assets of businesses acquired. The Company tests goodwill and tradenames for impairment at the reporting unit level annually in the second quarter, or more frequently as impairment indicators arise. In light of the impact that the COVID-19 pandemic has had on the economy, forecasts for all reporting units were revised. These circumstances contributed to lower sales, operating profits and cash flows at ADESA Remarketing Limited through the first part of 2020 as compared to 2019, and the outlook for the business was significantly reduced. This analysis resulted in the impairment of the goodwill balance totaling $25.5 million in our ADESA Remarketing Limited reporting unit and a non-cash goodwill impairment charge was recorded for this amount in the second quarter of 2020. The fair value of that reporting unit was estimated using the expected present value of future cash flows.


16

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

In addition, in the second quarter of 2020, a non-cash customer relationship impairment charge of approximately $4.3 million was also recorded in the ADESA Remarketing Limited reporting unit, representing the impairment in the value of this reporting unit’s customer relationships. The fair value of the customer relationships was estimated using the expected present value of future cash flows.

Goodwill and tradenames were tested for impairment in all of the Company's reporting units in the second quarter of 2020 and no impairment was identified, other than the impairments previously discussed in the ADESA Remarketing Limited reporting unit. Future events and changing market conditions, including the impact of COVID-19, may require us to re-evaluate the estimates used in our fair value measurements, which could result in additional impairment of goodwill and other intangible assets in future periods and could have a material effect on our operating results.
Note 7—Long-Term Debt
Long-term debt consisted of the following (in millions):
 
Interest Rate*
 
Maturity
 
June 30,
2020
 
December 31,
2019
Term Loan B-6
Adjusted LIBOR
 
+ 2.25%
 
September 19, 2026
 
$
942.9

 
$
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
 
17.4

 
19.3

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

 

Total debt
 
 
 
 
 
 
1,910.3

 
1,916.9

Unamortized debt issuance costs/discounts
 
 
 
 
 
(26.5
)
 
(26.8
)
Current portion of long-term debt
 
 
 
 
 
 
(26.9
)
 
(28.8
)
Long-term debt
 
 
 
 
 
 
$
1,856.9

 
$
1,861.3


*The interest rates presented in the table above represent the rates in place at June 30, 2020.
Credit Facilities
On May 29, 2020, we entered into the Fourth Amendment Agreement (the "Fourth Amendment") to the Credit Agreement. The Fourth Amendment (1) provides a financial covenant “holiday” through and including June 30, 2021; (2) for purposes of determining compliance with the financial covenant for the fiscal quarters ending September 30, 2021 and December 31, 2021, permits the Consolidated EBITDA (earnings before interest expense, income taxes, depreciation and amortization) for the applicable test period to be calculated on an annualized basis, excluding results prior to April 1, 2021; (3) establishes a monthly minimum liquidity covenant of $225.0 million through and including September 30, 2021; and (4) effectively places certain limitations on the ability to make certain investments, junior debt repayments, acquisitions and restricted payments and to incur additional secured indebtedness until October 1, 2021.
On September 19, 2019, we entered into the Third Amendment Agreement (the "Third Amendment") to the Credit Agreement. The Third Amendment provided for, among other things, (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 2.50% at June 30, 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

17

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

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. Other than during the financial covenant "holiday" provided by the Fourth Amendment, 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 June 30, 2020.
There were no borrowings on the Revolving Credit Facility at June 30, 2020 and December 31, 2019. In addition, we had related outstanding letters of credit in the aggregate amount of $25.0 million and $27.4 million at June 30, 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 $33.7 million (€30 million). The lines of credit had an aggregate $17.4 million of borrowings outstanding at June 30, 2020. The lines of credit are secured by certain inventory and receivables at COTW subsidiaries.

Fair Value of Debt
As of June 30, 2020, the estimated fair value of our long-term debt amounted to $1,845.4 million. The estimates of fair value were based on broker-dealer quotes for our debt as of June 30, 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 8—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 and six months ended June 30, 2020, the Company recorded an unrealized loss on the interest rate swaps of $3.6 million, net of tax of $1.1 million, and $22.6 million, net of tax of $7.3 million, respectively. 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 (loss) for the six months ended June 30, 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):

18

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

 
 
Liability Derivatives
 
 
June 30, 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
 
$
29.9

 
N/A
 
N/A

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 June 30,
 
Six Months Ended June 30,
 
 
 
2020
 
2019
 
2020
 
2019
Derivatives Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
2020 Interest rate swaps
 
Interest expense
 
$

 
N/A

 
$

 
N/A

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

 
$
(0.4
)
 
N/A

 
$
(0.9
)

Note 9—Convertible Preferred Stock
In June 2020, KAR completed the issuance and sale of an aggregate of 550,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in two closings at a purchase price of $1,000 per share (for the second closing, plus accumulated dividends from and including the first closing date to but excluding June 29, 2020) for an aggregate purchase price of approximately $550 million to an affiliate of Ignition Parent LP (“Apax”) and an affiliate of Periphas Capital GP, LLC (“Periphas”).

The Company has authorized 1,500,000 shares of Series A Preferred Stock. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has a liquidation preference of $1,000 per share. The holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7% per annum, payable quarterly in arrears. Dividends are payable in kind through the issuance of additional shares of Series A Preferred Stock for the first eight dividend payments, and thereafter, in cash or in kind, or in any combination of both, at the option of the Company. As of June 30, 2020, the Series A Preferred Stock had accumulated dividends in kind of $2.1 million, which have not been declared. The holders of the Series A Preferred Stock are also entitled to participate in dividends declared or paid on our common stock on an as-converted basis.

The Series A Preferred Stock will be convertible at the option of the holders thereof at any time after one year into shares of common stock at a conversion price of $17.75 per share of Series A Preferred Stock and a conversion rate of 56.3380 shares of common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. At any time after three years, if the closing price of the common stock exceeds $31.0625 per share, as may be adjusted pursuant to the Certificate of Designations, for at least 20 trading days in any period of 30 consecutive trading days, at the election of the Company, all or any portion of the Series A Preferred Stock will be convertible into the relevant number of shares of common stock.

The holders of the Series A Preferred Stock are entitled to vote with the holders of the Company's common stock as a single class on all matters submitted to a vote of the holders of the Company's common stock.


19

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

At any time after six years, the Company may redeem some or all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (x) the liquidation preference thereof, plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 105% if the redemption occurs at any time after the six-year anniversary of June 10, 2020 (the "Initial Closing Date") and prior to the seven-year anniversary of the Initial Closing Date or (B) 100% if the redemption occurs after the seven-year anniversary of the Initial Closing Date.

Upon certain change of control events involving the Company, and subject to certain limitations set forth in the Certificate of Designations, each holder of the Series A Preferred Stock will either (i) receive such number of shares of common stock into which such holder is entitled to convert all or a portion of such holder’s shares of Series A Preferred Stock at the then current conversion price, (ii) receive, in respect of all or a portion of such holder’s shares of Series A Preferred Stock, the greater of (x) the amount per share of Series A Preferred Stock that such holder would have received had such holder, immediately prior to such change of control, converted such share of Series A Preferred Stock into common stock and (y) a purchase price per share of Series A Preferred Stock, payable in cash, equal to the product of (A) 105% multiplied by (B) the sum of the liquidation preference and accrued dividends with respect to such share of Series A Preferred Stock, or (iii) unless the consideration in such change of control event is payable entirely in cash, retain all or a portion of such holder’s shares of Series A Preferred Stock.

For so long as Apax or its affiliates beneficially own a certain percentage of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis, Apax will continue to have the right to appoint one individual to the board of directors. Additionally, so long as Apax or its affiliates beneficially own a certain percentage of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis, Apax will have the right to appoint one non-voting observer to the board of directors. Likewise, so long as Periphas beneficially owns a certain percentage of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis, Periphas will have the right to appoint one non-voting observer to the board of directors.

Apax is subject to certain standstill restrictions, until the later of three years and the date on which Apax no longer owns 25% of the shares of Series A Preferred Stock purchased in the Apax issuance on an as-converted basis. Periphas is also subject to certain standstill restrictions, until the later of three years and the date on which Periphas no longer owns 50% of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis. Subject to certain customary exceptions, Apax and Periphas are restricted from transferring the Series A Preferred Stock for one year.

Apax, its affiliates and Periphas have certain customary registration rights with respect to shares of the Series A Preferred Stock and the shares of the common stock held by it issued upon any future conversion of the Series A Preferred Stock.
Note 10—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.

20

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

Note 11—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following (in millions):
 
June 30,
2020
 
December 31,
2019
Foreign currency translation loss
$
(50.9
)
 
$
(31.0
)
Unrealized loss on interest rate derivatives, net of tax
(22.6
)
 

Accumulated other comprehensive loss
$
(73.5
)
 
$
(31.0
)


Note 12—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 reported as discontinued operations (see Note 2).
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 June 30, 2020 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
362.2

 
$
56.8

 
$

 
$
419.0

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
217.2

 
17.9

 

 
235.1

Selling, general and administrative
79.5

 
5.6

 
27.2

 
112.3

Depreciation and amortization          
38.2

 
2.6

 
5.7

 
46.5

  Goodwill and other intangibles impairment
29.8

 

 

 
29.8

Total operating expenses
364.7

 
26.1

 
32.9

 
423.7

Operating profit (loss)
(2.5
)
 
30.7

 
(32.9
)
 
(4.7
)
Interest expense
0.7

 
9.2

 
21.0

 
30.9

Other (income) expense, net
(1.3
)
 

 
2.6

 
1.3

Intercompany expense (income)

 
(0.1
)
 
0.1

 

Income (loss) from continuing operations before income taxes
(1.9
)
 
21.6

 
(56.6
)
 
(36.9
)
Income taxes
2.5

 
5.6

 
(12.7
)
 
(4.6
)
Net income (loss) from continuing operations
$
(4.4
)
 
$
16.0

 
$
(43.9
)
 
$
(32.3
)
Total assets
$
3,607.7

 
$
1,973.8

 
$
912.5

 
$
6,494.0


21

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

Financial information regarding our reportable segments is set forth below as of and for the three months ended June 30, 2019 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
632.4

 
$
86.7

 
$

 
$
719.1

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
392.9

 
24.5

 

 
417.4

Selling, general and administrative
121.9

 
6.4

 
34.9

 
163.2

Depreciation and amortization          
38.0

 
2.6

 
7.3

 
47.9

Total operating expenses
552.8

 
33.5

 
42.2

 
628.5

Operating profit (loss)
79.6

 
53.2

 
(42.2
)
 
90.6

Interest expense
1.0

 
16.2

 
38.4

 
55.6

Other (income) expense, net
(1.3
)
 
(0.1
)
 
0.3

 
(1.1
)
Intercompany expense (income)
7.6

 
(1.6
)
 
(6.0
)
 

Income (loss) from continuing operations before income taxes
72.3

 
38.7

 
(74.9
)
 
36.1

Income taxes
21.8

 
11.3

 
(24.4
)
 
8.7

Net income (loss) from continuing operations
$
50.5

 
$
27.4

 
$
(50.5
)
 
$
27.4

Total assets
$
3,717.0

 
$
2,495.1

 
$
165.7

 
$
6,377.8

Financial information regarding our reportable segments is set forth below as of and for the six months ended June 30, 2020 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
929.2

 
$
135.3

 
$

 
$
1,064.5

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
587.9

 
41.8

 

 
629.7

Selling, general and administrative
202.3

 
12.1

 
60.3

 
274.7

Depreciation and amortization          
77.3

 
5.3

 
11.6

 
94.2

  Goodwill and other intangibles impairment
29.8

 

 

 
29.8

Total operating expenses
897.3

 
59.2

 
71.9

 
1,028.4

Operating profit (loss)
31.9

 
76.1

 
(71.9
)
 
36.1

Interest expense
1.5

 
22.8

 
44.6

 
68.9

Other (income) expense, net
(1.3
)
 
(0.1
)
 
0.7

 
(0.7
)
Intercompany expense (income)
0.7

 
(0.9
)
 
0.2

 

Income (loss) from continuing operations before income taxes
31.0

 
54.3

 
(117.4
)
 
(32.1
)
Income taxes
11.3

 
13.7

 
(27.6
)
 
(2.6
)
Net income (loss) from continuing operations
$
19.7

 
$
40.6

 
$
(89.8
)
 
$
(29.5
)

22

KAR Auction Services, Inc.
Condensed Notes to Consolidated Financial Statements (Continued)
June 30, 2020 (Unaudited)

Financial information regarding our reportable segments is set forth below as of and for the six months ended June 30, 2019 (in millions):
 
ADESA
Auctions
 
AFC
 
Holding
Company
 
Consolidated
Operating revenues
$
1,232.1

 
$
176.6

 
$

 
$
1,408.7

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization)
763.6

 
47.7

 

 
811.3

Selling, general and administrative
248.5

 
13.6

 
76.3

 
338.4

Depreciation and amortization          
73.0

 
5.0

 
14.2

 
92.2

Total operating expenses
1,085.1

 
66.3

 
90.5

 
1,241.9

Operating profit (loss)
147.0

 
110.3

 
(90.5
)
 
166.8

Interest expense
1.7

 
33.3

 
77.1

 
112.1

Other (income) expense, net
(3.2
)
 
(0.2
)
 
0.2

 
(3.2
)
Intercompany expense (income)
17.9

 
(2.8
)
 
(15.1
)
 

Income (loss) from continuing operations before income taxes
130.6

 
80.0

 
(152.7
)
 
57.9

Income taxes
37.7

 
22.1

 
(44.6
)
 
15.2

Net income (loss) from continuing operations
$
92.9

 
$
57.9