Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K for the Year Ended December 31, 2020 HTML 1.75M
2: EX-10.1E Exhibit 10.1E - Technical Amendment HTML 37K
5: EX-10.30 Exhibit 10.30 - Form of Nq Stock Option Agreement HTML 52K
6: EX-10.37B Exhibit 10.37B - Assignment and Assumption HTML 36K
Agreement
3: EX-10.6 Exhibit 10.6 - Employment Agreement HTML 75K
4: EX-10.8 Exhibit 10.8 - Aip Summary of Terms 2021 HTML 39K
7: EX-21.1 Exhibit 21.1 - List of Subsidiaries HTML 44K
8: EX-23.1 Exhibit 23.1 - Consent of Independent Registered HTML 27K
Public Accounting Firm
9: EX-31.1 Exhibit 31.1 - CEO Sox 302 Certification HTML 30K
10: EX-31.2 Exhibit 31.2 - CFO Sox 302 Certification HTML 30K
11: EX-32.1 Exhibit 32.1 - CEO Sox 906 Certification HTML 27K
12: EX-32.2 Exhibit 32.2 - CFO Sox 906 Certification HTML 27K
19: R1 Document and Entity Information Cover HTML 91K
20: R2 Consolidated Statements of Income HTML 121K
21: R3 Consolidated Statements of Comprehensive Income HTML 48K
(Loss)
22: R4 Consolidated Balance Sheets HTML 163K
23: R5 Consolidated Statements of Stockholders' Equity HTML 99K
24: R6 Consolidated Statements of Cash Flows HTML 146K
25: R7 Organization and Other Matters HTML 40K
26: R8 Summary of Significant Accounting Policies HTML 93K
27: R9 Acquisitions HTML 38K
28: R10 IAA Separation and Discontinued Operations HTML 65K
29: R11 Stock and Stock-Based Compensation Plans HTML 95K
30: R12 Net Income (Loss) from Continuing Operations Per HTML 51K
Share
31: R13 Allowance for Credit Losses and Doubtful Accounts HTML 54K
32: R14 Finance Receivables and Obligations Collateralized HTML 64K
by Finance Receivables
33: R15 Goodwill and Other Intangible Assets HTML 80K
34: R16 Property and Equipment HTML 46K
35: R17 Self Insurance and Retained Loss Reserves HTML 40K
36: R18 Long-Term Debt HTML 63K
37: R19 Financial Instruments HTML 50K
38: R20 Convertible Preferred Stock HTML 36K
39: R21 Leases HTML 79K
40: R22 Income Taxes HTML 124K
41: R23 Employee Benefit Plans HTML 32K
42: R24 Commitments and Contingencies HTML 32K
43: R25 Accumulated Other Comprehensive Loss HTML 35K
44: R26 Segment Information HTML 133K
45: R27 Quarterly Financial Data (Unaudited) HTML 94K
46: R28 Summary of Significant Accounting Policies HTML 166K
(Policies)
47: R29 Summary of Significant Accounting Policies HTML 39K
(Tables)
48: R30 IAA Separation and Discontinued Operations HTML 66K
(Tables)
49: R31 Stock and Stock-Based Compensation Plans (Tables) HTML 96K
50: R32 Net Income (Loss) from Continuing Operations Per HTML 48K
Share (Tables)
51: R33 Allowance for Credit Losses and Doubtful Accounts HTML 57K
(Tables)
52: R34 Finance Receivables and Obligations Collateralized HTML 55K
by Finance Receivables (Tables)
53: R35 Goodwill and Other Intangible Assets (Tables) HTML 80K
54: R36 Property and Equipment (Tables) HTML 45K
55: R37 Self Insurance and Retained Loss Reserves (Tables) HTML 38K
56: R38 Long-Term Debt (Tables) HTML 57K
57: R39 Financial Instruments (Tables) HTML 44K
58: R40 Leases (Tables) HTML 83K
59: R41 Income Taxes (Tables) HTML 125K
60: R42 Accumulated Other Comprehensive Loss (Tables) HTML 34K
61: R43 Segment Information (Tables) HTML 128K
62: R44 Quarterly Financial Data (Unaudited) (Tables) HTML 94K
63: R45 Organization and Other Matters (Details) HTML 71K
64: R46 Summary of Significant Accounting Policies HTML 114K
(Details)
65: R47 Acquisitions (Details) HTML 74K
66: R48 IAA Separation and Discontinued Operations HTML 120K
(Details)
67: R49 Stock and Stock-Based Compensation Plan Summary HTML 49K
(Details)
68: R50 KAR Auction Services, Inc. Stock-Based HTML 94K
Compensation Plans (Details)
69: R51 Service and Exit Options (Details) HTML 96K
70: R52 Employee Stock Purchase Plan (Details) HTML 40K
71: R53 Share Repurchase Plan (Details) HTML 43K
72: R54 Net Income (Loss) from Continuing Operations Per HTML 76K
Share (Details)
73: R55 Allowance for Credit Losses and Doubtful Accounts HTML 39K
(Details)
74: R56 Allowance for Credit Losses and Doubtful Accounts HTML 34K
(Details 2)
75: R57 Finance Receivables and Obligations Collateralized HTML 85K
by Finance Receivables (Details)
76: R58 Goodwill and Other Intangible Assets (Details) HTML 53K
77: R59 Goodwill and Other Intangible Assets (Details 2) HTML 47K
78: R60 Goodwill and Other Intangible Assets (Details 3) HTML 67K
79: R61 Property and Equipment (Details) HTML 68K
80: R62 Self Insurance and Retained Loss Reserves HTML 46K
(Details)
81: R63 Long-Term Debt Summary and Future Principle HTML 85K
Payments (Details)
82: R64 Credit Facilities (Details) HTML 141K
83: R65 Senior Notes (Details) HTML 31K
84: R66 Other Debt (Details) HTML 47K
85: R67 Financial Instruments (Details) HTML 70K
86: R68 Financial Instruments (Details 2) HTML 41K
87: R69 Convertible Preferred Stock (Details) HTML 85K
88: R70 Components of Lease Expense (Details) HTML 36K
89: R71 Leases Supplemental Cash Flow Information Related HTML 40K
to Leases (Details)
90: R72 Leases Supplemental Balance Sheet Information HTML 65K
Related to Leases (Details)
91: R73 Leases Maturities of Lease Liabilities (Details) HTML 67K
92: R74 Leases Prior Year Leases Under ASC 840 (Details) HTML 27K
93: R75 Income Taxes (Details) HTML 170K
94: R76 Income Taxes (Details 2) HTML 32K
95: R77 Income Taxes (Details 3) HTML 48K
96: R78 Employee Benefit Plans (Details) HTML 34K
97: R79 Commitments and Contingencies (Details) HTML 29K
98: R80 Accumulated Other Comprehensive Loss (Details) HTML 36K
99: R81 Segment Information (Details) HTML 124K
100: R82 Segment Information (Details 2) HTML 47K
101: R83 Quarterly Financial Data (Unaudited) (Details) HTML 86K
103: XML IDEA XML File -- Filing Summary XML 184K
18: XML XBRL Instance -- kar-20201231_htm XML 3.42M
102: EXCEL IDEA Workbook of Financial Reports XLSX 153K
14: EX-101.CAL XBRL Calculations -- kar-20201231_cal XML 311K
15: EX-101.DEF XBRL Definitions -- kar-20201231_def XML 979K
16: EX-101.LAB XBRL Labels -- kar-20201231_lab XML 2.53M
17: EX-101.PRE XBRL Presentations -- kar-20201231_pre XML 1.58M
13: EX-101.SCH XBRL Schema -- kar-20201231 XSD 237K
104: JSON XBRL Instance as JSON Data -- MetaLinks 550± 806K
105: ZIP XBRL Zipped Folder -- 0001395942-21-000006-xbrl Zip 672K
This TECHNICAL AMENDMENT, dated as of May 28, 2020 (this “Agreement”), is entered into by and between KAR AUCTION SERVICES, INC., a Delaware corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
PRELIMINARY STATEMENTS
WHEREAS,
reference is made to the Amended and Restated Credit Agreement, dated as of March 11, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended hereby, the “Credit Agreement”; capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement), among the Borrower, the lenders and issuing banks party thereto from time to time and the Administrative Agent;
WHEREAS, pursuant to the final paragraph of Section 11.1 of the Existing Credit Agreement, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement any Loan Document
to cure any technical ambiguity, omission, mistake, defect or inconsistency; and
WHEREAS, in accordance with the final paragraph of Section 11.1 of the Existing Credit Agreement, the Borrower and the Administrative Agent have agreed to amend the Existing Credit Agreement to correct certain technical mistakes, defects or inconstancies as provided in Section 1 hereof on the Technical Amendment Effective Date (as defined below).
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendments to Existing Credit Agreement. Effective as of the Technical Amendment Effective Date, the Existing Credit Agreement shall be amended, in accordance with the final paragraph of Section 11.1 of the Existing Credit Agreement, as follows:
(a) Section
4.17(c)(v) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(v) the final maturity date of any Incremental Term Loans or Incremental Term Loan Commitments shall be no earlier than the Latest Maturity Date and the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans;”; and
(b) Section 8.3(aa) of the Existing Credit Agreement is hereby amended by deleting the phrase “Section 8.2(v)” and adding in lieu thereof the phrase “Section 8.2(w)”.
SECTION 2. Conditions to the Technical Amendment Effective Date. This Agreement shall become effective upon
execution by the Administrative Agent and the Borrower without any further action or consent of any other party to any Loan Document (the date such condition is satisfied, the “Technical Amendment Effective Date”).
SECTION 3. Reference to and Effect on the Loan Documents.
(a) On and after the Technical Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the other Loan Documents to “the Credit
Agreement”,
“thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Credit Agreement.
(b) The Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement.
(c) The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents or constitute a waiver or amendment of any provision of any of the Loan Documents. This Agreement
shall not constitute a novation of the Existing Credit Agreement or any other Loan Document.
(d) The Borrower and the other parties hereto acknowledge and agree that, on and after the Technical Amendment Effective Date, this Agreement shall constitute a Loan Document for all purposes of the Credit Agreement.
(e) The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Agreement.
SECTION 4. Counterparts. This Agreement (including all consents and authorizations relating hereto) may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement (or any consent or authorization relating hereto) by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto. The words “execution,”“signed,”“signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[signature pages follow]
2
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.