SEC Comment Letter 0000000000-23-001837 to OPENLANE, Inc. (KAR) (CIK 0001395942) (OPLN)
OPENLANE, Inc. (KAR) (CIK 0001395942)
Date: Feb. 24, 2023 · CIK: 0001395942 · Accession: 0000000000-23-001837
AI Filing Summary & Sentiment
File numbers found in text: 001-34568
Letter
United States securities and exchange commission logo February 24, 2023 Scott A. Anderson Chief Accounting Officer KAR Auction Services, Inc. 11299 N. Illinois Street Carmel, Indiana 46032 Re:KAR Auction Services, Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Filed February 23, 2022 Form 10-Q for Fiscal Period Ended September 30, 2022 Filed November 2, 2022 File No. 001-34568 Dear Scott A. Anderson: We have reviewed your January 20, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 27, 2022 letter. Form 10-Q for Fiscal Period Ended September 30, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 1.Refer to your response to comment 8. For the nine months ended September 2022, please show us in detail how the amounts of the gain on discontinued operations of $521.8 million and net cash used in operating activities by discontinued operations of $435.6 million were computed. In regard to the net cash used, please explain the reason for the amounts of the material underlying components (e.g., changes in accounts receivable and accounts payable cited in the response), how they are associated with the discontinued operations and the reason they are either a provision or usage of cash.
FirstName LastNameScott A. Anderson Comapany NameKAR Auction Services, Inc. February 24, 2023 Page 2 FirstName LastName Scott A. Anderson KAR Auction Services, Inc. February 24, 2023 Page 2 Liquidity and Capital Resources Summary of Cash Flows, page 43 2.Refer to your response to comment 9. In the example of your intended revised disclosure you refer to noncash items. However, these do not appear to actually affect cash. Please discuss in your analysis the items that actually impact operating cash. Additionally, provide discussion regarding material underlying factors cited when it is not apparent why and the extent they impact operating cash, for example, wholesale vehicle values and timing cited in your intended revised disclosure. 3.The discussion in the first paragraph on page 10 of your response to comment 9 appears to be useful information in understanding changes in operating cash flows of continuing operations and supporting your contention that cash provided by operating activities is sufficient to meet your operating needs for the foreseeable future. Please consider including this in your disclosure. You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
February 24, 2023
Scott A. Anderson
Chief Accounting Officer
KAR Auction Services, Inc.
11299 N. Illinois Street
Carmel, Indiana 46032
Re:KAR Auction Services, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 23, 2022
Form 10-Q for Fiscal Period Ended September 30, 2022
Filed November 2, 2022
File No. 001-34568
Dear Scott A. Anderson:
We have reviewed your January 20, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 27, 2022 letter.
Form 10-Q for Fiscal Period Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
25
1.Refer to your response to comment 8. For the nine months ended September 2022, please
show us in detail how the amounts of the gain on discontinued operations of $521.8
million and net cash used in operating activities by discontinued operations of $435.6
million were computed. In regard to the net cash used, please explain the reason for the
amounts of the material underlying components (e.g., changes in accounts receivable and
accounts payable cited in the response), how they are associated with the discontinued
operations and the reason they are either a provision or usage of cash.
FirstName LastNameScott A. Anderson
Comapany NameKAR Auction Services, Inc.
February 24, 2023 Page 2
FirstName LastName
Scott A. Anderson
KAR Auction Services, Inc.
February 24, 2023
Page 2
Liquidity and Capital Resources
Summary of Cash Flows, page 43
2.Refer to your response to comment 9. In the example of your intended revised disclosure
you refer to noncash items. However, these do not appear to actually affect cash. Please
discuss in your analysis the items that actually impact operating cash.
Additionally, provide discussion regarding material underlying factors cited when it is not
apparent why and the extent they impact operating cash, for example, wholesale vehicle
values and timing cited in your intended revised disclosure.
3.The discussion in the first paragraph on page 10 of your response to comment 9 appears to
be useful information in understanding changes in operating cash flows of continuing
operations and supporting your contention that cash provided by operating activities
is sufficient to meet your operating needs for the foreseeable future. Please consider
including this in your disclosure.
You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services