Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 29, 2019 | Oct. 31, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | IAA, Inc. | |
Entity Central Index Key | 0001745041 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 29, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 133,513,165 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jul. 01, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Operating revenues | ||||||
Revenues | $ 357.3 | $ 321.1 | $ 1,080.9 | $ 991.6 | ||
Operating expenses: | ||||||
Cost of services (exclusive of depreciation and amortization) | 221.3 | 202.5 | 667.4 | 610.3 | ||
Selling, general and administrative | 38.9 | 31.7 | 106.2 | 95.6 | ||
Depreciation and amortization | 22.1 | 24.3 | 66 | 73.1 | ||
Total operating expenses | 282.3 | 258.5 | 839.6 | 779 | ||
Operating profit | 75 | 62.6 | 241.3 | 212.6 | ||
Interest expense | 17.5 | 9.6 | 39.1 | 28.9 | ||
Other income, net | 0 | 0 | (0.1) | (0.8) | ||
Income before income taxes | 57.5 | 53 | 202.3 | 184.5 | ||
Income taxes | 15.7 | 14 | 54.7 | 47.4 | ||
Net income | $ 41.8 | $ 41.8 | $ 39 | $ 39 | $ 147.6 | $ 137.1 |
Net income per share | ||||||
Basic (in dollars per share) | $ 0.31 | $ 0.29 | $ 1.11 | $ 1.03 | ||
Diluted (in dollars per share) | $ 0.31 | $ 0.29 | $ 1.10 | $ 1.02 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 41.8 | $ 39 | $ 147.6 | $ 137.1 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | (1.8) | 8 | (4.5) | 3.8 |
Comprehensive income | $ 40 | $ 47 | $ 143.1 | $ 140.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 29, 2019 | Dec. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 49.8 | $ 60 |
Trade receivables, net of allowances of $4.4 and $3.3 | 298.8 | 311 |
Finance receivables, net of allowances of $14.3 and $14.0 | 46.8 | 48.5 |
Other current assets | 31.2 | 34 |
Total current assets | 426.6 | 453.5 |
Other assets | ||
Operating lease right-of-use assets, net of accumulated amortization of $54.2 and $0.0 | 704.8 | |
Goodwill | 547.6 | 530.2 |
Customer relationships, net of accumulated amortization of $306.5 and $286.7 | 55.6 | 74.8 |
Other intangible assets, net of accumulated amortization of $162.0 and $148.2 | 87.4 | 86.1 |
Other assets | 13.4 | 10.4 |
Total other assets | 1,408.8 | 701.5 |
Property and equipment, net of accumulated depreciation of $364.0 and $389.2 | 244.5 | 345.2 |
Total assets | 2,079.9 | 1,500.2 |
Current liabilities | ||
Accounts payable | 76.8 | 129 |
Short-term right-of-use operating lease liability | 58.9 | |
Accrued employee benefits and compensation expenses | 29.5 | 29.6 |
Current maturities of long-term debt | 8 | 456.6 |
Income taxes payable | 1.6 | 2.2 |
Accrued interest | 18.6 | 0 |
Other accrued expenses | 51.5 | 53.6 |
Total current liabilities | 244.9 | 671 |
Non-current liabilities | ||
Long-term debt | 1,267.7 | 0 |
Long-term right-of-use operating lease liability | 681.3 | |
Deferred income tax liabilities | 63.2 | 63.1 |
Deferred rent | 186.8 | |
Other liabilities | 9.7 | 16.1 |
Total non-current liabilities | 2,021.9 | 266 |
Commitments and contingencies | ||
Stockholders' (deficit) equity | ||
Preferred stock, $0.01 par value: 150.0 shares authorized; 0 shares issued and outstanding as of September 29, 2019 | 0 | 0 |
Common stock, $0.01 par value: 750.0 shares authorized;133.5 shares issued and outstanding as of September 29, 2019 | 1.3 | 0 |
Additional paid-in capital | 2 | 0 |
Accumulated deficit | (172.7) | 0 |
Accumulated other comprehensive loss | (17.5) | (13) |
Net Parent Investment | 0 | 576.2 |
Total stockholders' (deficit) equity | (186.9) | 563.2 |
Total liabilities and stockholders' (deficit) equity | $ 2,079.9 | $ 1,500.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 29, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances | $ 4.4 | $ 3.3 |
Accumulated amortization, operating lease right-of-use assets | 54.2 | |
Customer relationships, accumulated amortization | 306.5 | 286.7 |
Other intangible assets, accumulated amortization | 162 | 148.2 |
Property and equipment, accumulated depreciation | $ 364 | $ 389.2 |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, authorized shares (in shares) | 150,000,000 | |
Preferred stock, issued shares (in shares) | 0 | |
Preferred stock, outstanding shares (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, authorized shares (in shares) | 750,000,000 | |
Common stock, issued shares (in shares) | 133,500,000 | |
Common stock, outstanding shares (in shares) | 133,500,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Net Parent Investment | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2017 | $ 571.3 | $ 0 | $ 0 | $ 0 | $ 582.6 | $ (11.3) |
Balance (in shares) at Dec. 31, 2017 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 137.1 | 137.1 | ||||
Foreign currency translation adjustments, net of tax | 3.8 | 3.8 | ||||
Share-based compensation expense | 2.8 | 2.8 | ||||
Net transfer to Parent and affiliates | (176.2) | (176.2) | ||||
Balance at Sep. 30, 2018 | 535.8 | $ 0 | 0 | 0 | 543.3 | (7.5) |
Balance (in shares) at Sep. 30, 2018 | 0 | |||||
Balance at Jul. 01, 2018 | 548.8 | $ 0 | 0 | 0 | 564.3 | (15.5) |
Balance (in shares) at Jul. 01, 2018 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 39 | |||||
Foreign currency translation adjustments, net of tax | 8 | |||||
Balance at Sep. 30, 2018 | 535.8 | $ 0 | 0 | 0 | 543.3 | (7.5) |
Balance (in shares) at Sep. 30, 2018 | 0 | |||||
Balance at Dec. 30, 2018 | 563.2 | $ 0 | 0 | 0 | 576.2 | (13) |
Balance (in shares) at Dec. 30, 2018 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 147.6 | 41.8 | 105.8 | |||
Foreign currency translation adjustments, net of tax | (4.5) | (4.5) | ||||
Share-based compensation expense | 3.3 | 1.4 | 1.9 | |||
Exercise of Stock Options | 0.7 | $ 0.7 | ||||
Exercise of Stock Options (in shares) | 0.1 | |||||
Withholding taxes withheld on share based awards | (0.1) | $ (0.1) | ||||
Reclassification of net parent investment to common stock and additional paid-in capital | 0 | $ 1.3 | (214.5) | 213.2 | ||
Reclassification of net parent investment to common stock and additional paid-in capital (in shares) | 133.4 | |||||
Dividend Paid to KAR | (1,278) | (1,278) | ||||
Net transfer to Parent and affiliates | 379.8 | 379.8 | ||||
Balance at Sep. 29, 2019 | $ (186.9) | $ 1.3 | 2 | (172.7) | 0 | (17.5) |
Balance (in shares) at Sep. 29, 2019 | 133.5 | 133.5 | ||||
Balance at Jun. 30, 2019 | $ (228.9) | $ 1.3 | 0 | (214.5) | 0 | (15.7) |
Balance (in shares) at Jun. 30, 2019 | 133.4 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 41.8 | |||||
Foreign currency translation adjustments, net of tax | (1.8) | |||||
Balance at Sep. 29, 2019 | $ (186.9) | $ 1.3 | $ 2 | $ (172.7) | $ 0 | $ (17.5) |
Balance (in shares) at Sep. 29, 2019 | 133.5 | 133.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 29, 2019 | Sep. 30, 2018 | |
Operating activities | ||
Net income | $ 147.6 | $ 137.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 66 | 73.1 |
Amortization of debt issuance costs | 1.1 | 0 |
Non-cash right of use amortization | 86.7 | |
Stock-based compensation | 3.2 | 2.8 |
Deferred rent | 0 | 1.8 |
Provision for credit losses | 2 | 2.1 |
Deferred income taxes | 0.2 | (2.2) |
Gain on disposal of fixed assets | 0 | (0.5) |
Operating lease payments | (94.5) | |
Changes in operating assets and liabilities: | ||
Trade receivables and other assets | 11.5 | 20.9 |
Accounts payable and accrued expenses | 25.8 | 6.7 |
Net cash provided by operating activities | 249.6 | 241.8 |
Investing activities | ||
Acquisition of businesses (net of cash acquired) | (16.8) | 0 |
Purchases of property, equipment and computer software | (56.4) | (38.4) |
Proceeds from the sale of property and equipment | 0.1 | 0.5 |
Net cash used by investing activities | (73.1) | (37.9) |
Financing activities | ||
Proceeds from debt issuance | 1,300 | 0 |
Dividend paid to KAR | (1,278) | 0 |
Net cash transfers to Parent and affiliates | (117.7) | (176.2) |
Issuance of common stock under stock plans | 0.7 | 0 |
Tax withholding payments for vested RSUs | (0.1) | 0 |
Deferred financing costs | (25.2) | 0 |
Payments on finance leases | (10.9) | (12.5) |
Net (decrease) increase in book overdrafts | (51.4) | 5.8 |
Net cash used by financing activities | (182.6) | (182.9) |
Effect of exchange rate changes on cash | (4.1) | (0.3) |
Net (decrease) increase in cash and cash equivalents | (10.2) | 20.7 |
Cash and cash equivalents at beginning of period | 60 | 33.1 |
Cash and cash equivalents at end of period | 49.8 | 53.8 |
Cash paid for interest | 0.3 | 0.8 |
Cash paid for taxes, net of refunds | $ 57.7 | $ 49.4 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Description of Business IAA, Inc., together with its subsidiaries (collectively referred to herein as “IAA”, "we," "us," "our" and "the Company") is a leading provider of auction solutions for total loss, damaged and low-value vehicles in North America and is also a provider of auction services in the United Kingdom. We operate in one reportable segment. We facilitate the sale of total loss, damaged and low-value vehicles for a full spectrum of sellers. Our solutions, which are focused on a diverse set of global customers, provide buyers with the vehicles they need to, among other things, fulfill their vehicle rebuild requirements, replacement part inventory or scrap demand. Fees for our solutions are earned from both sellers and buyers of vehicles. In return for agreed-upon fees, vehicles are sold on behalf of our sellers, who continue to own the vehicle until it is sold to buyers through our marketplaces. Over 80% of volume that passes through our marketplaces is associated with insurance total loss vehicles, including vehicles from catastrophic events like hurricanes, floods and hail damage, and the remaining volume is associated with noninsurance customers such as dealerships, rental car companies, fleet lease companies, charitable organizations and the general public. At September 29, 2019, properties utilized by IAA included 182 salvage vehicle auction facilities in the United States and Canada, most of which are leased. The IAA North American properties are used primarily for auction and storage purposes consisting on average of approximately 30 acres of land per site. IAA also includes HBC Vehicle Services Limited, which operated 14 locations in the United Kingdom at September 29, 2019. Separation and Distribution On February 27, 2018, KAR Auction Services, Inc. (“KAR” or “Parent”), a Delaware corporation, announced a plan to pursue the separation and spin-off (the “Separation”) of its salvage auction business into a separate public company, IAA Spinco Inc. IAA Spinco Inc. was incorporated in Delaware on June 19, 2018 and was renamed IAA, Inc. on June 27, 2019. On June 28, 2019 (the "Separation Date"), KAR completed the distribution of 100% of the issued and outstanding shares of common stock of IAA to the holders of record of KAR's common stock on June 18, 2019, on a pro rata basis (the "Distribution"). On the Separation Date, each KAR common stockholder of record received one share of IAA common stock for every one share of KAR common stock held by such stockholder as of the record date. As a result of the Distribution, KAR does not retain any ownership interest in IAA. The Distribution was made pursuant to the Separation and Distribution Agreement, dated June 27, 2019 (the "Separation and Distribution Agreement"), pursuant to which KAR contributed the subsidiaries that operated the salvage auction business to IAA. The Distribution is expected to be a tax-free transaction under provisions of the Internal Revenue Code. Following the Distribution, IAA became an independent publicly-traded company and is listed on the New York Stock Exchange under the symbol “IAA.” In connection with the Separation, on the Separation Date, we paid a dividend to KAR of $1,278.0 million , which included $456.6 million to settle intercompany debt and $40.9 million for certain fixed assets transferred to us by KAR on the Separation Date. We also paid KAR $117.8 million on the Separation Date to settle other intercompany accounts in connection with the Separation. In connection with the Separation, we also entered into a non-compete and various other ancillary agreements to effect the Separation and provide a framework for our relationship with KAR after the Separation, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provide for the allocation of assets, employees, liabilities and obligations attributable to periods prior to, at and after our Separation from KAR and govern certain relationships between us and KAR after the Separation. For further information regarding these agreements, see Note 2 - Relationship with KAR and Related Entities. Basis of Presentation Throughout the periods covered by these unaudited consolidated financial statements and until the Separation Date, we operated as a separate reportable segment within KAR and, since the Separation Date, we have operated independently from KAR. The accompanying unaudited consolidated financial statements and condensed notes related thereto have been prepared from KAR’s historical accounting records and are presented on a stand-alone basis as if IAA's operations had been conducted independently from KAR for all periods prior to the Separation Date. Accordingly, prior to the Separation Date, KAR’s net investment in these operations (Net Parent Investment) was shown in lieu of stockholder’s (deficit) equity in the unaudited consolidated financial statements. Our historical results of operations, financial position and cash flows presented in the unaudited consolidated financial statements may not be indicative of what they would have been had we actually been a separate stand-alone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position and cash flows. IAA is comprised of certain stand-alone legal entities for which discrete financial information is available. The unaudited consolidated statements of income include all revenues and costs directly attributable to us, including costs for functions and services used by us. Prior to the Separation Date, certain shared costs were directly charged to us by KAR based on specific identification or other allocation methods. Our results of operations prior to the Separation Date also include allocations of costs for administrative functions and services performed on behalf of us by centralized staff groups within KAR. Current and deferred income taxes and related tax expense have been determined based on our stand-alone results by applying Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , to our operations in each country as if we were a separate taxpayer (i.e., following the separate return methodology). Allocation methodologies were applied to certain shared costs to allocate amounts to us as discussed further in Note 2 - Relationship with KAR and Related Entities. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the unaudited 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 unaudited consolidated financial statements and condensed notes thereto are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 30, 2018 included in our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission (the "SEC") on June 13, 2019. The consolidated balance sheet data as of December 30, 2018 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. IAA operates as one reportable segment. On June 27, 2019, the board of directors set our fiscal year to end on the last Sunday in December in each year, consisting of either 52 or 53 weeks. Each of 2018 and 2019 contain 52 weeks. 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, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. Recent Accounting Pronouncements Recently Issued and Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which replaces the existing lease guidance in Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (“ROU”) assets and corresponding lease liabilities on the balance sheet, with an exception for leases that meet the definition of a short-term lease. The new guidance continues to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We adopted Topic 842 in the first quarter of 2019 and, as permitted by ASU 2018-11, Leases (Topic 842): Targeted Improvements, we applied the new standard at the adoption date and recognized the cumulative-effect of initially applying the new standard as an increase of $ 1.1 million to the opening balance of retained earnings. The cumulative-effect adjustment related to the derecognition of existing fixed assets for which we were determined to be the accounting owner under Topic 840 and related liabilities associated with certain sale leaseback transactions in build-to-suit arrangements that did not qualify for sale accounting under Topic 840. Depreciation related to these fixed assets was recorded consistently with owned property and equipment in depreciation expense. In accordance with Topic 842, the lease agreements associated with the derecognized fixed assets and related liabilities generated ROU assets and lease liabilities that will be amortized to lease expense over the lease term. In addition, we recognized additional operating liabilities of approximately $684 million with related ROU assets of approximately $641 million based on the present value of the remaining minimum rental payments for existing operating leases. We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use assets,” “Short-term operating lease liabilities” and “Long-term operating lease liabilities” in our consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Other accrued expenses” and “Other liabilities” in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2018-15 will have on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-4, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by eliminating Step 2 (implied fair value measurement). Instead goodwill impairment would be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of ASU 2017-4 will have a material impact on the consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on its unaudited consolidated financial statements or disclosures. |
Relationship with KAR and Relat
Relationship with KAR and Related Entities | 9 Months Ended |
Sep. 29, 2019 | |
Related Party Transactions [Abstract] | |
Relationship with KAR and Related Entities | Relationship with KAR and Related Entities Historically, prior to the Separation Date, we were managed and operated in the normal course of business with other affiliates of KAR. Accordingly, certain shared costs have been allocated to us and reflected as expenses in the stand-alone unaudited consolidated financial statements. We consider the allocation methodologies used to be reasonable and appropriate reflections of historical expenses of KAR attributable to us for purposes of the stand-alone financial statements; however, the expenses reflected in the unaudited consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if we historically operated as a separate, stand-alone entity. In addition, the expenses reflected in these unaudited consolidated financial statements may not be indicative of expenses that will be incurred in the future by us. Transactions between KAR and us, with the exception of purchase transactions and reimbursements for payments made to third-party service providers by KAR on our behalf, are reflected in equity in the 2018 Consolidated Balance Sheets as “Net Parent Investment” and in the 2018 and 2019 Consolidated Statements of Cash Flows as a financing activity in “Net transfers to parent and affiliates.” Corporate Costs/Allocations These unaudited consolidated financial statements include corporate costs incurred by KAR for services that were provided to or on behalf of us. These costs consist of allocated cost pools and identifiable costs. Corporate costs were directly charged to, or allocated to, us using methods management believes are consistent and reasonable. Our identifiable costs were recorded based on dedicated employee assignments. The method for allocating corporate function costs to us was based on various proportionate formulas involving allocation factors. The methods for allocating corporate administration costs to us were based on revenue, headcount or the proportion of related expenses. However, the expenses reflected in these unaudited consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if we historically operated as a separate, stand-alone entity. All corporate charges and allocations have been deemed paid by us to KAR in the period in which the cost was recorded in the Consolidated Statements of Income. Allocated corporate costs included in selling, general and administrative expenses were $0.0 million and $2.9 million for the three months ended September 29, 2019 and September 30, 2018, respectively. For the nine months ended September 29, 2019 and September 30, 2018, allocated corporate costs included in selling, general and administrative expenses were $2.8 million and $7.6 million , respectively. The allocated corporate costs were associated with human resources, risk management, information technology and certain finance and other functions. Beginning in the third quarter of 2019, we are invoiced for services provided by KAR under the transition services agreement described below and, therefore, will no longer reflect these allocations in our Consolidated Statements of Income. Costs incurred related to the transition services agreement are recorded in selling, general, and administrative expenses. Cash Management and Financing KAR generally used a centralized approach to cash management and financing its operations, including the operations of IAA. Accordingly, none of KAR’s corporate cash and cash equivalents was allocated to IAA in the historical consolidated financial statements. Prior to the Separation Date, cash transferred daily, based on IAA’s balances, to centralized accounts maintained by KAR. As cash was disbursed or received by KAR, it was accounted for by IAA through the Net Parent Investment. Transactions with Other KAR Businesses Throughout the periods covered by these unaudited consolidated financial statements, we purchased goods and services from KAR’s other businesses. The cost of products and services obtained from these other businesses were $0.3 million and $0.6 million for the three months ended September 29, 2019 and September 30, 2018, respectively. For the nine months ended September 29, 2019 and September 30, 2018, the cost of products and services obtained from these other businesses was $0.8 million and $2.1 million , respectively. Non-Compete Agreement Pursuant to the Separation and Distribution Agreement, we agreed not to compete with KAR in certain non-salvage activities for a period of five years following the Separation Date in certain jurisdictions, subject to certain exceptions. We are expressly permitted to continue to conduct our salvage auction business as conducted immediately prior to the Separation Date. The exceptions also permit us to conduct certain non-salvage business, in some cases subject to a revenue sharing mechanic in the event such business exceeds specified volume limits or other thresholds. Transition Services Agreement Under the transition services agreement, KAR and its subsidiaries will provide, on an interim, transitional basis, various services to IAA for a period of up to two years from the Separation Date. The services to be provided will include information technology, accounts payable, payroll, and other financial functions and administrative services. From time to time, IAA may provide similar services to KAR under the transition services agreement. Tax Matters Agreement The tax matters agreement generally governs our and KAR’s respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation, the Distribution or certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes for any tax period ending on or before the Separation Date, as well as tax periods beginning after the date of the Distribution. In addition, the tax matters agreement imposes certain restrictions on us and our subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the Separation, the Distribution and certain related transactions. The tax matters agreement also provides special rules that allocate tax liabilities in the event the Separation, the Distribution, or certain related transactions fail to qualify as tax-free for U.S. federal income tax purposes. Employee Matters Agreement The employee matters agreement allocated liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters. The employee matters agreement governs certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company. The employee matters agreement provides that, unless otherwise specified, KAR will be responsible for liabilities associated with employees who are employed by KAR following the Separation, former employees whose last employment was with the KAR businesses and certain specified current and former corporate employees, and we are responsible for liabilities associated with employees who are employed by us following the Separation, former employees whose last employment was with our businesses and certain specified current and former corporate employees. |
Stock and Stock-Based Compensat
Stock and Stock-Based Compensation Plans | 9 Months Ended |
Sep. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans Equity Awards Granted by KAR and IAA Prior to the Separation, KAR issued equity awards from time to time to select employees and non-employee directors of IAA. All outstanding employee equity awards (stock options, restricted stock units and restricted stock) granted by KAR were granted prior to the Separation Date. We recognized stock-based compensation expense associated with these awards in net income based on the fair value of the awards on the date of grant. Under KAR’s long-term incentive plans, KAR common stock and restricted stock was made available for grant, at the discretion of the Compensation Committee of KAR’s Board of Directors or KAR’s Board of Directors, to non-employee directors, executive officers and key employees of IAA in the form of stock options, performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“RSUs”). Subsequent to the Separation, IAA created its own equity plan— the 2019 Omnibus Stock and Incentive Plan (as amended, the "2019 OSIP"), as described below under 2019 Omnibus Stock and Incentive Plan. The following table summarizes our stock-based compensation expense by type of award granted under both the KAR and IAA plans (in millions) : Three Months Ended Nine Months Ended September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 PRSUs $ 0.3 $ 0.4 $ 0.7 $ 0.9 RSUs 1.0 0.6 2.5 1.9 Total stock-based compensation expense $ 1.3 $ 1.0 $ 3.2 $ 2.8 The employee matters agreement required that the outstanding KAR equity awards held by IAA employees and non-employee directors be converted into adjusted awards of IAA pursuant to the 2019 OSIP. The awards were adjusted based on the following principles: • For each award recipient, the intent was to maintain the economic value of those awards before and after the Separation Date; and • The terms of the equity awards, such as the vesting schedule, will generally continue unchanged, except that the performance criteria for certain PRSUs granted in 2019 will be subject to adjusted performance criteria. 2019 Omnibus Stock and Incentive Plan On June 27, 2019, our board of directors approved the 2019 OSIP. The purpose of the 2019 OSIP is to provide an additional incentive to selected management employees, directors, independent contractors, and consultants of the Company whose contributions are essential to the growth and success of our business, in order to strengthen the commitment of such persons, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability for us. Benefits granted under the 2019 OSIP may be granted in any one or a combination of (i) options to purchase IAA common stock; (ii) IAA share appreciation rights (“SARs”); (iii) restricted shares of IAA common stock; (vi) RSUs of IAA common stock; (vii) other IAA stock-based awards; or (viii) other cash-based awards. Options, restricted shares, RSUs, and other share-based awards or cash awards may constitute performance-based awards. The granting or vesting of any performance-based awards will be based on achievement of performance objectives that are based on one or more business criteria, with respect to one or more business units or IAA and its subsidiaries as a whole. Such business criteria may be adjusted to account for unusual or infrequently occurring items or changes in accounting. Participants include any employee, director, independent contractor or consultant of IAA or any affiliate of IAA selected to receive awards under the 2019 OSIP, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be. As of September 29, 2019, the number of common shares reserved and available for awards under the 2019 OSIP is 4,846,884 shares, subject to adjustment made in accordance with the 2019 OSIP. Upon the occurrence of certain corporate events that affect the common stock, including but not limited to extraordinary cash dividend, stock split, reorganization or other relevant changes in capitalization, appropriate adjustments may be made with respect to the number of shares available for grants under the 2019 OSIP, the number of shares covered by outstanding awards and the maximum number of shares that may be granted to any participant. The aggregate awards granted during any calendar year to any single individual will not exceed: (i) 1,000,000 shares subject to options or SARs, (ii) 500,000 shares subject to restricted shares or other share-based awards and (iii) $5,000,000 with respect to any cash-based award. A non-employee director of IAA may not be granted awards under the 2019 OSIP during any calendar year that, when aggregated with such non-employee director’s cash fees received with respect to such calendar year, exceed $750,000 in total value. Third Quarter Share Based Compensation Awards In the third quarter of 2019, the Company granted share-based awards to certain employees, and non-employee directors in accordance with the 2019 OSIP. Details on those grants were as follows: Stock Options During the third quarter of 2019, a total 189,237 stock options were granted to certain employees and had a grant date fair value of $13.76 per option. The fair value of each option was estimated on the grant date using the Black-Scholes Merton option pricing model. Assumptions included in that model were the following: stock price at date of grant of $46.97 ; 3 years graded vesting period; term of 10 years ; risk-free interest rate of 1.88% ; volatility of 26% based on peer public companies; expected life of 6 years ; and a dividend yield of 0% . Restricted Share Units During the third quarter of 2019, a total of 18,955 RSUs were granted. The RSUs have a three year vesting term, and a weighted average grant date fair value of $46.79 per share. Restricted Stock Awards During the third quarter of 2019, a total of 13,840 restricted stock awards were granted to non-employee directors. The restricted stock awards had a grant date fair value of $46.97 per share, and have a one year vesting term. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 29, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share was calculated by dividing net income by the weighted average number of outstanding common shares for the period. Diluted net income per share was calculated consistent with basic net income per share including the effect of dilutive unissued common shares related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income per share-diluted is determined through the application of the treasury stock method, whereby net proceeds received by the Company based on assumed exercises are hypothetically used to repurchase our common stock at the average market price during the period. Stock options that would have an anti-dilutive effect on net income per diluted share and PRSUs subject to performance conditions which have not yet been satisfied are excluded from the calculations. Approximately 0.1 million options were excluded from the calculation of diluted net income per share for each of the three and nine months ended September 29, 2019 and September 30, 2018 , as they would be anti-dilutive in nature. Approximately 0.3 million and 0.6 million PRSUs were excluded from the calculation of diluted net income per share for the three and nine months ended September 29, 2019 and September 30, 2018 , respectively. Total options outstanding at September 29, 2019 and September 30, 2018 were 1.0 million . Basic and dilutive net income per share was calculated by dividing net income by the weighted average number of outstanding common shares for the period. The following table sets forth the computation of net income per share (in millions except per share amounts): Three Months Ended Nine Months Ended September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Net income $ 41.8 $ 39.0 $ 147.6 $ 137.1 Weighted average common shares outstanding 133.5 133.5 133.3 133.3 Effect of dilutive stock awards 1.2 1.2 0.9 0.9 Weighted average common shares outstanding and potential common shares 134.7 134.7 134.2 134.2 Net income per share Basic $ 0.31 $ 0.29 $ 1.11 $ 1.03 Diluted $ 0.31 $ 0.29 $ 1.10 $ 1.02 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 29, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in millions) : September 29, 2019 December 30, 2018 Term Loan Facility $ 800.0 $ — Notes 500.0 — Other — 456.6 Total debt 1,300.0 456.6 Unamortized debt issuance costs (24.3 ) — Current maturities of long-term debt (8.0 ) (456.6 ) Long-term debt $ 1,267.7 $ — Credit Facility In connection with the Separation, on June 28, 2019, IAA, Inc. (formerly IAA Spinco Inc.), as borrower, entered into a credit agreement (the “Credit Agreement”), by and among IAA, the several banks and other financial institutions or entities from time to time party thereto as lenders, the issuing lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for, among other things: (i) a seven -year senior secured term loan facility in an aggregate principal amount of $800 million (the “Term Loan Facility”) and (ii) a five -year revolving credit facility in an aggregate principal amount of $225 million (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facility”). The Revolving Credit Facility also includes a $50 million sub-limit for issuance of letters of credit and a $50 million sublimit for swing line loans, which can be borrowed on same-day notice. The Term Loan Facility matures on June 28, 2026. We must make principal payments of $2 million each quarter, commencing on September 30, 2019 and continuing on the last day of each September, December, March and June thereafter. The Revolving Credit Facility matures on June 28, 2024. We may prepay the obligations under our Term Loan Facility and Revolving Credit Facility at any time without penalties. The obligations under the Credit Facility are subject to mandatory prepayments for certain debt offerings, asset sales and insurance recovery events, subject to customary exceptions and reinvestment rights. We used proceeds from the Term Loan Facility to finance the transactions relating to the Separation and Distribution related thereto. We used the remaining proceeds from the Term Loan Facility for IAA's ongoing working capital needs and general corporate purposes. The Revolving Credit Facility may be used for ongoing working capital needs and general corporate purposes. As of September 29, 2019, no amounts were outstanding under the Revolving Credit Facility. As set forth in the Credit Agreement, the Term Loan Facility accrues interest at an adjusted LIBOR rate plus 2.25% (or at IAA’s election, Base Rate (as defined in the Credit Agreement) plus 1.25% ). Loans under the Revolving Credit Facility will bear interest at an amount equal to the rate calculated based on the type of borrowing (either adjusted LIBOR or Base Rate) and our Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), 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. We will also pay a commitment fee between 25 to 35 basis points, payable quarterly, on the average daily unused amount of the Revolving Credit Facility based on our Consolidated Senior Secured Net Leverage Ratio, from time to time. The obligations of IAA, Inc. under the Credit Facility are guaranteed by certain domestic subsidiaries of IAA, Inc. (the “Subsidiary Guarantors”) and are secured by substantially all of the assets, subject to certain exceptions, of IAA, Inc. and the Subsidiary Guarantors, including but not limited to pledges of and first priority perfected security interests in 100% of the equity interests of the Subsidiary Guarantors and 65% of the equity interests of any Subsidiary Guarantors’ first tier foreign subsidiaries. The Credit Agreement contains affirmative and negative covenants that are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with our affiliates. The Credit Agreement also requires us to maintain a maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.50 to 1.00 as of each test date on which any Revolving Loans (as defined in the Credit Agreement) are outstanding. We were in compliance with the covenants in the Credit Agreement at September 29, 2019 . The Credit Agreement also includes customary events of default, including non-payment, cross-default and change of control, in each case, subject to customary grace periods. Notes In connection with the Separation, IAA, Inc. issued $500.0 million aggregate principal amount of 5.500% Senior Notes due 2027 (the “Notes”) on June 6, 2019 (the "Closing Date") in a private offering exempt from the registration requirements of the Securities Act. The Notes were issued pursuant to an indenture, dated as of the Closing Date (the “Indenture”), between IAA Inc. and U.S. Bank National Association, as trustee (the “Trustee”). We must pay interest on the Notes in cash on June 15 and December 15 of each year at a rate of 5.500% per annum, commencing on December 15, 2019. The Notes mature on June 15, 2027. We used the net proceeds from the Notes offering, together with borrowings under the Term Loan Facility, to make a cash distribution to KAR and to pay fees and expenses related to the Separation and Distribution. Under certain circumstances, the Indenture permits us to designate certain of our subsidiaries as unrestricted subsidiaries, which subsidiaries will not be subject to the covenants in the Indenture and will not guarantee the Notes. The Notes are the general unsecured senior obligations of IAA, Inc. and such obligations are guaranteed by the Subsidiary Guarantors. Each guarantee is the general unsecured senior obligation of each Subsidiary Guarantor. The Notes and the related guarantees rank equal in right of payment with all of IAA, Inc.'s and the Subsidiary Guarantors’ unsubordinated indebtedness. The Notes are structurally subordinated in right of payment to all indebtedness and other liabilities of our subsidiaries that will not be Subsidiary Guarantors and effectively junior in right of payment to all of our and the Guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness, including indebtedness under the Credit Facility. At any time and from time to time prior to June 15, 2022, we may, at our option, redeem the Notes in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption. Thereafter, we may, at our option, redeem the Notes in whole or in part at the prices set forth in the Indenture. In addition, at any time and from time to time prior to June 15, 2022, we may, at our option, at a redemption price of 105.5% of the principal amount of Notes redeemed, redeem up to 40% of the original aggregate principal amount of the Notes issued under the Indenture with the proceeds of certain equity offerings. In the event of a Change of Control Repurchase Event (as defined in the Indenture), unless we have previously or concurrently delivered a redemption notice with respect to all the outstanding Notes, we are required to make an offer to repurchase all of the Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date. If we sell assets outside the ordinary course of business and do not use the net proceeds for specified purposes under the Indenture, we may be required to use such net proceeds to make an offer to repurchase the Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture contains covenants which, among other things, limit our and our restricted subsidiaries’ ability to pay dividends on or make other distributions in respect of equity interests or make other restricted payments, make certain investments, incur liens on certain assets to secure debt, sell certain assets, consummate certain mergers or consolidations or sell all or substantially all assets, or designate subsidiaries as unrestricted. The Indenture also provides for customary events of default, including non-payment of principal, interest or premium, failure to comply with covenants, and certain bankruptcy or insolvency events. We were in compliance with the covenants in the Indenture at September 29, 2019 . Other At December 30, 2018 , our intercompany debt with KAR was $456.6 million . This debt was eliminated in the Separation. This debt was comprised of three promissory notes, payable on demand, with a weighted average interest rate of 8.27% . In addition, we had outstanding letters of credit in the aggregate amount of $7.0 million and $2.1 million at September 29, 2019 and December 30, 2018 , respectively, which reduce the amount available for borrowings under our Revolving Credit Facility. Fair Value of Debt As of September 29, 2019 , the estimated fair value of our long-term debt amounted to $1.34 billion . The estimates of fair value were based on broker-dealer quotes for our debt as of September 29, 2019 . The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. |
Leases
Leases | 9 Months Ended |
Sep. 29, 2019 | |
Leases [Abstract] | |
Leases | Leases We lease property, software, automobiles, trucks and trailers pursuant to operating lease agreements. We also lease furniture, fixtures and equipment under finance leases. Our leases have varying remaining lease terms with leases expiring through 2038, some of which include options to extend the leases. The components of lease expense were as follows ( in millions ): Three Months Ended Nine Months Ended Operating lease cost $ 30.6 $ 86.7 Finance lease cost: Amortization of right-of-use assets $ 4.1 $ 11.7 Interest on lease liabilities 0.3 0.8 Total finance lease cost $ 4.4 $ 12.5 Supplemental cash flow information related to leases was as follows ( in millions ): Three Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 39.8 $ 94.5 Operating cash flows related to finance leases $ 0.3 $ 0.8 Financing cash flows related to finance leases $ 2.6 $ 10.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 69.3 $ 118.3 Finance leases $ — $ — Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): September 29, Operating Leases Operating lease right-of-use assets $ 704.8 Other accrued expenses $ 58.9 Operating lease liabilities 681.3 Total operating lease liabilities $ 740.2 Finance Leases Property and equipment, gross $ 119.5 Accumulated depreciation (87.1 ) Property and equipment, net $ 32.4 Other accrued expenses $ 10.6 Other liabilities 7.5 Total finance lease liabilities $ 18.1 Weighted Average Remaining Lease Term (Years) Operating leases 11.96 Finance leases 1.14 Weighted Average Discount Rate Operating leases 6.0 % Finance leases 4.5 % Maturities of lease liabilities as of September 29, 2019 were as follows ( in millions ): Operating Leases Finance Leases 2019 (excluding the nine months ended September 29, 2019) $ 17.9 $ 2.8 2020 109.7 10.7 2021 97.9 5.2 2022 88.7 0.3 2023 81.6 — Thereafter 668.0 — Total lease payments 1,063.8 19.0 Less imputed interest (323.6 ) (0.9 ) Total $ 740.2 $ 18.1 As previously disclosed in our Registration Statement on Form 10 as filed with the SEC on June 13, 2019, maturities of lease liabilities under the accounting guidance effective at that date were as follows as of December 31, 2018: Operating Finance Leases 2019 $ 97.2 $ 15.2 2020 87.1 9.7 2021 81.1 4.4 2022 73.6 2023 64.4 Thereafter 526.9 Total lease payments 930.3 29.3 Less: Interest Portion of Finance Leases 1.5 Total $ 930.3 $ 27.8 |
Leases | Leases We lease property, software, automobiles, trucks and trailers pursuant to operating lease agreements. We also lease furniture, fixtures and equipment under finance leases. Our leases have varying remaining lease terms with leases expiring through 2038, some of which include options to extend the leases. The components of lease expense were as follows ( in millions ): Three Months Ended Nine Months Ended Operating lease cost $ 30.6 $ 86.7 Finance lease cost: Amortization of right-of-use assets $ 4.1 $ 11.7 Interest on lease liabilities 0.3 0.8 Total finance lease cost $ 4.4 $ 12.5 Supplemental cash flow information related to leases was as follows ( in millions ): Three Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 39.8 $ 94.5 Operating cash flows related to finance leases $ 0.3 $ 0.8 Financing cash flows related to finance leases $ 2.6 $ 10.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 69.3 $ 118.3 Finance leases $ — $ — Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): September 29, Operating Leases Operating lease right-of-use assets $ 704.8 Other accrued expenses $ 58.9 Operating lease liabilities 681.3 Total operating lease liabilities $ 740.2 Finance Leases Property and equipment, gross $ 119.5 Accumulated depreciation (87.1 ) Property and equipment, net $ 32.4 Other accrued expenses $ 10.6 Other liabilities 7.5 Total finance lease liabilities $ 18.1 Weighted Average Remaining Lease Term (Years) Operating leases 11.96 Finance leases 1.14 Weighted Average Discount Rate Operating leases 6.0 % Finance leases 4.5 % Maturities of lease liabilities as of September 29, 2019 were as follows ( in millions ): Operating Leases Finance Leases 2019 (excluding the nine months ended September 29, 2019) $ 17.9 $ 2.8 2020 109.7 10.7 2021 97.9 5.2 2022 88.7 0.3 2023 81.6 — Thereafter 668.0 — Total lease payments 1,063.8 19.0 Less imputed interest (323.6 ) (0.9 ) Total $ 740.2 $ 18.1 As previously disclosed in our Registration Statement on Form 10 as filed with the SEC on June 13, 2019, maturities of lease liabilities under the accounting guidance effective at that date were as follows as of December 31, 2018: Operating Finance Leases 2019 $ 97.2 $ 15.2 2020 87.1 9.7 2021 81.1 4.4 2022 73.6 2023 64.4 Thereafter 526.9 Total lease payments 930.3 29.3 Less: Interest Portion of Finance Leases 1.5 Total $ 930.3 $ 27.8 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 29, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are and may from time to time become 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. Management considers the likelihood of loss or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. We accrue an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss (or range of possible losses) can be reasonably estimated. Management regularly evaluates current information available to determine whether accrual amounts should be adjusted. Accruals for contingencies, including litigation and environmental matters, are included in “Other accrued expenses” at undiscounted amounts and exclude claims for recoveries from insurance or other third parties. These accruals are adjusted periodically as assessment and remediation efforts progress, or as additional technical or legal information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. Such matters are generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows. Legal fees are expensed as incurred. There has been no significant change in the legal and regulatory proceedings which were disclosed in our audited consolidated financial statements for the fiscal year ended December 30, 2018 . IAA—Lower Duwamish Waterway Since June 2004, IAA has operated a branch on property it leases in Tukwila, Washington just south of Seattle. The property is located adjacent to a Superfund site known as the Lower Duwamish Waterway Superfund Site ("LDW Site"). The LDW Site had been designated a Superfund site in 2001, three years prior to IAA’s tenancy. On March 25, 2008, the United States Environmental Protection Agency (the "EPA") issued IAA a General Notice of Potential Liability, or "General Notice," pursuant to Section 107(a), and a Request for Information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") related to the LDW Site. On November 7, 2012, the EPA issued IAA a Second General Notice of Potential Liability (the "Second General Notice") for the LDW Site. The EPA's website indicates that the EPA has issued general notice letters to approximately 116 entities, and has issued Section 104(e) Requests to more than 300 entities related to the LDW Site. In the General Notice and Second General Notice, the EPA informed IAA that the EPA believed IAA may be a Potentially Responsible Party ("PRP") but the EPA did not specify the factual basis for this assertion. At this time, the EPA still has not specified the factual basis for this assertion and has not demanded that IAA pay any funds or take any action apart from responding to the Section 104(e) Information Request. Four PRPs, The Boeing Company, the City of Seattle, the Port of Seattle and King County - the Lower Duwamish Waterway Group ("LDWG"), have funded a remedial investigation and feasibility study related to the cleanup of the LDW Site. In December 2014, the EPA issued a Record of Decision ("ROD"), detailing the final cleanup plan for the LDW Site. The ROD estimated the cost of cleanup to be $342 million , with the plan involving dredging of 105 acres, capping 24 acres, and enhanced natural recovery of 48 acres. The estimated length of the cleanup was 17 years , including 7 years of active remediation, and 10 years of monitored natural recovery. IAA is aware that certain authorities may bring natural resource damage claims against PRPs. On February 11, 2016, IAA received a Notice of Intent letter from the United States National Oceanic and Atmospheric Administration informing IAA that the Elliott Bay Trustee Council were beginning to conduct an injury assessment for natural resource damages in the LDW. The Notice of Intent indicated that the decision of the trustees to proceed with this natural resources injury assessment followed a pre-assessment screen performed by the trustees. Shortly thereafter, in a letter dated August 16, 2016, EPA issued a status update to the PRPs at the LDW Site. The letter stated that EPA expected the bulk of the pre-remedial design work currently being performed by the LDWG to be completed by the beginning of 2018, with the Remedial Design/Remedial Action ("RD/RA") phase to follow. The EPA previously anticipated that the pre-design work would be completed sometime during 2018, and the Company is not aware of any further information regarding that schedule. Accordingly, RD/RA negotiations with all PRPs may begin sometime later this year, or in 2020. At this time, the Company has not received any further notices from the EPA and does not have adequate information to determine IAA's responsibility, if any, for contamination at this site, or to estimate IAA's loss as a result of this potential liability. In addition, the Washington State Department of Ecology ("Ecology") is working with the EPA in relation to the LDW Site, primarily to investigate and address sources of potential contamination contributing to the LDW Site. In 2007, IAA installed a stormwater capture and filtration system designed to treat sources of potential contamination before discharge to the LDW Site. The immediate-past property owner, the former property owner and IAA have had discussions with Ecology concerning possible source control measures, including an investigation of the water and soils entering the stormwater system, an analysis of the source of contamination identified within the system, if any, and possible repairs and upgrades to the stormwater system if required. Additional source control measures, if any, are not expected to have a material adverse effect on future recurring operating costs. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 29, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information ASC 280, Segment Reporting , requires reporting of segment information that is consistent with the manner in which the chief operating decision maker operates and views the Company. Our operations are grouped into three operating segments: United States, Canada and United Kingdom. The operating segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results. We have one reportable business segment: United States. Canada and United Kingdom do not meet the criteria to be considered reportable segments but have been presented as “International” in the tables below to reconcile the amounts presented to consolidated totals. Financial information regarding our reportable segment is set forth below as of and for the three and nine months ended September 29, 2019 (in millions) : Three Months Ended September 29, 2019 Nine Months Ended September 29, 2019 United States International Total United States International Total Revenues $ 318.1 $ 39.2 $ 357.3 $ 952.9 $ 128.0 $ 1,080.9 Operating expenses: Cost of services (exclusive of depreciation and amortization) 193.4 27.9 221.3 578.3 89.1 667.4 Selling, general and administrative 36.5 2.4 38.9 97.2 9.0 106.2 Depreciation and amortization 20.5 1.6 22.1 61.0 5.0 66.0 Total operating expenses 250.4 31.9 282.3 736.5 103.1 839.6 Operating profit 67.7 7.3 75.0 216.4 24.9 241.3 Interest expense 17.5 — 17.5 39.1 — 39.1 Other expense, net — — — — (0.1 ) (0.1 ) Income before income taxes 50.2 7.3 57.5 177.3 25.0 202.3 Income taxes 13.7 2.0 15.7 47.7 7.0 54.7 Net income $ 36.5 $ 5.3 $ 41.8 $ 129.6 $ 18.0 $ 147.6 Total assets $ 1,886.9 $ 193.0 $ 2,079.9 $ 1,886.9 $ 193.0 $ 2,079.9 Financial information regarding our reportable segment is set forth below as of and for the three and nine months ended September 30, 2018 (in millions) : Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 United States International Total United States International Total Revenues $ 286.4 $ 34.7 $ 321.1 $ 889.9 $ 101.7 $ 991.6 Operating expenses: Cost of services (exclusive of depreciation and amortization) 178.2 24.3 202.5 543.0 67.3 610.3 Selling, general and administrative 28.8 2.9 31.7 86.7 8.9 95.6 Depreciation and amortization 22.6 1.7 24.3 68.0 5.1 73.1 Total operating expenses 229.6 28.9 258.5 697.7 81.3 779.0 Operating profit 56.8 5.8 62.6 192.2 20.4 212.6 Interest expense 9.6 — 9.6 28.9 — 28.9 Other expense, net — — — (0.8 ) — (0.8 ) Income before income taxes 47.2 5.8 53.0 164.1 20.4 184.5 Income taxes 12.5 1.5 14.0 41.9 5.5 47.4 Net income $ 34.7 $ 4.3 $ 39.0 $ 122.2 $ 14.9 $ 137.1 Total assets $ 1,276.1 $ 154.3 $ 1,430.4 $ 1,276.1 $ 154.3 $ 1,430.4 |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 29, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisition On July 31, 2019, we acquired Decision Dynamics, Inc. ("DDI"), a leading electronic lien and title technology firm located in Lexington, South Carolina. The purchase price for the transaction was approximately $17 million , and could increase by an additional $4.1 million over three years , contingent on certain terms, conditions and the achievement of various performance targets. Annual revenue for DDI was approximately $8.3 million in the twelve months prior to acquisition. The results of DDI, Inc. are included in the Company's financial statements from the time of acquisition, through the end of the quarter ended September 29, 2019. DDI's results of operations did not have a material impact on the Company's financial statements and related disclosures for the period ended September 29, 2019. The Company has recorded provisional amounts for the fair value of contingent consideration and the acquired assets and assumed liabilities associated with the transaction as the determination of their respective fair values has not been finalized. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 29, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 30, 2019, the Company repaid $12 million of its Term Loan Facility, consisting of $2 million required principal payment and a $10 million optional principal pre-payment. |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Policies) | 9 Months Ended |
Sep. 29, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Throughout the periods covered by these unaudited consolidated financial statements and until the Separation Date, we operated as a separate reportable segment within KAR and, since the Separation Date, we have operated independently from KAR. The accompanying unaudited consolidated financial statements and condensed notes related thereto have been prepared from KAR’s historical accounting records and are presented on a stand-alone basis as if IAA's operations had been conducted independently from KAR for all periods prior to the Separation Date. Accordingly, prior to the Separation Date, KAR’s net investment in these operations (Net Parent Investment) was shown in lieu of stockholder’s (deficit) equity in the unaudited consolidated financial statements. Our historical results of operations, financial position and cash flows presented in the unaudited consolidated financial statements may not be indicative of what they would have been had we actually been a separate stand-alone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position and cash flows. IAA is comprised of certain stand-alone legal entities for which discrete financial information is available. The unaudited consolidated statements of income include all revenues and costs directly attributable to us, including costs for functions and services used by us. Prior to the Separation Date, certain shared costs were directly charged to us by KAR based on specific identification or other allocation methods. Our results of operations prior to the Separation Date also include allocations of costs for administrative functions and services performed on behalf of us by centralized staff groups within KAR. Current and deferred income taxes and related tax expense have been determined based on our stand-alone results by applying Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes , to our operations in each country as if we were a separate taxpayer (i.e., following the separate return methodology). Allocation methodologies were applied to certain shared costs to allocate amounts to us as discussed further in Note 2 - Relationship with KAR and Related Entities. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the unaudited 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 unaudited consolidated financial statements and condensed notes thereto are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 30, 2018 included in our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission (the "SEC") on June 13, 2019. The consolidated balance sheet data as of December 30, 2018 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. IAA operates as one reportable segment. On June 27, 2019, the board of directors set our fiscal year to end on the last Sunday in December in each year, consisting of either 52 or 53 weeks. |
Use of Estimates | 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, additional allowances on accounts receivable and deferred tax assets and changes in litigation and other loss contingencies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued and Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which replaces the existing lease guidance in Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (“ROU”) assets and corresponding lease liabilities on the balance sheet, with an exception for leases that meet the definition of a short-term lease. The new guidance continues to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We adopted Topic 842 in the first quarter of 2019 and, as permitted by ASU 2018-11, Leases (Topic 842): Targeted Improvements, we applied the new standard at the adoption date and recognized the cumulative-effect of initially applying the new standard as an increase of $ 1.1 million to the opening balance of retained earnings. The cumulative-effect adjustment related to the derecognition of existing fixed assets for which we were determined to be the accounting owner under Topic 840 and related liabilities associated with certain sale leaseback transactions in build-to-suit arrangements that did not qualify for sale accounting under Topic 840. Depreciation related to these fixed assets was recorded consistently with owned property and equipment in depreciation expense. In accordance with Topic 842, the lease agreements associated with the derecognized fixed assets and related liabilities generated ROU assets and lease liabilities that will be amortized to lease expense over the lease term. In addition, we recognized additional operating liabilities of approximately $684 million with related ROU assets of approximately $641 million based on the present value of the remaining minimum rental payments for existing operating leases. We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use assets,” “Short-term operating lease liabilities” and “Long-term operating lease liabilities” in our consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Other accrued expenses” and “Other liabilities” in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2018-15 will have on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-4, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by eliminating Step 2 (implied fair value measurement). Instead goodwill impairment would be measured as the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. The new guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of ASU 2017-4 will have a material impact on the consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on its unaudited consolidated financial statements or disclosures. |
Stock and Stock-Based Compens_2
Stock and Stock-Based Compensation Plans (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense by type of award | The following table summarizes our stock-based compensation expense by type of award granted under both the KAR and IAA plans (in millions) : Three Months Ended Nine Months Ended September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 PRSUs $ 0.3 $ 0.4 $ 0.7 $ 0.9 RSUs 1.0 0.6 2.5 1.9 Total stock-based compensation expense $ 1.3 $ 1.0 $ 3.2 $ 2.8 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of computation of net income per share | The following table sets forth the computation of net income per share (in millions except per share amounts): Three Months Ended Nine Months Ended September 29, 2019 September 30, 2018 September 29, 2019 September 30, 2018 Net income $ 41.8 $ 39.0 $ 147.6 $ 137.1 Weighted average common shares outstanding 133.5 133.5 133.3 133.3 Effect of dilutive stock awards 1.2 1.2 0.9 0.9 Weighted average common shares outstanding and potential common shares 134.7 134.7 134.2 134.2 Net income per share Basic $ 0.31 $ 0.29 $ 1.11 $ 1.03 Diluted $ 0.31 $ 0.29 $ 1.10 $ 1.02 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in millions) : September 29, 2019 December 30, 2018 Term Loan Facility $ 800.0 $ — Notes 500.0 — Other — 456.6 Total debt 1,300.0 456.6 Unamortized debt issuance costs (24.3 ) — Current maturities of long-term debt (8.0 ) (456.6 ) Long-term debt $ 1,267.7 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense were as follows ( in millions ): Three Months Ended Nine Months Ended Operating lease cost $ 30.6 $ 86.7 Finance lease cost: Amortization of right-of-use assets $ 4.1 $ 11.7 Interest on lease liabilities 0.3 0.8 Total finance lease cost $ 4.4 $ 12.5 |
Supplemental cash flow and balance sheet information related to leases | Supplemental cash flow information related to leases was as follows ( in millions ): Three Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 39.8 $ 94.5 Operating cash flows related to finance leases $ 0.3 $ 0.8 Financing cash flows related to finance leases $ 2.6 $ 10.9 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 69.3 $ 118.3 Finance leases $ — $ — Supplemental balance sheet information related to leases was as follows ( in millions, except lease term and discount rate ): September 29, Operating Leases Operating lease right-of-use assets $ 704.8 Other accrued expenses $ 58.9 Operating lease liabilities 681.3 Total operating lease liabilities $ 740.2 Finance Leases Property and equipment, gross $ 119.5 Accumulated depreciation (87.1 ) Property and equipment, net $ 32.4 Other accrued expenses $ 10.6 Other liabilities 7.5 Total finance lease liabilities $ 18.1 Weighted Average Remaining Lease Term (Years) Operating leases 11.96 Finance leases 1.14 Weighted Average Discount Rate Operating leases 6.0 % Finance leases 4.5 % |
Maturities of lease liabilities, operating leases | Maturities of lease liabilities as of September 29, 2019 were as follows ( in millions ): Operating Leases Finance Leases 2019 (excluding the nine months ended September 29, 2019) $ 17.9 $ 2.8 2020 109.7 10.7 2021 97.9 5.2 2022 88.7 0.3 2023 81.6 — Thereafter 668.0 — Total lease payments 1,063.8 19.0 Less imputed interest (323.6 ) (0.9 ) Total $ 740.2 $ 18.1 |
Maturities of lease liabilities, finance leases | Maturities of lease liabilities as of September 29, 2019 were as follows ( in millions ): Operating Leases Finance Leases 2019 (excluding the nine months ended September 29, 2019) $ 17.9 $ 2.8 2020 109.7 10.7 2021 97.9 5.2 2022 88.7 0.3 2023 81.6 — Thereafter 668.0 — Total lease payments 1,063.8 19.0 Less imputed interest (323.6 ) (0.9 ) Total $ 740.2 $ 18.1 |
Maturities of lease liabilities, operating leases | As previously disclosed in our Registration Statement on Form 10 as filed with the SEC on June 13, 2019, maturities of lease liabilities under the accounting guidance effective at that date were as follows as of December 31, 2018: Operating Finance Leases 2019 $ 97.2 $ 15.2 2020 87.1 9.7 2021 81.1 4.4 2022 73.6 2023 64.4 Thereafter 526.9 Total lease payments 930.3 29.3 Less: Interest Portion of Finance Leases 1.5 Total $ 930.3 $ 27.8 |
Maturities of lease liabilities, finance leases | As previously disclosed in our Registration Statement on Form 10 as filed with the SEC on June 13, 2019, maturities of lease liabilities under the accounting guidance effective at that date were as follows as of December 31, 2018: Operating Finance Leases 2019 $ 97.2 $ 15.2 2020 87.1 9.7 2021 81.1 4.4 2022 73.6 2023 64.4 Thereafter 526.9 Total lease payments 930.3 29.3 Less: Interest Portion of Finance Leases 1.5 Total $ 930.3 $ 27.8 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 29, 2019 | |
Segment Reporting [Abstract] | |
Schedule of financial information regarding the entity's reportable segments | Financial information regarding our reportable segment is set forth below as of and for the three and nine months ended September 29, 2019 (in millions) : Three Months Ended September 29, 2019 Nine Months Ended September 29, 2019 United States International Total United States International Total Revenues $ 318.1 $ 39.2 $ 357.3 $ 952.9 $ 128.0 $ 1,080.9 Operating expenses: Cost of services (exclusive of depreciation and amortization) 193.4 27.9 221.3 578.3 89.1 667.4 Selling, general and administrative 36.5 2.4 38.9 97.2 9.0 106.2 Depreciation and amortization 20.5 1.6 22.1 61.0 5.0 66.0 Total operating expenses 250.4 31.9 282.3 736.5 103.1 839.6 Operating profit 67.7 7.3 75.0 216.4 24.9 241.3 Interest expense 17.5 — 17.5 39.1 — 39.1 Other expense, net — — — — (0.1 ) (0.1 ) Income before income taxes 50.2 7.3 57.5 177.3 25.0 202.3 Income taxes 13.7 2.0 15.7 47.7 7.0 54.7 Net income $ 36.5 $ 5.3 $ 41.8 $ 129.6 $ 18.0 $ 147.6 Total assets $ 1,886.9 $ 193.0 $ 2,079.9 $ 1,886.9 $ 193.0 $ 2,079.9 Financial information regarding our reportable segment is set forth below as of and for the three and nine months ended September 30, 2018 (in millions) : Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 United States International Total United States International Total Revenues $ 286.4 $ 34.7 $ 321.1 $ 889.9 $ 101.7 $ 991.6 Operating expenses: Cost of services (exclusive of depreciation and amortization) 178.2 24.3 202.5 543.0 67.3 610.3 Selling, general and administrative 28.8 2.9 31.7 86.7 8.9 95.6 Depreciation and amortization 22.6 1.7 24.3 68.0 5.1 73.1 Total operating expenses 229.6 28.9 258.5 697.7 81.3 779.0 Operating profit 56.8 5.8 62.6 192.2 20.4 212.6 Interest expense 9.6 — 9.6 28.9 — 28.9 Other expense, net — — — (0.8 ) — (0.8 ) Income before income taxes 47.2 5.8 53.0 164.1 20.4 184.5 Income taxes 12.5 1.5 14.0 41.9 5.5 47.4 Net income $ 34.7 $ 4.3 $ 39.0 $ 122.2 $ 14.9 $ 137.1 Total assets $ 1,276.1 $ 154.3 $ 1,430.4 $ 1,276.1 $ 154.3 $ 1,430.4 |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations - Narrative (Details) $ in Millions | Jun. 28, 2019USD ($)shares | Sep. 29, 2019USD ($)segmentfacility | Sep. 30, 2018USD ($) | Jun. 30, 2019alocation | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reportable segments | segment | 1 | |||||
Salvage vehicle auction facilities | facility | 182 | |||||
Acres of land per site | a | 30 | |||||
Number of locations | location | 14 | |||||
Issued and outstanding shares distributed to holders of record, percentage | 100.00% | |||||
Subsidiary common stock, conversion rate | shares | 1 | |||||
Parent common stock, conversion rate | shares | 1 | |||||
Dividend paid to KAR | $ 1,278 | $ 0 | ||||
Cumulative effect adjustment for adoption of new accounting standard | $ 1.1 | $ (3) | ||||
Operating lease liabilities | 740.2 | |||||
Operating lease right-of-use assets | $ 704.8 | |||||
Accounting Standards Update 2016-02 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect adjustment for adoption of new accounting standard | 1.1 | |||||
Operating lease liabilities | 684 | |||||
Operating lease right-of-use assets | $ 641 | |||||
Affiliated Entity | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Dividend paid to KAR | $ 1,278 | |||||
Payments to settle intercompany debt | 456.6 | |||||
Payments for certain fixed assets | 40.9 | |||||
Payments to settle other intercompany accounts | $ 117.8 |
Relationship with KAR and Rel_2
Relationship with KAR and Related Entities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Selling, general and administrative | $ 38.9 | $ 31.7 | $ 106.2 | $ 95.6 |
Cost of products and services obtained | 221.3 | 202.5 | $ 667.4 | 610.3 |
Non-compete period | 5 years | |||
Services period | 2 years | |||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Cost of products and services obtained | 0.3 | 0.6 | $ 0.8 | 2.1 |
Corporate | ||||
Related Party Transaction [Line Items] | ||||
Selling, general and administrative | $ 0 | $ 2.9 | $ 2.8 | $ 7.6 |
Stock and Stock-Based Compens_3
Stock and Stock-Based Compensation Plans - Summary of Stock-Based Compensation Expense by Type of Award (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Stock and Stock-Based Compensation Plans | ||||
Total stock-based compensation expense | $ 1.3 | $ 1 | $ 3.2 | $ 2.8 |
PRSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
Total stock-based compensation expense | 0.3 | 0.4 | 0.7 | 0.9 |
RSUs | ||||
Stock and Stock-Based Compensation Plans | ||||
Total stock-based compensation expense | $ 1 | $ 0.6 | $ 2.5 | $ 1.9 |
Stock and Stock-Based Compens_4
Stock and Stock-Based Compensation Plans - Narrative (Details) - USD ($) | Jun. 27, 2019 | Sep. 29, 2019 |
Stock Options | ||
Stock and Stock-Based Compensation Plans | ||
Options granted to certain employees (in shares) | 189,237 | |
Grant date fair value (usd per share) | $ 13.76 | |
Stock price at date of grant (usd per share) | $ 46.97 | |
Vesting period | 3 years | |
Option term | 10 years | |
Risk-free interest rate | 1.88% | |
Volatility based on peer public companies | 26.00% | |
Term of compensation award | 6 years | |
Dividend yield | 0.00% | |
RSUs | ||
Stock and Stock-Based Compensation Plans | ||
Vesting period | 3 years | |
Options granted during the period (in shares) | 18,955 | |
Weighted average grant date fair value (usd per share) | $ 46.79 | |
Restricted Stock Awards | ||
Stock and Stock-Based Compensation Plans | ||
Vesting period | 1 year | |
Options granted during the period (in shares) | 13,840 | |
Weighted average grant date fair value (usd per share) | $ 46.97 | |
2019 OSIP | ||
Stock and Stock-Based Compensation Plans | ||
Number of common shares reserved and available for awards (in shares) | 4,846,884 | |
Aggregate awards granted limit, options (in shares) | 1,000,000 | |
Aggregate awards granted limit, restricted shares (in shares) | 500,000 | |
Cash-based award limit | $ 5,000,000 | |
Cash fees received limit | $ 750,000 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2019 | Sep. 30, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares attributable to awards excluded from the calculation of diluted net income per share (in shares) | 100,000 | 100,000 | 100,000 | 100,000 |
PRSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares attributable to awards excluded from the calculation of diluted net income per share (in shares) | 300,000 | 300,000 | 600,000 | 600,000 |
Net Income Per Share - Computat
Net Income Per Share - Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jul. 01, 2018 | Sep. 29, 2019 | Sep. 30, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||||
Net income | $ 41.8 | $ 41.8 | $ 39 | $ 39 | $ 147.6 | $ 137.1 |
Shares outstanding | ||||||
Weighted average common shares outstanding (in shares) | 133.5 | 133.5 | 133.3 | 133.3 | ||
Effect of dilutive stock awards (in shares) | 1.2 | 1.2 | 0.9 | 0.9 | ||
Weighted average common shares outstanding and potential common shares (in shares) | 134.7 | 134.7 | 134.2 | 134.2 | ||
Net income per share | ||||||
Basic (in dollars per share) | $ 0.31 | $ 0.29 | $ 1.11 | $ 1.03 | ||
Diluted (in dollars per share) | $ 0.31 | $ 0.29 | $ 1.10 | $ 1.02 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 29, 2019 | Dec. 30, 2018 |
Long-Term Debt | ||
Total debt | $ 1,300 | $ 456.6 |
Unamortized debt issuance costs | (24.3) | 0 |
Current maturities of long-term debt | (8) | (456.6) |
Long-term debt | 1,267.7 | 0 |
Term Loan Facility | ||
Long-Term Debt | ||
Total debt | 800 | 0 |
Notes | ||
Long-Term Debt | ||
Total debt | 500 | 0 |
Other | ||
Long-Term Debt | ||
Total debt | $ 0 | $ 456.6 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Jun. 28, 2019USD ($) | Jun. 06, 2019USD ($) | Sep. 29, 2019USD ($) | Dec. 30, 2018USD ($)note |
Long-Term Debt | ||||
Outstanding letters of credit | $ 7,000,000 | $ 2,100,000 | ||
Estimated fair value of long-term debt | 1,340,000,000 | |||
Promissory Notes | Affiliated Entity | ||||
Long-Term Debt | ||||
Intercompany debt | $ 456,600,000 | |||
Number of promissory notes | note | 3 | |||
Weighted average interest rate | 8.27% | |||
Credit Agreement | ||||
Long-Term Debt | ||||
Net leverage ratio | 3.50 | |||
Notes | Senior Notes | ||||
Long-Term Debt | ||||
Aggregate principal amount, senior notes | $ 500,000,000 | |||
Senior notes stated interest rate, percentage | 5.50% | |||
Redemption price plus make-whole premium percentage | 100.00% | |||
Notes | Senior Notes | Debt Instrument, Redemption, Period One | ||||
Long-Term Debt | ||||
Redemption price percentage | 105.50% | |||
Notes | Senior Notes | Debt Instrument, Redemption, Period Two | ||||
Long-Term Debt | ||||
Redemption price percentage | 40.00% | |||
Notes | Senior Notes | Debt Instrument, Redemption, Period Three | ||||
Long-Term Debt | ||||
Redemption price percentage | 101.00% | |||
Notes | Senior Notes | Debt Instrument, Redemption, Period Four | ||||
Long-Term Debt | ||||
Redemption price percentage | 100.00% | |||
Secured Debt | Term Loan Facility | ||||
Long-Term Debt | ||||
Credit facility, term | 7 years | |||
Aggregate principal amount, line of credit | $ 800,000,000 | |||
Principal payments | $ 2,000,000 | |||
Secured Debt | Term Loan Facility | Adjusted LIBOR | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 2.25% | |||
Secured Debt | Term Loan Facility | Base Rate | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 1.25% | |||
Revolving Credit Facility | Revolving Credit Facility | ||||
Long-Term Debt | ||||
Credit facility, term | 5 years | |||
Aggregate principal amount, line of credit | $ 225,000,000 | |||
Sub-limit for issuance of letters of credit | 50,000,000 | |||
Sub-limit for swing line loans | $ 50,000,000 | |||
Amount outstanding | $ 0 | |||
Revolving Credit Facility | Revolving Credit Facility | Minimum | ||||
Long-Term Debt | ||||
Commitment fee | 0.25% | |||
Revolving Credit Facility | Revolving Credit Facility | Maximum | ||||
Long-Term Debt | ||||
Commitment fee | 0.35% | |||
Revolving Credit Facility | Revolving Credit Facility | Adjusted LIBOR | Minimum | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 2.25% | |||
Revolving Credit Facility | Revolving Credit Facility | Adjusted LIBOR | Maximum | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 1.75% | |||
Revolving Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 1.25% | |||
Revolving Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||
Long-Term Debt | ||||
Interest rate basis, percentage | 0.75% | |||
Revolving Credit Facility | Credit Agreement | Guarantor Subsidiaries | ||||
Long-Term Debt | ||||
Equity interests of subsidiary guarantors | 100.00% | |||
Equity interest of subsidiary guarantors' first tier foreign subsidiaries | 65.00% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 29, 2019 | Sep. 29, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 30.6 | $ 86.7 |
Finance lease cost: | ||
Amortization of right-of-use assets | 4.1 | 11.7 |
Interest on lease liabilities | 0.3 | 0.8 |
Total finance lease cost | $ 4.4 | $ 12.5 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 29, 2019 | Sep. 29, 2019 | Sep. 30, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows related to operating leases | $ 39.8 | $ 94.5 | |
Operating cash flows related to finance leases | 0.3 | 0.8 | |
Financing cash flows related to finance leases | 2.6 | 10.9 | $ 12.5 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 69.3 | 118.3 | |
Finance leases | 0 | 0 | |
Operating Leases | |||
Operating lease right-of-use assets | 704.8 | 704.8 | |
Other accrued expenses | 58.9 | 58.9 | |
Operating lease liabilities | 681.3 | 681.3 | |
Total operating lease liabilities | 740.2 | 740.2 | |
Finance Leases | |||
Property and equipment, gross | 119.5 | 119.5 | |
Accumulated depreciation | (87.1) | (87.1) | |
Property and equipment, net | 32.4 | 32.4 | |
Other accrued expenses | 10.6 | 10.6 | |
Other liabilities | 7.5 | 7.5 | |
Total finance lease liabilities | $ 18.1 | $ 18.1 | |
Weighted Average Remaining Lease Term (Years) | |||
Operating leases | 11 years 11 months 16 days | 11 years 11 months 16 days | |
Finance leases | 1 year 1 month 21 days | 1 year 1 month 21 days | |
Weighted Average Discount Rate | |||
Operating leases | 6.00% | 6.00% | |
Finance leases | 4.50% | 4.50% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities Of Operating And Financing Leases Liabilities (Details) $ in Millions | Sep. 29, 2019USD ($) |
Operating Leases | |
2019 (excluding the nine months ended September 29, 2019) | $ 17.9 |
2020 | 109.7 |
2021 | 97.9 |
2022 | 88.7 |
2023 | 81.6 |
Thereafter | 668 |
Total lease payments | 1,063.8 |
Less imputed interest | (323.6) |
Total | 740.2 |
Finance Leases | |
2019 (excluding the nine months ended September 29, 2019) | 2.8 |
2020 | 10.7 |
2021 | 5.2 |
2022 | 0.3 |
2023 | 0 |
Thereafter | 0 |
Total lease payments | 19 |
Less imputed interest | (0.9) |
Total | $ 18.1 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Lease Liabilities Under the Accounting Guidance Effective at That Date (Details) $ in Millions | Dec. 30, 2018USD ($) |
Operating Leases | |
2019 | $ 97.2 |
2020 | 87.1 |
2021 | 81.1 |
2022 | 73.6 |
2023 | 64.4 |
Thereafter | 526.9 |
Total lease payments | 930.3 |
Total | 930.3 |
Finance Leases | |
2019 | 15.2 |
2020 | 9.7 |
2021 | 4.4 |
Total lease payments | 29.3 |
Less: Interest Portion of Finance Leases | 1.5 |
Total | $ 27.8 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Record of Decision $ in Millions | 1 Months Ended |
Dec. 31, 2014USD ($)a | |
Loss Contingencies [Line Items] | |
Estimated cost of cleanup | $ | $ 342 |
Area of land involving dredging (acres) | 105 |
Area of land involving capping (acres) | 24 |
Area of land involving enhanced natural recover (acres) | 48 |
Total length of cleanup | 17 years |
Active remediation | 7 years |
Monitored natural recovery | 10 years |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 29, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jul. 01, 2018USD ($) | Sep. 29, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 30, 2018USD ($) | |
Segment Reporting [Abstract] | |||||||
Number of operating segments | segment | 3 | ||||||
Number of reportable segments | segment | 1 | ||||||
Segment Information | |||||||
Revenues | $ 357.3 | $ 321.1 | $ 1,080.9 | $ 991.6 | |||
Operating expenses: | |||||||
Cost of services (exclusive of depreciation and amortization) | 221.3 | 202.5 | 667.4 | 610.3 | |||
Selling, general and administrative | 38.9 | 31.7 | 106.2 | 95.6 | |||
Depreciation and amortization | 22.1 | 24.3 | 66 | 73.1 | |||
Total operating expenses | 282.3 | 258.5 | 839.6 | 779 | |||
Operating profit | 75 | 62.6 | 241.3 | 212.6 | |||
Interest expense | 17.5 | 9.6 | 39.1 | 28.9 | |||
Other expense, net | 0 | 0 | (0.1) | (0.8) | |||
Income before income taxes | 57.5 | 53 | 202.3 | 184.5 | |||
Income taxes | 15.7 | 14 | 54.7 | 47.4 | |||
Net income | 41.8 | $ 41.8 | 39 | $ 39 | 147.6 | 137.1 | |
Total assets | 2,079.9 | 1,430.4 | 2,079.9 | 1,430.4 | $ 1,500.2 | ||
United States | |||||||
Segment Information | |||||||
Revenues | 318.1 | 286.4 | 952.9 | 889.9 | |||
Operating expenses: | |||||||
Cost of services (exclusive of depreciation and amortization) | 193.4 | 178.2 | 578.3 | 543 | |||
Selling, general and administrative | 36.5 | 28.8 | 97.2 | 86.7 | |||
Depreciation and amortization | 20.5 | 22.6 | 61 | 68 | |||
Total operating expenses | 250.4 | 229.6 | 736.5 | 697.7 | |||
Operating profit | 67.7 | 56.8 | 216.4 | 192.2 | |||
Interest expense | 17.5 | 9.6 | 39.1 | 28.9 | |||
Other expense, net | 0 | 0 | 0 | (0.8) | |||
Income before income taxes | 50.2 | 47.2 | 177.3 | 164.1 | |||
Income taxes | 13.7 | 12.5 | 47.7 | 41.9 | |||
Net income | 36.5 | 34.7 | 129.6 | 122.2 | |||
Total assets | 1,886.9 | 1,276.1 | 1,886.9 | 1,276.1 | |||
International | |||||||
Segment Information | |||||||
Revenues | 39.2 | 34.7 | 128 | 101.7 | |||
Operating expenses: | |||||||
Cost of services (exclusive of depreciation and amortization) | 27.9 | 24.3 | 89.1 | 67.3 | |||
Selling, general and administrative | 2.4 | 2.9 | 9 | 8.9 | |||
Depreciation and amortization | 1.6 | 1.7 | 5 | 5.1 | |||
Total operating expenses | 31.9 | 28.9 | 103.1 | 81.3 | |||
Operating profit | 7.3 | 5.8 | 24.9 | 20.4 | |||
Interest expense | 0 | 0 | 0 | 0 | |||
Other expense, net | 0 | 0 | (0.1) | 0 | |||
Income before income taxes | 7.3 | 5.8 | 25 | 20.4 | |||
Income taxes | 2 | 1.5 | 7 | 5.5 | |||
Net income | 5.3 | 4.3 | 18 | 14.9 | |||
Total assets | $ 193 | $ 154.3 | $ 193 | $ 154.3 |
Business Acquisition (Details)
Business Acquisition (Details) - DDI $ in Millions | Jul. 31, 2019USD ($) |
Subsequent Event [Line Items] | |
Purchase price for the transaction | $ 17 |
Additional purchase price, contingent on certain terms, conditions and various performance targets | $ 4.1 |
Contingent consideration term | 3 years |
Annual revenue for DDI | $ 8.3 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Term Loan Facility $ in Millions | Sep. 30, 2019USD ($) |
Subsequent Event [Line Items] | |
Term Loan Facility, amount repaid | $ 12 |
Required principal payment | 2 |
Optional principal pre-payment | $ 10 |
Uncategorized Items - iaa-20190
Label | Element | Value |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 1,000,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 1,400,000 |
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 100,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 700,000 |
Adjustments To Additional Paid In Capital, Transfer To Parent And Affiliates | iaa_AdjustmentsToAdditionalPaidInCapitalTransferToParentAndAffiliates | (61,000,000) |
Retained Earnings [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 41,800,000 |
Additional Paid-in Capital [Member] | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 1,400,000 |
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 100,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | $ 700,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 100,000 |
AOCI Attributable to Parent [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent | $ 8,000,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent | (1,800,000) |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (3,000,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,100,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 1,000,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 0 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 39,000,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 0 |
Adjustments To Additional Paid In Capital, Transfer To Parent And Affiliates | iaa_AdjustmentsToAdditionalPaidInCapitalTransferToParentAndAffiliates | $ (61,000,000) |