8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2008

KAR Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	333-148847	20-8744739
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13085 Hamilton Crossing Boulevard

Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On November 13, 2008, KAR Holdings, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2008. KAR Holdings, Inc. will host an earnings conference call, Friday, November 14th, at 11:00 a.m., Eastern Standard Time. The conference call may be accessed by calling 1-877-795-3648 and entering participant passcode 1241757. The call will be hosted by KAR Holdings, Inc. Chairman and Chief Executive Officer, Brian Clingen and Executive Vice President and Chief Financial Officer, Eric Loughmiller. The call will feature a review of operating highlights and financial results for the three and nine months ended September 30, 2008. The press release dated November 13, 2008 is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference in its entirety.

Within the Company’s third quarter 2008 press release and related attachments thereto, the Company makes reference to certain non-GAAP financial measures. The non-GAAP financial measures include the following: EBITDA, Adjusted EBITDA and Adjusted EBITDA per the credit agreement. The Company has presented reconciling information along with the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) for each of the above non-GAAP financial measures in the press release. In addition, the Company’s reasons for presenting these non-GAAP financial measures are discussed below.

The Company believes that these measures represent important internal measures of performance. Accordingly, where these non-GAAP measures are provided, it is done so that investors have the same financial data that management uses with the belief that it will assist the investment community in properly assessing the underlying performance of the Company on a year-over-year and quarter-sequential basis. Investors should consider these non-GAAP measures in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The specific reasons, in addition to the reasons described above, why the Company’s management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s results of operations are as follows:

EBITDA, Adjusted EBITDA and Adjusted EBITDA per the Credit Agreement – The Company’s management believes that EBITDA is a useful supplement and meaningful indicator of earnings performance to be used by its investors, financial analysts and others to analyze the Company’s financial performance and results of operations over time. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal internal measures of performance used by the Company. Management uses the Adjusted EBITDA measure to evaluate the performance of the Company and to evaluate results relative to incentive compensation targets. Adjusted EBITDA per the Credit Agreement adds the pro forma impact of recent acquisitions to Adjusted EBITDA. This measure is used by the Company’s creditors in assessing debt covenant compliance and management believes its inclusion is appropriate to provide additional information to investors about certain covenants required pursuant to the Company’s senior secured credit facility and notes. The most directly comparable financial performance measure calculated and presented in accordance with GAAP is net income (loss). A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2008 and 2007 is contained in the attachments to the press release. In addition, a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA per the Credit Agreement for each of the last four quarters and the twelve months ended September 30, 2008 is contained in the attachments to the press release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press release dated November 13, 2008 – “KAR Holdings, Inc. Reports Third Quarter 2008 Results”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	KAR Holdings, Inc.
Dated: November 13, 2008	/s/ Eric M. Loughmiller
	Eric M. Loughmiller
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Eric Loughmiller

Executive Vice President & Chief Financial Officer

(317) 249-4254

eric.loughmiller@adesa.com

KAR Holdings, Inc. Reports Third Quarter 2008 Results

Carmel, IN, November 13, 2008 — KAR Holdings, Inc. today reported its third quarter financial results for the three months ended September 30, 2008. For the third quarter of 2008, the company reported revenue of $444.6 million as compared with third quarter 2007 revenue of $394.3 million, an increase of 12.8%. Adjusted EBITDA, excluding pro forma adjustments for recent acquisitions and cost savings as defined in the company’s senior credit facility dated April 20, 2007, increased 4.2% to $101.8 million in the third quarter of 2008, as compared with third quarter 2007 adjusted EBITDA of $97.7 million.

For the nine months ended September 30, 2008, the company reported that revenue rose 15.5% to $1,375.2 million as compared with revenue of $1,190.5 million for the combined companies of KAR Holdings, Inc. (“KAR”), ADESA, Inc. (“ADESA”) and Insurance Auto Auctions, Inc. (“IAAI”), for the comparable 2007 period. Adjusted EBITDA, excluding pro forma adjustments for recent acquisitions and cost savings, for the nine months ended September 30, 2008, rose 9.1% to $335.7 million as compared with adjusted EBITDA of $307.8 million for KAR, ADESA and IAAI combined for the comparable 2007 period.

Earnings Conference Call Information

KAR Holdings, Inc. will also be hosting an earnings conference call on Friday, November 14th at 11:00 a.m. EST (10:00 a.m. CST). The call will be hosted by KAR Holdings, Inc.’s Chairman and Chief Executive Officer Brian Clingen and Executive Vice President and Chief Financial Officer, Eric Loughmiller. The conference call may be accessed by calling 1-877-795-3648 and entering participant passcode 1241757.

A replay of the call will also be available for two weeks via telephone starting approximately 30 minutes after the completion of the call. The replay may be accessed by calling 1-888-203-1112 and entering conference code 1241757.

About KAR Holdings, Inc.

KAR Holdings, Inc. is the holding company for ADESA, a leading provider of wholesale used vehicle auctions whose operations span North America with 61 used vehicle sites, Insurance Auto Auctions, Inc., the leading North American salvage auto auction company whose operations span North America with 151 sites and Automotive Finance Corporation, a leading capital funding source for the used vehicle industry with 88 sites across North America. For further information on KAR Holdings Inc., ADESA, Insurance Auto Auctions, Inc. or Automotive Finance Corporation, visit the company’s Web site at http://www.karholdingsinc.com.

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KAR Holdings, Inc.

Consolidated Statements of Operations

(In millions) (Unaudited)

	Three Months Ended September 30,
	2008			2007
Operating revenues
ADESA Auction Services	$	286.4		$	241.4
IAAI Salvage Services		135.4			117.7
AFC		22.8			35.2
Total operating revenues		444.6			394.3
Operating expenses
Cost of services (exclusive of depreciation and amortization)		261.4			221.8
Selling, general and administrative		92.7			82.5
Depreciation and amortization		45.0			39.6
Goodwill and other intangibles impairment		164.4			—
Total operating expenses		563.5			343.9
Operating profit (loss)		(118.9	)		50.4
Interest expense		52.1			59.0
Other (income) expense, net		4.1			(3.7	)
Loss before income taxes		(175.1	)		(4.9	)
Income taxes		(5.2	)		3.7
Net loss	($	169.9	)	($	8.6	)

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KAR Holdings, Inc.

Consolidated Statements of Operations

(In millions) (Unaudited)

				2007
	Nine Months Ended September 30, 2008			April 20 – September 30, 2007 (1)			January 1 – April 19, 2007			January 1 – April 19, 2007
	KAR			KAR			ADESA			IAAI
Operating revenues
ADESA Auction Services	$	862.7		$	432.3		$	325.4		$	—
IAAI Salvage Services		426.0			208.4			—			114.8
AFC		86.5			63.7			45.9			—
Total operating revenues		1,375.2			704.4			371.3			114.8
Operating expenses
Cost of services (exclusive of depreciation and amortization)		792.9			391.1			187.3			76.5
Selling, general and administrative		285.2			146.3			85.5			19.5
Depreciation and amortization		137.3			66.8			15.9			7.9
Transaction expenses (2)		—			—			24.8			—
Goodwill and other intangibles impairment		164.4			—			—			—
Total operating expenses		1,379.8			604.2			313.5			103.9
Operating profit (loss)		(4.6	)		100.2			57.8			10.9
Interest expense		161.5			104.4			7.8			10.0
Other (income) expense, net		4.9			(6.7	)		(1.9	)		(0.2	)
Income (loss) from continuing operations before income taxes		(171.0	)		2.5			51.9			1.1
Income taxes		(4.1	)		6.5			24.9			1.5
Income (loss) from continuing operations		(166.9	)		(4.0	)		27.0			(0.4	)
Loss from discontinued operations, net of income taxes		—			—			(0.1	)		—
Net income (loss)	($	166.9	)	($	4.0	)	$	26.9		($	0.4	)

(1) KAR Holdings, Inc. was incorporated on November 9, 2006, but had no operations until the consummation of the Merger on April 20, 2007.

(2) Expenses related to the Merger Agreement between ADESA and a group of private equity funds, consisting of legal and professional fees associated with the Merger, as well as accelerated incentive compensation costs.

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KAR Holdings, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	September 30, 2008		December 31, 2007
Cash and cash equivalents	$	201.2	$	204.1
Restricted cash		10.6		16.9
Trade receivables, net of allowances		352.8		278.3
Finance receivables, net of allowances		198.7		246.9
Retained interests in finance receivables sold		60.8		71.5
Other current assets		79.7		84.1
Total current assets		903.8		901.8
Goodwill		1,517.3		1,617.6
Customer relationships, net of accumulated amortization		838.7		844.4
Intangible and other assets		384.3		393.8
Property and equipment, net of accumulated depreciation		700.9		773.2
Total assets	$	4,345.0	$	4,530.8
Current liabilities, excluding current maturities of debt	$	537.5	$	444.1
Current maturities of debt		—		15.6
Total current liabilities		537.5		459.7
Long-term debt		2,561.0		2,601.1
Other non-current liabilities		413.1		456.4
Stockholders’ equity		833.4		1,013.6
Total liabilities and equity	$	4,345.0	$	4,530.8

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KAR Holdings, Inc.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA, as presented herein, are supplemental measures of the Company’s performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). They are not measurements of the Company’s financial performance under GAAP and should not be considered as alternatives to revenues, net income (loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of the Company’s liquidity.

EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. The Company calculates Adjusted EBITDA by adjusting EBITDA for the items of income and expense and expected incremental revenue and cost savings as described in the Company’s $1,865 million credit agreement. Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal internal measures of performance used by the Company. Management uses the Adjusted EBITDA measure to evaluate the performance of the Company and to evaluate results relative to incentive compensation targets. Adjusted EBITDA per the Credit Agreement adds the pro forma impact of recent acquisitions to Adjusted EBITDA. This measure is used by the Company’s creditors in assessing debt covenant compliance and management believes its inclusion is appropriate to provide additional information to investors about certain covenants required pursuant to the Company’s senior secured credit facility and the notes. EBITDA, Adjusted EBITDA and Adjusted EBITDA per the Credit Agreement measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies. Results for ADESA and IAAI prior to the consummation of the Merger on April 20, 2007 have been combined.

The following table reconciles EBITDA and Adjusted EBITDA to net income (loss) for the periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions), (Unaudited)	2008			2007			2008			2007
Net income (loss)	($	169.9	)	($	8.6	)	($	166.9	)	$	22.5
Add back: discontinued operations		—			—			—			0.1
Income (loss) from continuing operations		(169.9	)		(8.6	)		(166.9	)		22.6
Add back:
Income taxes		(5.2	)		3.7			(4.1	)		32.9
Interest expense, net of interest income		51.9			56.3			159.9			116.2
Depreciation and amortization		45.0			39.6			137.3			90.6
EBITDA		(78.2	)		91.0			126.2			262.3
Nonrecurring charges		10.2			4.9			28.5			11.8
Nonrecurring transaction charges		—			—			—			24.8
Noncash charges		168.9			0.9			178.3			7.1
Advisory services		0.9			0.9			2.7			1.8
Adjusted EBITDA	$	101.8		$	97.7		$	335.7		$	307.8

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KAR Holdings, Inc.

EBITDA and Adjusted EBITDA (Continued)

Certain of the Company’s loan covenant calculations require financial results for the most recent four consecutive fiscal quarters. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA per the Credit Agreement to net income (loss) for the periods presented:

	Three Months Ended											Twelve Months Ended September 30, 2008
(In millions) (Unaudited)	December 31, 2007			March 31, 2008			June 30, 2008		September 30, 2008
Net income (loss)	($	34.3	)	($	3.2	)	$	6.2	($	169.9	)	($	201.2	)
Add back:
Income taxes		(16.5	)		(3.7	)		4.8		(5.2	)		(20.6	)
Interest expense, net of interest income		56.0			56.8			51.2		51.9			215.9
Depreciation and amortization		59.8			47.3			45.0		45.0			197.1
EBITDA		65.0			97.2			107.2		(78.2	)		191.2
Nonrecurring charges		12.4			6.8			11.5		10.2			40.9
Noncash charges		9.5			6.4			3.0		168.9			187.8
Advisory services		0.8			0.9			0.9		0.9			3.5
Adjusted EBITDA		87.7			111.3			122.6		101.8			423.4
Pro forma impact of recent acquisitions		4.1			2.5			—		—			6.6
Adjusted EBITDA per the Credit Agreement	$	91.8		$	113.8		$	122.6	$	101.8		$	430.0

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