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): May 10, 2022

IAA, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38580	83-1030538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Westbrook Corporate Center, Suite 500 Westchester, Illinois	60154
(Address of principal executive offices)	(Zip Code)

(708) 492-7000

(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 (see General Instruction A.2 below):

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IAA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act:  ☐

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2022, IAA, Inc. issued a press release announcing its financial results for the fiscal first quarter ended April 3, 2022.

The press release, dated May 10, 2022, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of IAA, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits:

Exhibit No.	Exhibit Description
99.1	Press Release, dated May 10, 2022, issued by IAA, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		IAA, Inc.
		(Registrant)
Date:	May 10, 2022	By:	/s/ Susan Healy
			Susan Healy
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)

EX-99.1

Exhibit 99.1

IAA, Inc. Announces First Quarter 2022 Financial Results

Delivers Strong Financial Performance

Updates Full-Year 2022 Outlook

WESTCHESTER, Ill.--(BUSINESS WIRE)--May 10, 2022--IAA, Inc. (NYSE: IAA) today announced its financial results for the first quarter fiscal 2022, which ended April 3, 2022.

John Kett, Chief Executive Officer and President, stated, “I’m very pleased with our strong first quarter results. We experienced another quarter of record proceeds and revenue per unit driven by the benefits from our unique products, services and growing global buyer base, which helped to offset higher costs we are seeing in the current inflationary environment.”

Mr. Kett continued, “We believe the fundamentals of our industry remain strong, and that our products, services and delivery for our buyer and seller customers have never been better. We’re also progressing well on the integration of SYNETIQ, and we are already seeing the benefits of their integrated model as a competitive advantage in the U.K. marketplace. As a result of our performance to date and our view of the remainder of the year, we have increased the lower end of our 2022 guidance range.”

Key First Quarter Measures:

(Dollars in millions, except per share amounts)

	Quarter Ended April 3, 2022	Quarter Ended March 28, 2021	% Change
Revenues	$557.6	$423.5	31.7%
Net Income	$81.5	$72.5	12.4%
Adjusted Net Income	$89.3	$77.9	14.6%
Diluted EPS	$0.61	$0.54	13.0%
Adjusted Diluted EPS	$0.66	$0.58	13.8%
Adjusted EBITDA	$149.8	$133.2	12.5%

Highlights for the First Quarter Ended April 3, 2022:

• Consolidated revenues increased 31.7% to $557.6 million from $423.5 million in the first quarter of fiscal 2021. Foreign currency movements had a negative impact of $0.8 million on revenue for the quarter. Revenue from our recent acquisitions of Auto Exchange and SYNETIQ was $49.5 million. Excluding these items, organic revenue increased $85.4 million, or 20.2%, to $508.9 million, consisting of an increase in volume of 4.4% and higher revenue per unit of 15.1%. Service revenues increased 20.7% to $435.0 million from $360.4 million in the first quarter of fiscal 2021 due to higher revenue per unit as well as higher volume. Vehicle and parts sales increased 94.3% to $122.6 million, compared to $63.1 million in the first quarter of fiscal 2021, primarily due to higher revenue per unit, higher volumes of vehicle and parts sales, and incremental revenue from the SYNETIQ acquisition. U.S. revenues increased by 22.5% to $438.8 million from $358.3 million in the first quarter of fiscal 2021. U.S. revenues were driven by higher revenue per unit, higher volume and a higher mix of vehicle sales. International revenues increased by 82.2% to $118.8 million from $65.2 million in the first quarter of fiscal 2021. International revenues increased primarily due to the acquisition of SYNETIQ, a higher mix of vehicle sales, higher volume in Canada and higher revenue per unit.

• Gross profit, which is defined as total consolidated revenues minus cost of services and vehicle sales, and exclusive of depreciation and amortization, increased by 16.5% to $201.2 million from $172.7 million in the first quarter of fiscal 2021. The increase in gross profit was primarily due to higher revenue per unit and a higher volume of vehicles and parts sold, partially offset by a higher mix of lower margin vehicle and parts sales, and higher costs for towing, wages and occupancy. Gross margin in the quarter declined by 470 basis points to 36.1% from 40.8% in the prior year. Purchased vehicle and parts mix accounted for approximately 190 basis points of this decline.

• Selling, general and administrative (“SG&A”) expenses increased by 25.1% to $54.3 million from $43.4 million in the first quarter of fiscal 2021. Adjusted SG&A expenses were $51.5 million, an increase of 30.7% compared to Adjusted SG&A expenses of $39.4 million in the first quarter of fiscal 2021. Adjusted SG&A expenses increased primarily due to a higher headcount and higher spending on information technology, as well as incremental costs due to the addition of Auto Exchange and SYNETIQ.

• Interest expense was $11.2 million compared to $13.0 million in the first quarter of fiscal 2021. The decrease in interest expense was primarily due to lower interest rates as a result of the refinancing of our credit facility completed in the second quarter of 2021.

• The effective tax rate was 24.5% versus 25.2% in the first quarter of fiscal 2021. The lower rate in 2022 was primarily due to certain discrete tax items in the first quarter of 2021 that negatively impacted the rate in that period.

• Net income increased by 12.4% to $81.5 million, or $0.61 per diluted share, compared to $72.5 million, or $0.54 per diluted share, in the first quarter of fiscal 2021. Adjusted net income increased by 14.6% to $89.3 million, or $0.66 per diluted share, compared to $77.9 million, or $0.58 per diluted share, in the first quarter of fiscal 2021.

• Adjusted EBITDA increased by 12.5% to $149.8 million from $133.2 million in the first quarter of fiscal 2021, primarily due to higher revenue and gross profit, partially offset by higher SG&A expenses. Adjusted EBITDA was not impacted by foreign currency movements in the quarter. The contribution to Adjusted EBITDA from Auto Exchange and SYNETIQ was $6.7 million in the first quarter of fiscal 2022. Excluding these items, organic Adjusted EBITDA was $143.1 million, an increase of 7.4% compared to the first quarter of fiscal 2021.

Other Financial Highlights as of April 3, 2022:

• Net Debt: $1,166.4 million
• Leverage Ratio: 2.1x
• Year-to-date Net Cash Provided by Operating Activities: $97.7 million
• Year-to-date Free Cash Flow: $103.9 million
• Repurchased $8.4 million of stock during the first quarter of fiscal 2022; $357.6 million remaining on authorization
• Liquidity: $534.6 million
• First quarter 2022 year-over-year vehicle inventory change: 4.4%

Please refer to the accompanying financial tables for a reconciliation of Net Debt, Leverage Ratio and Free Cash Flow to U.S. GAAP.

Outlook:

For fiscal 2022, the Company is updating its outlook, and now expects the following:

• Total revenue within a range of $2.0 billion - $2.1 billion, including a negative impact from currency of approximately $13.0 - $15.0 million. The currency impact has increased from the prior quarter guidance due to the strengthening of the U.S. dollar versus the British Pound. In addition, SYNETIQ revenue is now expected to be $165 million - $175 million, which is lower than in the previous outlook due to both currency as well as a shift in the accounting for certain revenue contracts from a purchased vehicle model to a consignment model, but does not have an impact on Adjusted EBITDA.
  • Organic revenue growth* is expected to be 2.5% - 7.0% from fiscal 2021 revenues of $1,837.4 million.
• Total Adjusted EBITDA within a range of $535 million to $575 million, including a negative impact from currency of approximately $1.5 - $2.5 million.
  • Organic Adjusted EBITDA growth* is expected to be within a range of (7.0%) - 1.5% from fiscal 2021 Adjusted EBITDA of $547.3 million.
• Interest expense, net, is expected to be in the range of $51.0 million - $53.0 million.
• Effective tax rate is expected to be in the range of 24.0% -25.0%.
• Depreciation and amortization is expected to be in the range of $105.0 million - $110.0 million.

*Organic revenue growth and organic Adjusted EBITDA growth exclude the impact of acquisitions prior to their first anniversary as well as foreign currency movements.

The Company has not provided a reconciliation of organic revenue, Adjusted EBITDA or organic Adjusted EBITDA outlook for fiscal 2022 to GAAP revenues or net income, respectively, the most directly comparable GAAP financial measures because, without unreasonable efforts, it is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate organic revenue, Adjusted EBITDA or organic Adjusted EBITDA, including but not limited to: in the case of organic revenue, (a) sales from acquired businesses recorded prior to the first anniversary of the acquisition and (b) the impact of foreign currency movements; in the case of Adjusted EBITDA, (a) non-income, tax-related accruals, (b) fair value adjustments related to contingent considerations, (c) severance, restructuring and other retention expenses, (d) the net loss or gain on the sale of assets or expenses associated with certain M&A, financing and other transactions, (e) acquisition costs, (f) certain professional fees, (g) other expenses that we do not believe are indicative of our ongoing operations, and (h) gains and losses related to foreign currency exchange rates; and in the case of organic Adjusted EBITDA, the same adjustments that are used to calculate Adjusted EBITDA, as well as (a) EBITDA from acquired businesses recorded prior to the first anniversary of the acquisition, and (b) the impact of foreign currency movements. These adjustments are uncertain, depend on various factors that are beyond our control and could have a material impact on revenues or net income for fiscal 2022.

Conference Call Information:

A conference call to discuss the first quarter fiscal 2022 financial results is scheduled for today, May 10, 2022, at 9:00 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to join a live audio webcast of the conference call. The webcast is available online at https://investors.iaai.com/.

A recorded replay of the conference call will be available within two hours of the conclusion of the call and can be accessed online at https://investors.iaai.com/ for one year.

About IAA, Inc.

IAA, Inc. (NYSE: IAA) is a leading global marketplace connecting vehicle buyers and sellers. Leveraging leading-edge technology and focusing on innovation, IAA’s unique platform facilitates the marketing and sale of total-loss, damaged and low-value vehicles for a full spectrum of sellers. Headquartered near Chicago in Westchester, Illinois, IAA has nearly 4,500 employees and more than 210 facilities throughout the U.S., Canada and the United Kingdom. IAA serves a global buyer base - located throughout over 170 countries - and a full spectrum of sellers, including insurers, dealerships, fleet lease and rental car companies, and charitable organizations. Buyers have access to multiple digital bidding and buying channels, innovative vehicle merchandising, and efficient evaluation services, enhancing the overall purchasing experience. IAA offers sellers a comprehensive suite of services aimed at maximizing vehicle value, reducing administrative costs, shortening selling cycle time and delivering the highest economic returns. For more information, visit IAAI.com and follow IAA on Facebook, Twitter, Instagram, YouTube and LinkedIn.

Forward-Looking Statements: Certain statements contained in this release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made that are not historical facts may be forward-looking statements and can be identified by words such as “should,” “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions. In this release, such forward-looking statements include statements regarding our fiscal 2022 outlook, expectations regarding industry fundamentals and the value proposition we offer to our customer base and the integration of our SYNETIQ acquisition. Such statements are based on management’s current expectations, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the loss of one or more significant vehicle seller customers or a reduction in significant volume from such sellers; our ability to meet or exceed customers’ demand and expectations; significant current competition and the introduction of new competitors or other disruptive entrants in our industry; the risk that our facilities lack the capacity to accept additional vehicles and our ability to obtain land or renew/enter into new leases at commercially reasonable rates; our ability to effectively maintain or update information and technology systems; our ability to implement and maintain measures to protect against cyberattacks and comply with applicable privacy and data security requirements; our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements, including from our margin expansion plan; business development activities, including acquisitions and the integration of acquired businesses, and the risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; changes to our preliminary purchase price allocation for SYNETIQ, Ltd. to be finalized during 2022; our expansion into markets outside the U.S. and the operational, competitive and regulatory risks facing our non-U.S. based operations; our reliance on subhaulers and trucking fleet operations; changes in used-vehicle prices and the volume of damaged and total loss vehicles we purchase; economic conditions, including fuel prices, commodity prices, foreign exchange rates and interest rate fluctuations; trends in new- and used-vehicle sales and incentives; uncertainties regarding ongoing surges of COVID-19 infections, including new more contagious and / or vaccine-resistant variants, and the impact on the duration and severity of the COVID-19 pandemic, and the measures taken to reduce its spread, including the availability, rate of public acceptance and efficacy of COVID-19 vaccines; and other risks and uncertainties identified in our filings with the Securities and Exchange Commission (the “SEC”), including under "Risk Factors" in our Form 10-K for the year ended January 2, 2022 filed with the SEC on February 28, 2022. Other risks and uncertainties that are not presently known to us or that we currently deem immaterial may also affect our business or operating results. The forward-looking statements included in this release are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement to reflect new information or events, except as required by law.

Non-GAAP Financial Information

We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”). Please see “Note Regarding Non-GAAP Financial Information" and “Reconciliation of GAAP to Non-GAAP Financial Information” for additional information and a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures.

IAA, Inc.
Consolidated Statements of Income
(Amounts in Millions, Except Per Share)
(Unaudited)
	Three Months Ended
	April 3, 2022		March 28, 2021
Revenues:
Service revenues	$	435.0	$	360.4
Vehicle and parts sales		122.6		63.1
Total revenues		557.6		423.5
Operating expenses:
Cost of services		252.3		196.4
Cost of vehicle and parts sales		104.1		54.4
Selling, general and administrative		54.3		43.4
Depreciation and amortization		26.1		19.8
Total operating expenses		436.8		314.0
Operating profit		120.8		109.5
Interest expense, net		11.2		13.0
Other expense (income), net		1.6		(0.4	)
Income before income taxes		108.0		96.9
Income taxes		26.5		24.4
Net income	$	81.5	$	72.5
Net income per share:
Basic	$	0.61	$	0.54
Diluted	$	0.61	$	0.54
Weighted average common shares outstanding:
Basic		134.3		134.6
Diluted		134.5		135.3

IAA, Inc.
Consolidated Balance Sheets
(Amounts in Millions)
(Unaudited)
	April 3, 2022		January 2, 2022
Assets
Current assets
Cash and cash equivalents	$	136.2	$	109.4
Restricted cash		—		53.0
Accounts receivable, net of allowances of $9.3 and $9.1		448.1		465.7
Prepaid consigned vehicle charges		66.4		72.2
Other current assets		81.0		69.6
Total current assets		731.7		769.9
Non-current assets
Operating lease right-of-use assets, net of accumulated amortization of $261.4 and $238.3		1,102.1		1,024.4
Property and equipment, net of accumulated depreciation of $578.8 and $531.9		305.2		338.1
Goodwill		790.7		797.5
Intangible assets, net of accumulated amortization of $579.6 and $549.6		195.1		197.5
Other assets		30.7		26.9
Total non-current assets		2,423.8		2,384.4
Total assets	$	3,155.5	$	3,154.3
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	130.2	$	163.5
Short-term right-of-use operating lease liability		83.5		94.3
Accrued employee benefits and compensation expenses		20.1		44.2
Other accrued expenses		101.4		124.6
Current maturities of long-term debt		145.4		181.3
Total current liabilities		480.6		607.9
Non-current liabilities
Long-term debt		1,113.1		1,120.6
Long-term right-of-use operating lease liability		1,061.5		984.8
Deferred income tax liabilities		74.0		74.8
Other liabilities		30.3		32.6
Total non-current liabilities		2,278.9		2,212.8
Stockholders' equity
Total stockholders' equity		396.0		333.6
Total liabilities and stockholders' equity	$	3,155.5	$	3,154.3

IAA, Inc.
Consolidated Statements of Cash Flows
(Amounts in Millions)
(Unaudited)
	Three Months Ended
	April 3, 2022			March 28, 2021
Operating activities
Net income	$	81.5		$	72.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26.1			19.8
Operating lease expense		42.3			35.8
Stock-based compensation		2.9			2.8
Provision for credit losses		0.3			0.3
Amortization of debt issuance costs		0.7			1.1
Deferred income taxes		(0.7	)		3.3
Change in contingent consideration liabilities		1.8			—
Other		2.2			(0.2	)
Changes in operating assets and liabilities:
Operating lease payments		(54.3	)		(34.1	)
Accounts receivable and other assets		7.9			8.1
Accounts payable and accrued expenses		(13.0	)		11.9
Net cash provided by operating activities		97.7			121.3
Investing activities
Purchases of property, equipment and computer software		(30.9	)		(30.3	)
Proceeds from the sale of property and equipment		37.1			0.2
Other		(1.0	)		(1.0	)
Net cash provided by (used by) investing activities		5.2			(31.1	)
Financing activities
Net decrease in book overdrafts		(15.4	)		—
Payments of long-term debt		(44.0	)		—
Deferred financing costs		(0.1	)		—
Finance lease payments		(3.0	)		(3.1	)
Purchase of treasury stock		(8.4	)		—
Issuance of common stock under stock plans		—			0.1
Proceeds from issuance of employee stock purchase plan shares		0.3			0.4
Tax withholding payments for vested RSUs		(6.8	)		(6.0	)
Payment of contingent consideration		(51.4	)		—
Net cash used by financing activities		(128.8	)		(8.6	)
Effect of exchange rate changes on cash and restricted cash		(0.3	)		0.5
Net (decrease) increase in cash, cash equivalents and restricted cash		(26.2	)		82.1
Cash, cash equivalents and restricted cash at beginning of period		162.4			232.8
Cash, cash equivalents and restricted cash at end of period	$	136.2		$	314.9
Cash paid for interest, net	$	3.6		$	5.1
Cash paid for taxes, net	$	3.2		$	1.0

Note Regarding Non-GAAP Financial Information

This press release includes the following non-GAAP financial measures: organic revenue growth, Adjusted SG&A expenses, Adjusted net income, Adjusted diluted earnings per share (“Adjusted EPS”), Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA"), organic Adjusted EBITDA, free cash flow, and leverage ratio (defined as Net Debt divided by latest twelve month’s (“LTM”) Adjusted EBITDA). These measures are reconciled to their most directly comparable GAAP financial measures as provided in “Reconciliation of GAAP to Non-GAAP Financial Information” below.

Each of the non-GAAP measures disclosed in this press release should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Management uses these financial measures and key performance indicators to assess the Company’s financial operating performance, and we believe that these measures provide useful information to investors by offering additional ways of viewing the Company’s results, as noted below.

• Organic revenue growth is growth in GAAP revenue adjusted to exclude (a) sales from acquired businesses recorded prior to the first anniversary of the acquisition, and (b) the impact of foreign currency movements. We believe that this measure helps investors analyze revenue on a comparable basis versus the prior year.

• Adjusted SG&A expense is a non-GAAP financial measure calculated as GAAP SG&A expenses further adjusted for items that management believes are not representative of ongoing operations, including, but not limited to, (a) non-income, tax-related accruals, (b) fair value adjustments related to contingent consideration, (c) severance, restructuring and other retention expenses, (d) certain professional fees and (e) acquisition costs. We believe this measure helps investors understand the Company’s ongoing cost and expense structure and compare it to prior and future periods.

• Adjusted net income and Adjusted EPS are non-GAAP financial measures calculated as net income further adjusted for items that management believes are not representative of ongoing operations including, but not limited to, (a) non-income, tax-related accruals, (b) fair value adjustments related to contingent consideration, (c) severance, restructuring and other retention expenses, (d) the net loss or gain on the sale of assets or expenses associated with certain M&A, financing and other transactions, (e) acquisition costs, and (f) certain professional fees, as well as (g) gains and losses related to foreign currency exchange rates, and (h) the amortization of acquired intangible assets, and further adjusted to reflect the tax impact of these items. We believe that these measures help investors understand the long-term profitability of our Company and compare our profitability to prior and future periods.

• Adjusted EBITDA is a non-GAAP financial measure calculated as net income before income taxes, interest expense, and depreciation and amortization (“EBITDA”) and further adjusted for items that management believes are not representative of ongoing operations including, but not limited to, (a) non-income, tax-related accruals, (b) fair value adjustments related to contingent consideration (c) severance, restructuring and other retention expenses, (d) the net loss or gain on the sale of assets or expenses associated with certain M&A, financing and other transactions, (e) acquisition costs, and (f) certain professional fees, as well as (g) gains and losses related to foreign currency exchange rates. Organic Adjusted EBITDA is further adjusted to exclude (a) EBITDA from acquired businesses recorded prior to the first anniversary of the acquisition, and (b) the impact of foreign currency movements. We believe that these measures provide useful information regarding our operational performance because they enhance an investor’s overall understanding of our core financial performance and help investors compare our performance to prior and future periods.

• Free cash flow is a non-GAAP measure defined as cash flows from operating activities less purchases of property, equipment and computer software, and plus proceeds from the sale of equipment. We believe that this measure helps investors understand our ability to generate cash without external financings, invest in our business, grow our business through acquisitions and return capital to shareholders. A limitation of free cash flow is that is does not consider the Company’s debt service requirements and other non-discretionary expenditures. As a result, free cash flow is not necessarily representative of cash available for discretionary expenditures.

• Leverage ratio is a non-GAAP measure defined as Net Debt divided by LTM Adjusted EBITDA. Net Debt is defined as total debt less cash. LTM Adjusted EBITDA is defined as Adjusted EBITDA over the prior twelve month period. We believe these measures help investors understand our capital structure and level of debt compared to prior and future periods.

Reconciliation of GAAP to Non-GAAP Financial Information

IAA, Inc.
Reconciliation of Organic Revenue Growth
(Amounts in Millions)
(Unaudited)

	Three Months Ended Apr 3, 2022 vs. Mar 28, 2021
Revenue Growth	$	134.1
Less:
Acquisitions revenue		49.5
Foreign currency impact		(0.8	)
Organic Revenue Growth	$	85.4

IAA, Inc.
Reconciliation of Adjusted Selling, General and Administrative Expenses
(Amounts in Millions)
(Unaudited)

	Three Months Ended
	April 3, 2022		March 28, 2021
Selling, general and administrative expenses	$	54.3	$	43.4
Less non-GAAP adjustments:
Non-income, tax related accrual		—		2.7
Fair value adjustments related to contingent consideration		1.8		—
Retention / severance / restructuring		0.1		0.6
Professional fees		0.4		0.7
Acquisition costs		0.5		—
Adjusted selling, general and administrative expenses	$	51.5	$	39.4

IAA, Inc.
Reconciliation of Adjusted Net Income
(Amounts in Millions, Except Per Share)
(Unaudited)

	Three Months Ended
	April 3, 2022			March 28, 2021
Net Income	$	81.5		$	72.5
Add back non-GAAP adjustments
Non-income, tax related accrual		—			2.7
Fair value adjustments related to contingent consideration		1.8			—
Retention / severance / restructuring		0.1			0.6
Gain on sale of assets		(0.2	)		(0.2	)
Professional fees		0.4			0.7
Acquisition costs		0.5			—
Non-operating foreign exchange loss/(gain)		1.9			(0.3	)
Amortization of acquired intangible assets		5.8			3.2
Non-GAAP adjustments to income before income taxes		10.3			6.7
Income tax impact of Non-GAAP adjustments to income before income taxes		(2.5	)		(1.7	)
Discrete tax items		—			0.4
Non-GAAP adjustments to net income		7.8			5.4
Adjusted net income	$	89.3		$	77.9
GAAP diluted EPS	$	0.61		$	0.54
EPS impact of Non-GAAP Adjustments		0.05			0.04
Adjusted diluted EPS	$	0.66		$	0.58

Note: Amounts will not always recalculate due to rounding

IAA, Inc.
Reconciliation of Adjusted EBITDA and Organic Adjusted EBITDA
(Amounts in Millions)
(Unaudited)

	Three Months Ended
	April 3, 2022			March 28, 2021
Net income	$	81.5		$	72.5
Add: income taxes		26.5			24.4
Add: interest expense, net		11.2			13.0
Add: depreciation & amortization		26.1			19.8
EBITDA		145.3			129.7
Add back non-GAAP adjustments
Non-income, tax related accrual		—			2.7
Fair value adjustments related to contingent consideration		1.8			—
Retention / severance / restructuring		0.1			0.6
Gain on sale of assets		(0.2	)		(0.2	)
Professional fees		0.4			0.7
Acquisition costs		0.5			—
Non-operating foreign exchange loss/(gain)		1.9			(0.3	)
Adjusted EBITDA		149.8			133.2
Currency movements		—			—
Acquisitions EBITDA		(6.7	)		—
Organic Adjusted EBITDA	$	143.1		$	133.2

Note: Amounts will not always recalculate due to rounding

IAA, Inc.
Reconciliation of Adjusted LTM EBITDA
(Amounts in millions)
(Unaudited)

	Quarter Ended											LTM Ended
	6/27/21			9/26/21			1/2/22		4/3/22			4/3/22
Net income	$	82.9		$	65.7		$	73.3	$	81.5		$	303.4
Add: income taxes		27.2			19.8			22.2		26.5			95.7
Add: interest expense, net		21.9			11.1			11.7		11.2			55.9
Add: depreciation & amortization		20.5			21.2			25.0		26.1			92.8
EBITDA		152.5			117.8			132.2		145.3			547.8
Add back non-GAAP adjustments
Fair value adjustments related to contingent consideration		—			—			2.3		1.8			4.1
Retention / severance / restructuring		—			1.3			0.4		0.1			1.8
Gain on sale of assets		—			(0.2	)		0.3		(0.2	)		(0.1	)
Acquisition costs		0.1			1.7			4.8		0.5			7.1
Professional fees		0.3			—			—		0.4			0.7
Non-operating foreign exchange (gain)/loss		(0.3	)		0.5			0.4		1.9			2.5
Adjusted EBITDA	$	152.6		$	121.1		$	140.4	$	149.8		$	563.9

Note: Amounts will not always recalculate due to rounding

IAA, Inc.
Reconciliation of Net Debt
(Amounts in Millions)
(Unaudited)

	April 3, 2022
	(Unaudited)
Term Loan	$	650.0
Senior Notes		500.0
Revolving Facility		121.0
Capital Leases		31.6
Total Debt		1,302.6
Less: Cash		136.2
Net Debt	$	1,166.4

IAA, Inc.
Reconciliation of Free Cash Flow
(Amounts in Millions)
(Unaudited)

	Three Months Ended
	April 3, 2022			March 28, 2021
Net cash provided by operating activities	$	97.7		$	121.3
Proceeds from the sale of property and equipment		37.1			0.2
Less: Purchases of property, equipment and computer software		(30.9	)		(30.3	)
Free cash flow	$	103.9		$	91.2

Contacts

Media Inquiries:
Jeanene O’Brien
SVP Marketing and Communications
jobrien@iaai.com| (708) 492-7328

Investor Inquiries:
Farah Soi/Caitlin Churchill
ICR
IAA_ICR@icrinc.com | (203) 682-8200

Arif Ahmed
Vice President, Treasury
arif.ahmed@iaai.com | (708) 492-7257

XML

Document and Entity Information	May 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2022
Entity Registrant Name	IAA, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38580
Entity Tax Identification Number	83-1030538
Entity Address, Address Line One	Two Westbrook Corporate Center
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Westchester
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60154
City Area Code	708
Local Phone Number	492-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001745041
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	IAA
Security Exchange Name	NYSE