Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2017 | Feb. 27, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COPART INC | |
Entity Central Index Key | 900,075 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 114,847,579 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jan. 31, 2017 | Jul. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 174,952 | $ 155,849 |
Accounts receivable, net | 340,438 | 266,270 |
Vehicle pooling costs | 34,443 | 28,599 |
Inventories | 9,136 | 10,388 |
Income taxes receivable | 83,524 | 18,751 |
Deferred income taxes | 0 | 1,444 |
Prepaid expenses and other assets | 16,759 | 18,005 |
Total current assets | 659,252 | 499,306 |
Property and equipment, net | 882,256 | 816,791 |
Intangibles, net | 8,938 | 11,761 |
Goodwill | 256,867 | 260,198 |
Deferred income taxes | 1,236 | 23,506 |
Other assets | 32,692 | 38,258 |
Total assets | 1,841,241 | 1,649,820 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 184,968 | 192,379 |
Deferred revenue | 5,938 | 4,628 |
Income taxes payable | 7,624 | 5,625 |
Deferred income taxes | 1,266 | 0 |
Current portion of revolving loan facility and capital lease obligations | 146,151 | 76,151 |
Total current liabilities | 345,947 | 278,783 |
Deferred income taxes | 3,446 | 3,816 |
Income taxes payable | 27,470 | 25,641 |
Long-term debt, revolving loan facility and capital lease obligations, net of discount | 565,926 | 564,341 |
Other liabilities | 2,749 | 2,783 |
Total liabilities | 945,538 | 875,364 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.0001 par value - 5,000,000 shares authorized; none issued | 0 | 0 |
Common stock: $0.0001 par value - 400,000,000 shares authorized; 114,760,739 and 110,122,060 shares issued and outstanding, respectively. | 11 | 11 |
Additional paid-in capital | 429,957 | 392,445 |
Accumulated other comprehensive loss | (119,549) | (109,194) |
Retained earnings | 585,284 | 491,194 |
Total stockholders’ equity | 895,703 | 774,456 |
Total liabilities and stockholders’ equity | $ 1,841,241 | $ 1,649,820 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2017 | Jul. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 114,760,739 | 110,122,060 |
Common stock, shares outstanding | 114,760,739 | 110,122,060 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Service revenues and vehicle sales: | ||||
Service revenues | $ 310,033 | $ 260,417 | $ 617,111 | $ 511,384 |
Vehicle sales | 39,499 | 39,289 | 78,412 | 77,160 |
Total service revenues and vehicle sales | 349,532 | 299,706 | 695,523 | 588,544 |
Operating expenses: | ||||
Yard operations | 169,081 | 140,965 | 336,692 | 276,874 |
Cost of vehicle sales | 33,686 | 34,127 | 66,773 | 66,195 |
General and administrative | 37,885 | 32,529 | 78,354 | 67,144 |
Total operating expenses | 240,652 | 207,621 | 481,819 | 410,213 |
Operating income | 108,880 | 92,085 | 213,704 | 178,331 |
Other (expense) income: | ||||
Interest expense | (6,144) | (5,570) | (12,103) | (11,294) |
Interest income | 384 | 602 | 721 | 813 |
Other (expense) income, net | (3,021) | 4,435 | 311 | 5,462 |
Total other expenses | (8,781) | (533) | (11,071) | (5,019) |
Income before income taxes | 100,099 | 91,552 | 202,633 | 173,312 |
Income tax expense (benefit) | 34,033 | 32,548 | (30,713) | 61,698 |
Net income | $ 66,066 | $ 59,004 | $ 233,346 | $ 111,614 |
Basic net income per common share | $ 0.58 | $ 0.50 | $ 2.05 | $ 0.94 |
Weighted average common shares outstanding | 114,571 | 117,306 | 113,644 | 118,731 |
Diluted net income per common share | $ 0.56 | $ 0.47 | $ 1.97 | $ 0.89 |
Diluted weighted average common shares outstanding | 117,794 | 124,612 | 118,336 | 125,878 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax, Portion Attributable to Parent | $ 0 | $ (151) | $ 0 | $ (342) | |
Comprehensive income, net of tax: | |||||
Net income | 66,066 | 59,004 | 233,346 | 111,614 | |
Other comprehensive income: | |||||
Unrealized gain on interest rate swaps, net (a) | [1] | 0 | 163 | 0 | 603 |
Reclassification adjustment of interest rate swaps, net (b) | [2] | 0 | (101) | 0 | (320) |
Unrealized loss on available-for-sale securities, net (c) | [3] | 0 | (4,146) | 0 | (3,651) |
Foreign currency translation adjustments | 8,420 | (24,247) | (10,355) | (30,910) | |
Total comprehensive income | 74,486 | 30,673 | 222,991 | 77,336 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 0 | 56 | 0 | 178 | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax | $ 0 | $ 282 | $ 0 | $ 3 | |
[1] | Net of tax effect of $(151) and $(342) for the three and six months ended January 31, 2016. | ||||
[2] | Net of tax effect of $56 and $178 for the three and six months ended January 31, 2016. | ||||
[3] | Net of tax effect of $282 and $3 for the three and six months ended January 31, 2016. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax effect of unrealized gain on interest rate swaps | $ 0 | $ (151) | $ 0 | $ (342) |
Tax effect of reclassification adjustment of interest rate swaps to net income | 0 | 56 | 0 | 178 |
Tax effect of unrealized loss on available for sale securities, net | $ 0 | $ 282 | $ 0 | $ 3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 233,346 | $ 111,614 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, including debt cost | 30,146 | 23,294 |
Allowance for doubtful accounts | 26 | 1,270 |
Equity in losses of unconsolidated affiliates | 408 | 483 |
Stock-based payment compensation | 10,605 | 10,800 |
Gain on sale of property and equipment | (79) | (106) |
Deferred income taxes | 23,466 | (106) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (74,789) | (68,683) |
Vehicle pooling costs | (5,977) | (5,139) |
Inventories | 1,033 | (1,310) |
Prepaid expenses and other current assets | 894 | (216) |
Other assets | (801) | 448 |
Accounts payable and accrued liabilities | (4,599) | 3,702 |
Deferred revenue | 1,350 | 1,810 |
Income taxes receivable | (64,757) | (1,648) |
Income taxes payable | 5,934 | 7,897 |
Other liabilities | (678) | (789) |
Net cash provided by operating activities | 155,528 | 83,321 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (92,412) | (77,763) |
Proceeds from sale of property and equipment | 281 | 296 |
Proceeds from sale of assets held for sale | 105 | 100 |
Investment in unconsolidated affiliate | (1,050) | 0 |
Purchases of marketable securities | 0 | (21,119) |
Net cash used in investing activities | (93,076) | (98,486) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 20,381 | 944 |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 1,908 | 1,640 |
Repurchases of common stock | 0 | (325,000) |
Payments for employee stock-based tax withholdings | 134,638 | 0 |
Proceeds from the issuance of long-term debt, net of discount | 0 | 68,000 |
Proceeds from revolving loan facility, net of repayments | 72,000 | 0 |
Principal payments on long-term debt | 0 | (37,500) |
Net cash used in financing activities | (40,349) | (291,916) |
Effect of foreign currency translation | (3,000) | (7,515) |
Net increase (decrease) in cash and cash equivalents | 19,103 | (314,596) |
Cash and cash equivalents at beginning of period | 155,849 | 456,012 |
Cash and cash equivalents at end of period | 174,952 | 141,416 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 11,810 | 11,294 |
Income taxes paid, net of refunds | $ 4,616 | $ 55,413 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | NOTE 1 – Summary of Significant Accounting Policies Basis of Presentation and Description of Business Copart, Inc. (the Company) provides vehicle sellers with a full range of services to process and sell vehicles over the Internet through the Company’s Virtual Bidding Third Generation (VB3) Internet auction-style sales technology. Sellers are primarily insurance companies but also include banks and financial institutions, charities, car dealerships, fleet operators, vehicle rental companies, as well as cars sourced from the general public. The Company sells principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, and exporters; however, at certain locations, the Company sells directly to the general public. The majority of vehicles sold on behalf of insurance companies are either damaged vehicles deemed a total loss or not economically repairable by the insurance companies or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. The Company offers vehicle sellers a full range of services that expedite each stage of the vehicle sales process, minimize administrative and processing costs and maximize the ultimate sales price. In the United States (U.S.), Canada, Brazil, the United Arab Emirates (U.A.E.), Oman, Bahrain, Germany, Ireland, Spain and India, the Company sells vehicles primarily as an agent and derives revenue primarily from fees paid by vehicle sellers and vehicle buyers as well as related fees for services, such as towing and storage. In the United Kingdom (U.K.), the Company operates both as an agent and on a principal basis, purchasing the salvage vehicle outright from the insurance company and reselling the vehicle for its own account. In Germany and Spain, the Company also derives revenue from sales listing fees for listing vehicles on behalf of insurance companies. Principles of Consolidation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of its financial position as of January 31, 2017 and July 31, 2016 , its consolidated statements of income and comprehensive income for the three and six months ended January 31, 2017 and 2016 , and its cash flows for the six months ended January 31, 2017 and 2016 . Interim results for the three and six months ended January 31, 2017 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2017. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016 . Certain prior year amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, but are not limited to, vehicle pooling costs; self-insured reserves; allowance for doubtful accounts; income taxes; revenue recognition; stock-based payment compensation; purchase price allocations; long-lived asset and goodwill impairment calculations; and contingencies. Actual results could differ from these estimates. Revenue Recognition The Company provides a portfolio of services to its sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use the Company’s Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. The Company evaluates multiple-element arrangements relative to its member and seller agreements. The services provided to the seller of a vehicle involve disposing of a vehicle on the seller’s behalf and, under most of the Company’s current contracts, collecting the proceeds from the member. The Company applies Accounting Standard Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (ASU 2009-13) for revenue recognition. Pre-sale services, including towing, title processing, preparation and storage, as well as sale fees and other enhancement services meet the criteria for separate units of accounting. Revenue associated with each service is recognized upon completion of the respective service, net of applicable rebates or allowances. For certain sellers who are charged a proportionate fee based on the high bid of the vehicle, the revenue associated with the pre-sale services is recognized upon completion of the sale when the total arrangement is fixed and determinable. The estimated selling price of each service is determined based on management’s best estimate and allotted based on the relative selling price method. Vehicle sales, where vehicles are purchased and remarketed on the Company’s own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue. The Company also provides a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. The Company has concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method. The Company also charges members an annual registration fee for the right to participate in its vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no right of return, although the Company provides for bad debt expense in the case of non-performance by its members or sellers. The Company allocates arrangement consideration based upon management’s best estimate of the selling price of the separate units of accounting contained within arrangements including multiple deliverables. Significant inputs in the Company’s estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services. Vehicle Pooling Costs The Company defers in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by the Company, but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are certain facility costs, labor, transportation, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in subsequent periods on an average cost basis. Given the fixed cost nature of the Company’s business, there are no direct correlations for increases in expenses or units processed on vehicle pooling costs. The Company applies the provisions of accounting guidance for subsequent measurement of inventory to its vehicle pooling costs. The provision requires that items such as idle facility expenses, double freight and rehandling costs be recognized as current period charges regardless of whether they meet the criteria of “abnormal” as provided in the guidance. In addition, the guidance requires that the allocation of fixed production overhead to the costs of conversion be based on the normal capacity of production facilities. Foreign Currency Translation The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiaries into the U.S. dollar reporting currency. The Canadian dollar, British pound, U.A.E. dirham, Bahraini dinar, Omani rial, Brazilian real, Indian rupee, Chinese renminbi and Euro are the functional currencies of the Company’s foreign subsidiaries as they are the primary currencies within the economic environment in which each subsidiary operates. The original equity investment in the respective subsidiaries is translated at historical rates. Assets and liabilities of the respective subsidiary’s operations are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated into U.S. dollars at average exchange rates in effect during each reporting period. Adjustments resulting from the translation of each subsidiary’s financial statements are reported in other comprehensive income. The cumulative effects of foreign currency exchange rate fluctuations were as follows (in thousands): Cumulative loss on foreign currency translation as of July 31, 2015 $ (68,510 ) Loss on foreign currency translation (40,684 ) Cumulative loss on foreign currency translation as of July 31, 2016 $ (109,194 ) Loss on foreign currency translation (10,355 ) Cumulative loss on foreign currency translation as of January 31, 2017 $ (119,549 ) Income Taxes and Deferred Tax Assets Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax basis, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Excess tax benefits and deficiencies related to exercises of stock options are recognized as expense or benefit in the income statement as discrete items in the reporting period in which they occur. In accordance with the provisions of ASC 740, Income Taxes , a two-step approach is applied to the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on its consolidated statements of income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in checking, domestic certificates of deposit, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash and cash equivalents are placed with high credit quality financial institutions. Marketable Securities Marketable securities consist of marketable equity securities and are classified as available-for-sale and stated at fair value. The cost basis of the marketable securities is based on the specific identification method. Unrealized gains or losses relating to available-for-sale securities are recorded in accumulated other comprehensive income, net of income taxes. Reclassification adjustments out of accumulated other comprehensive income resulting from realized gains or losses from the sale of available-for-sale securities are included in other income. Other Assets Other assets consist of long-term deposits, contracted prepayments, notes receivable, and investments in unconsolidated affiliates. In accordance with ASC 323, Investments-Equity Method and Joint Ventures, the Company uses the equity method to account for investments in joint ventures and other unconsolidated entities if the Company has the ability to exercise significant influence over the financial and operating policies of those investees. Under the equity method, the Company records the initial investment in an entity at cost and subsequently adjusts the investment for the Company’s share of the affiliate’s undistributed earnings (losses) and distributions recorded in other income. The Company reviews the carrying amount of the investments in unconsolidated affiliates annually, or whenever circumstances indicate that the value of these investments may have declined. If the Company determines an investment is impaired on an other-than-temporary basis, a loss equal to the difference between the fair value of the investment and its carrying amount is recorded. Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in U.S. GAAP. In accordance with ASC 820, Fair Value Measurements and Disclosures , as amended by Accounting Standards Update 2011-04, the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level I Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level II Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level III Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate. The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, accounts receivable, accounts payable, accrued liabilities and Revolving Loan Facility approximated their fair values as of January 31, 2017 and July 31, 2016 , due to the short-term nature of those instruments, and are classified within Level II of the fair value hierarchy. Cash equivalents are classified within Level II of the fair value hierarchy because they are valued using quoted market prices of the underlying investments. See Note 2 – Long-Term Debt , and Note 4 – Fair Value Measures . Capitalized Software Costs The Company capitalizes system development costs and website development costs related to enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that impact the recoverability of these assets. Total gross capitalized software as of January 31, 2017 and July 31, 2016 was $53.5 million and $49.4 million , respectively. Accumulated amortization expense related to software as of January 31, 2017 and July 31, 2016 totaled $28.6 million and $20.9 million , respectively. Acquisitions The Company recognizes and measures identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations . The accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenues, cash flows and terminal value, which are then either discounted at an estimated discount rate or measured at an estimated royalty rate, and the fair value of other acquired assets and assumed liabilities, including potential contingencies and the useful lives of the assets. The projections are developed using internal forecasts, available industry and market data and estimates of long-term growth rates of the Company. Historical experience is additionally utilized, in which historical or current costs have approximated fair value for certain assets acquired. Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues, operating income and income before income taxes. The segments continue to share similar business models, services and economic characteristics, although recent changes in management structure as of July 31, 2016 and continued growth in the Company’s International region have resulted in the change in the reportable segments. Prior period reportable segment information has been adjusted to reflect the change in reportable segments. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 2 – Long-Term Debt Credit Agreement On December 3, 2014 , the Company entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., as syndication agent. The Credit Agreement provided for (a) a secured revolving loan facility in an aggregate principal amount of up to $300.0 million (Revolving Loan Facility), and (b) a secured term loan facility in an aggregate principal amount of $300.0 million (Term Loan), which was fully drawn at closing. The Term Loan amortized $18.8 million per quarter. On March 15, 2016 , the Company entered into a First Amendment to Credit Agreement (the “Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and Bank of America, N.A. The Amendment to Credit Agreement amends certain terms of the Credit Agreement, dated as of December 3, 2014 . The Amendment to Credit Agreement provides for (a) an increase in the secured revolving credit commitments by $50.0 million , bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $350.0 million , (b) a new secured term loan (Incremental Term Loan) in the aggregate principal amount of $93.8 million having a maturity date of March 15, 2021 , and (c) an extension of the termination date of the Revolving Loan Facility and the maturity date of the Term Loan from December 3, 2019 to March 15, 2021 . The Amendment to Credit Agreement extended the amortization period for the Term Loan, and decreased the quarterly amortization payments for that loan to $7.5 million per quarter. The Amendment to Credit Agreement additionally reduced the pricing levels under the Credit Agreement to a range of 0.15% to 0.30% in the case of the commitment fee, 1.125% to 2.0% in the case of the applicable margin for LIBOR loans, and 0.125% to 1.0% in the case of the applicable margin for base rate loans, based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. The Company borrowed the entire $93.8 million principal amount of the Incremental Term Loan concurrent with the closing of the Amendment to Credit Agreement. On July 21, 2016 , the Company entered into a Second Amendment to Credit Agreement (the “Second Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, SunTrust Bank, and Bank of America, N.A., as administrative agent (as successor in interest to Wells Fargo Bank). The Second Amendment to Credit Agreement amends certain terms of the Credit Agreement, dated as of December 3, 2014. The Second Amendment to Credit Agreement provides for, among other things, (a) an increase in the secured revolving credit commitments by $500.0 million , bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $850.0 million , (b) the repayment of existing term loans outstanding under the Credit Agreement, (c) an extension of the termination date of the revolving credit facility under the Credit Agreement from March 15, 2021 to July 21, 2021 , and (d) increased covenant flexibility. Concurrent with the closing of the Second Amendment to Credit Agreement, the Company prepaid in full the outstanding $242.5 million principal amount of the Term Loan and Incremental Term Loan under the Credit Agreement without premium or penalty. The Second Amendment to Credit Agreement reduced the pricing levels under the Credit Agreement to a range of 0.125% to 0.20% in the case of the commitment fee, 1.00% to 1.75% in the case of the applicable margin for LIBOR loans, and 0.0% to 0.75% in the case of the applicable margin for base rate loans, in each case depending on the Company’s consolidated total net leverage ratio. The principal purposes of these financing transactions were to increase the size and availability under the Company’s Revolving Loan Facility and to provide additional long-term financing. The proceeds are being used for general corporate purposes, including working capital and capital expenditures, potential share repurchases, acquisitions, or other investments relating to the Company’s expansion strategies in domestic and international markets. The Revolving Loan Facility under the Credit Agreement bears interest, at the election of the Company, at either (a) the Base Rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the Prime Rate in effect on such day; (ii) the Federal Funds Rate in effect on such date plus 0.50% ; or (iii) an adjusted LIBOR rate determined on the basis of a one-month interest period plus 1.0% , in each case plus an applicable margin ranging from 0.0% to 0.75% based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter; or (b) an adjusted LIBOR rate plus an applicable margin ranging from 1.00% to 1.75% depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. Interest is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate, and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBOR rate. The interest rate as of January 31, 2017 on the Company’s Revolving Loan Facility was the one month LIBOR rate of 0.77% plus an applicable margin of 1.25%. The carrying amount of the Credit Agreement is comprised of borrowings under which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value at January 31, 2017 , and was classified within Level II of the fair value hierarchy. Amounts borrowed under the Revolving Loan Facility may be repaid and reborrowed until the maturity date of July 21, 2021 . The Company is obligated to pay a commitment fee on the unused portion of the Revolving Loan Facility. The commitment fee rate ranges from 0.125% to 0.20% , depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter, on the average daily unused portion of the revolving credit commitment under the Credit Agreement. The Company had $310.0 million and $238.0 million of outstanding borrowings under the Revolving Loan Facility as of January 31, 2017 and July 31, 2016 , respectively. The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the assets of the subsidiary guarantors pursuant to a Security Agreement, dated December 3, 2014, among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions on and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Credit Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25 :1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50 :1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million ; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment. As of January 31, 2017 , the consolidated total net leverage ratio was 1.06 :1. Minimum liquidity as of January 31, 2017 was $694.9 million . Accordingly, the Company does not believe that the provisions of the Credit Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Credit Agreement as of January 31, 2017 . Note Purchase Agreement On December 3, 2014 , the Company entered into a Note Purchase Agreement and sold to certain purchasers (collectively, the Purchasers) $400.0 million in aggregate principal amount of senior secured notes (Senior Notes) consisting of (i) $100.0 million aggregate principal amount of 4.07% Senior Notes, Series A, due December 3, 2024 ; (ii) $100.0 million aggregate principal amount of 4.19% Senior Notes, Series B, due December 3, 2026 ; (iii) $100.0 million aggregate principal amount of 4.25% Senior Notes, Series C, due December 3, 2027 ; and (iv) $100.0 million aggregate principal amount of 4.35% Senior Notes, Series D, due December 3, 2029 . Interest is due and payable quarterly, in arrears, on each of the Senior Notes. Proceeds from the Note Purchase Agreement are being used for general corporate purposes. On July 21, 2016 , the Company entered into Amendment No. 1 to Note Purchase Agreement (the First Amendment to Note Purchase Agreement) which amended certain terms of the Note Purchase Agreement, including providing for increased flexibility substantially consistent with the changes included in the Second Amendment to Credit Agreement, including among other things increased covenant flexibility. The Company may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes. The Company’s obligations under the Note Purchase Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Note Purchase Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors. The obligations of the Company and its subsidiary guarantors under the Note Purchase Agreement will be treated on a pari passu basis with the obligations of those entities under the Credit Agreement as well as any additional debt the Company may obtain. The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Note Purchase Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25 :1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50 :1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million ; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment. As of January 31, 2017 , the consolidated total net leverage ratio was 1.06 :1. Minimum liquidity as of January 31, 2017 was $694.9 million . Accordingly, the Company does not believe that the provisions of the Note Purchase Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Note Purchase Agreement as of January 31, 2017 . Related to the execution of the Credit Agreement, First Amendment to Credit Agreement, Second Amendment to Credit Agreement, and the Note Purchase Agreement, the Company incurred $3.4 million in costs, of which $2.0 million was capitalized as debt issuance fees and $1.4 million was recorded as a reduction of the long-term debt proceeds as a debt discount. Both the debt issuance fees and debt discount are amortized to interest expense over the term of the respective debt instruments and are classified as reductions of the outstanding liability. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 3 – Goodwill and Intangible Assets The following table sets forth amortizable intangible assets by major asset class: (In thousands) January 31, 2017 July 31, 2016 Amortized intangibles: Covenants not to compete $ 1,708 $ 1,702 Supply contracts & customer relationships 26,689 26,471 Trade name 5,095 5,163 Licenses and databases 2,469 2,488 Accumulated amortization (27,023 ) (24,063 ) Net intangibles $ 8,938 $ 11,761 Aggregate amortization expense on amortizable intangible assets was $1.3 million and $1.5 million for the three months ended January 31, 2017 and 2016 , respectively, and $2.6 million and $3.0 million for the six months ended January 31, 2017 and 2016 , respectively. The change in the carrying amount of goodwill was as follows (in thousands): Balance as of July 31, 2016 $ 260,198 Effect of foreign currency exchange rates (3,331 ) Balance as of January 31, 2017 $ 256,867 |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | NOTE 4 – Fair Value Measures The following table summarizes the fair value of the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis based on inputs used to derive their fair values: January 31, 2017 July 31, 2016 (In thousands) Fair Value Total Significant Observable Inputs (Level II) Fair Value Total Significant Observable Inputs (Level II) Assets Cash equivalents $ 10,449 $ 10,449 $ 8,422 $ 8,422 Total Assets $ 10,449 $ 10,449 $ 8,422 $ 8,422 Liabilities Long-term fixed rate debt, including current portion $ 396,093 $ 396,093 $ 430,375 $ 430,375 Revolving loan facility 310,000 310,000 238,000 238,000 Total Liabilities $ 706,093 $ 706,093 $ 668,375 $ 668,375 During the six months ended January 31, 2017 , no transfers were made between any levels within the fair value hierarchy. See Note 1 – Summary of Significant Accounting Policies , and Note 2 – Long-Term Debt . |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jan. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NOTE 5 – Net Income Per Share The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2017 2016 2017 2016 Weighted average common shares outstanding 114,571 117,306 113,644 118,731 Effect of dilutive securities - stock options 3,223 7,306 4,692 7,147 Weighted average common and dilutive potential common shares outstanding 117,794 124,612 118,336 125,878 There were no material adjustments to net income required in calculating diluted net income per share. Excluded from the dilutive earnings per share calculation were 438,561 and 7,753,494 shares underlying outstanding stock options for the three months ended January 31, 2017 and 2016 , respectively, and 637,122 and 7,731,856 for the six months ended January 31, 2017 and 2016 , respectively, because their inclusion would have been anti-dilutive. |
Stock-based Payment Compensatio
Stock-based Payment Compensation | 6 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Payment Compensation | NOTE 6 – Stock-based Payment Compensation The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the award. The following is a summary of activity for the Company’s stock options for the six months ended January 31, 2017 : (In thousands, except per share and term data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding as of July 31, 2016 19,451 $ 24.30 4.96 $ 508,401 Grants of options 428 55.02 Exercises (9,892 ) 16.07 Forfeitures or expirations (131 ) 36.22 Outstanding as of January 31, 2017 9,856 $ 33.75 6.85 $ 226,630 Exercisable as of January 31, 2017 5,728 $ 30.73 6.14 $ 148,998 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. The number of options that were in-the-money was 9,856,163 at January 31, 2017 . The table below sets forth the stock-based payment compensation recognized by the Company: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2017 2016 2017 2016 General and administrative $ 4,712 $ 4,710 $ 8,996 $ 9,438 Yard operations 808 676 1,609 1,362 Total stock-based payment compensation $ 5,520 $ 5,386 $ 10,605 $ 10,800 In accordance with ASC 718 , Compensation – Stock Compensation , the Company made an estimate of expected forfeitures and recognized compensation cost only for those equity awards expected to vest. In October 2013, the Compensation Committee of the Company’s Board of Directors, subject to stockholder approval (which was subsequently obtained at the December 16, 2013 annual meeting of stockholders), approved the grant to each of A. Jayson Adair, the Company’s Chief Executive Officer, and Vincent W. Mitz, the Company’s President, of nonqualified stock options to purchase 2,000,000 and 1,500,000 shares of the Company’s common stock, respectively, at an exercise price of $35.62 per share, which equaled the closing price of the Company’s common stock on December 16, 2013, the effective date of grant. Such grants were made in lieu of any cash salary or bonus compensation in excess of $1.00 per year or the grant of any additional equity incentives for a five -year period. Each option will become exercisable over five years, subject to continued service by Mr. Adair and Mr. Mitz, with 20% vesting on April 15, 2015 and December 16, 2014, respectively, and the balance vesting monthly over the subsequent four years. Each option will become fully vested, assuming continued service on April 15, 2019 and December 16, 2018, respectively. If, upon or following a change in control, either the Company or a successor entity terminates the executive’s service without cause, or the executive resigns for good reason (as defined in the option agreement), then 100% of the shares subject to his stock option will immediately vest. On June 2, 2015, the Compensation Committee of the Company’s Board of Directors approved the amendment of each of the stand-alone stock option agreements, by and between the Company and A. Jayson Adair and Vincent W. Mitz, respectively, to remove the provision providing at times prior to a “change in control” for the immediate vesting in full of the underlying option upon an involuntary termination of Mr. Adair or Mr. Mitz, as applicable, without “cause.” The fair value of each option at the date of grant was $11.43 . The total estimated compensation expense to be recognized by the Company over the five year estimated service period for these options is $40.0 million . The Company recognized $3.8 million in compensation expenses for these grants in the six months ended January 31, 2017 and 2016 . |
Stock Repurchases
Stock Repurchases | 6 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Common Stock Repurchases | NOTE 7 – Stock Repurchases On September 22, 2011 , the Company’s Board of Directors approved a 40 million share increase in the stock repurchase program, bringing the total current authorization to 98 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time. The Company did not repurchase any shares of its common stock under the program during the six months ended January 31, 2017 or 2016. As of January 31, 2017 , the total number of shares repurchased under the program was 53,456,801 , and 44,543,199 shares were available for repurchase under the program. On July 9, 2015 , the Company completed a modified “Dutch Auction” tender offer, or tender offer, to purchase up to 13,888,888 shares of its common stock at a price not greater than $36.00 nor less than $34.75 per share. In connection with the tender offer, the Company accepted for payment an aggregate of 6,254,061 shares of its common stock at a purchase price of $36.00 per share for a total value of $225.1 million . Additionally, on December 30, 2015 , the Company completed a modified “Dutch Auction” tender offer, or tender offer, to purchase up to 7,317,073 shares of its common stock at a price not greater than $41.00 nor less than $38.00 per share. In connection with the tender offer, the Company accepted for payment an aggregate of 8,333,333 shares of its common stock at a purchase price of $39.00 per share for a total value of $325.0 million . The Company’s directors and executive officers did not participate in the tender offers. The shares repurchased as a result of the tender offers were not part of the Company’s stock repurchase program. In fiscal 2017 and fiscal 2016, certain executive officers and other employees exercised stock options through cashless exercises. A portion of the options exercised were net settled in satisfaction of the exercise price and federal and state statutory tax withholding requirements. The Company remitted $134.6 million for the six months ended January 31, 2017 to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements. The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Tax Withholding (in 000s) FY 2016—Q4 1,130,000 $ 18.64 410,648 293,152 426,200 $ 51.30 $ 15,039 FY 2017—Q1 9,000,000 15.39 2,704,486 2,627,661 3,667,853 51.23 134,615 (1) Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program. |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – Income Taxes The Company applies the provisions of the accounting standard for uncertain tax positions to its income taxes. For benefits to be realized, a tax position must be more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company’s effective income tax rates were 34.0% , and 35.6% for the three months ended January 31, 2017 and 2016 , respectively, and (15.2)% , and 35.7% for the six months ended January 31, 2017 and 2016 . The decrease in the overall tax rate was the result of recognizing excess tax benefits from the exercise of employee stock options of $102.7 million for the six months ended January 31, 2017 as compared to $0.2 million for the six months ended January 31, 2016 . As of January 31, 2017 , the gross amounts of the Company’s liabilities for unrecognized tax benefits of $27.5 million , including interest and penalties, were classified as long-term income taxes payable in the accompanying consolidated balance sheets. Over the next twelve months, the Company’s existing positions will continue to generate an increase in liabilities for unrecognized tax benefits, as well as a likely decrease in liabilities as a result of the lapse of the applicable statute of limitations and the conclusion of income tax audits. The expected decrease in liabilities relating to unrecognized tax benefits will have a positive effect on the Company’s consolidated results of operations and financial position when realized. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently under examination by certain taxing authorities in the U.S. for fiscal years between 2011 and 2015. At this time, the Company does not believe that the outcome of any examination will have a material impact on the Company’s consolidated results of operations and financial position. The Company has not provided for U.S. federal income and foreign withholding taxes on its foreign subsidiaries’ undistributed earnings as of January 31, 2017 because the Company intends to reinvest such earnings indefinitely in its foreign operations. Specifically, the earnings will be dedicated to the following areas outside the U.S. (i) funding operating and capital spending needs in existing foreign markets; (ii) funding merger and acquisition deals both in existing and new foreign markets; and (iii) other investments to help expand the Company’s footprint in foreign emerging markets. The Company does not anticipate the need for any foreign cash in the U.S. operations. It is not practical to determine the taxes that might be incurred if these earnings were to be distributed in the form of dividends or otherwise. If distributed, however, foreign tax credits may become available under current law to reduce or eliminate the resultant U.S. income tax liability. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jan. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | NOTE 9 – Recent Accounting Pronouncements Pending In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs and eliminates the exception for an intra-entity transfer of an asset, other than inventory. This ASU is effective for annual and interim periods beginning after December 15, 2017, is required to be adopted using a modified retrospective approach; however early adoption is permitted. The Company is continuing its assessment of the impact of ASU 2016-16 may have on the Company’s consolidated results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2018 and adoption is to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients; however early adoption is permitted. Based on a preliminary assessment, the Company expects that most of its operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a significant increase in the assets and liabilities on the Company’s consolidated balance sheets. The Company is continuing its assessment, which may identify additional impacts ASU 2016-02 may have on the Company’s consolidated results of operations, financial position, and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which requires companies to classify all deferred tax assets and liabilities as non-current on the balance sheet, rather than separating deferred taxes into current and non-current amounts. This ASU is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2016 and can be adopted prospectively or retrospectively; however, early adoption is permitted. The Company’s adoption of ASU 2015-17 will not have a material impact on the Company’s consolidated results of operations and financial position. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2017. ASU 2014-09 allows adoption with either retrospective application to each period presented, or retrospective application with the cumulative effect recognized as of the date of initial application. ASU 2014-09 will be effective for the Company beginning with the first quarter of fiscal year 2019, the three months ended October 31, 2018. The Company is currently evaluating the impact of implementing ASU 2014-09 on the consolidated financial statements, as well as evaluating the transition alternatives. While the Company is continuing to assess all potential impacts of ASU 2014-09, it currently believes the most significant impact relates to the Company’s performance obligations through the determination of distinct and separately identifiable services, which may be different from the Company’s current separate units of accounting under ASU 2009-13. Changes in revenue recognition requirements regarding the Company’s performance obligations within its service contracts could potentially result in the earlier recognition of revenue and associated costs. Due to the complexity of the Company’s contracts, the actual revenue recognition treatment required under ASU 2014-09 may be dependent on contract-specific terms and vary in some instances. Adopted In January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805): Clarifying the Definition of a Business . This ASU clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted ASU 2017-01 during the second quarter of fiscal 2017 and the adoption did not have a material impact on the Company’s consolidated results of operations and financial position. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payments, including income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. Additionally, excess tax benefits are classified as an operating activity on the consolidated statements of cash flows. The Company early adopted ASU 2016-09 during the fourth quarter of fiscal 2016 on a modified retrospective basis. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810), which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU was effective for annual and interim periods within those annual reporting periods beginning after December 15, 2015. The Company’s adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated results of operations and financial position. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 10 – Legal Proceedings The Company is subject to threats of litigation and is involved in actual litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, contract disputes, and handling or disposal of vehicles. The material pending legal proceedings to which the Company is a party, or of which any of the Company’s property is subject, include the following matters. On November 1, 2013, the Company filed suit against Sparta Consulting, Inc. (now known as KPIT) in the 44th Judicial District Court of Dallas County, Texas, alleging fraud, fraudulent inducement, and/or promissory fraud, negligent misrepresentation, unfair business practices pursuant to California Business and Professions Code § 17200, breach of contract, declaratory judgment, and attorney’s fees. The Company seeks compensatory and exemplary damages, disgorgement of amounts paid, attorney’s fees, pre- and post-judgment interest, costs of suit, and a judicial declaration of the parties’ rights, duties, and obligations under the Implementation Services Agreement dated October 6, 2011. The suit arises out of the Company’s September 17, 2013 decision to terminate the Implementation Services Agreement, under which KPIT was to design, implement, and deliver a customized replacement enterprise resource planning system for the Company. On January 2, 2014, KPIT removed this suit to the United States District Court for the Northern District of Texas. On August 11, 2014, the Northern District of Texas transferred the suit to the United States District Court for the Eastern District of California for convenience. On January 8, 2014, KPIT filed suit against the Company in the United States District Court for the Eastern District of California, alleging breach of contract, promissory estoppel, breach of the implied covenant of good faith and fair dealing, account stated, quantum meruit, unjust enrichment, and declaratory relief. KPIT seeks compensatory and exemplary damages, prejudgment interest, costs of suit, and a judicial declaration of the parties’ rights, duties, and obligations under the Implementation Services Agreement. On June 8, 2016, the Company amended its complaint to include claims that KPIT stole certain intellectual property owned by the Company and acted negligently in its provision of services. The Company is pursuing its claim for damages, and defending against KPIT’s claim for damages. The Company provides for costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future consolidated results of operations and cash flows cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. The Company believes that any ultimate liability will not have a material effect on its consolidated results of operations, financial position or cash flows. However, the amount of the liabilities associated with these claims, if any, cannot be determined with certainty. The Company maintains insurance which may or may not provide coverage for claims made against the Company. There is no assurance that there will be insurance coverage available when and if needed. Additionally, the insurance that the Company carries requires that the Company pay for costs and/or claims exposure up to the amount of the insurance deductibles negotiated when the insurance is purchased. Governmental Proceedings The Georgia Department of Revenue, or DOR, has conducted a sales and use tax audit of the Company’s operations in Georgia for the period from January 1, 2007 through June 30, 2011. As a result of their initial audit, the DOR issued a notice of proposed assessment for uncollected sales taxes in which it asserted that the Company failed to collect and remit sales taxes totaling $73.8 million , including penalties and interest. According to the DOR, the proposed assessment was based on its initial determination that the Company’s sales did not constitute nontaxable sales for resale. The Company subsequently engaged a Georgia law firm and outside tax advisors to review the conduct of its business operations in Georgia, the notice of proposed assessment, and the DOR’s policy position. In particular, the Company’s outside legal counsel provided the Company an opinion that the sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax. In rendering its opinion, the Company’s counsel noted that non-U.S. registered resellers are unable to comply strictly with technical requirements for a Georgia certificate of exemption but concluded that its sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax notwithstanding this technical inability to comply. Since the Company’s receipt of the notice of proposed assessment, the Company and its counsel have engaged in active discussions with the DOR to resolve the matter. On June 5, 2015 , following the Company’s discussions and after additional review of documentation, the DOR provided the Company with revised audit work papers computing a sales tax liability of $2.7 million before interest and any penalties. On June 22, 2015 , representatives of the DOR and the Office of the Attorney General for the State of Georgia informed the Company’s counsel that the DOR intended to issue a formal notice of assessment for an estimated $100.0 million , based on the DOR’s original proposed assessment of $73.8 million plus additional accumulated interest and penalties. On August 4, 2015 , the DOR issued an official Assessment and Demand for Payment for $96.1 million for sales taxes, penalties, and interest that the DOR alleges the Company owes the State of Georgia. The Company filed an appeal of this notice of assessment from the DOR with the Georgia Tax Tribunal on September 3, 2015. On August 5, 2016, the DOR filed a response in which it denied all allegations noted in the Company’s appeal of the notice of assessment. The Company continues to substantiate its position that these transactions are nontaxable sales for resale by providing the DOR with documentation supporting the exempt nature of these sales. Based on the opinion from the Company’s outside law firm, advice from its outside tax advisors, and the Company’s best estimate of a probable outcome, the Company has adequately provided for the payment of any assessment in its consolidated financial statements. The Company believes it has strong defenses to the DOR’s notice of assessment and intends to defend this matter. There can be no assurance that this matter will be resolved in the Company’s favor or that the Company will not ultimately be required to make a substantial payment to the Georgia DOR. The Company understands that litigating and defending the matter in Georgia could be expensive and time-consuming and result in substantial management distraction. If the matter were to be resolved in a manner adverse to the Company, it could have a material adverse effect on the Company’s consolidated results of operations and financial position. |
Segments and Other Geographic R
Segments and Other Geographic Reporting (Notes) | 6 Months Ended |
Jan. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Segment Reporting Disclosure | NOTE 11 – Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues, operating income and income before income taxes. The segments continue to share similar business models, services and economic characteristics, although recent changes in management structure as of July 31, 2016 and continued growth in the Company’s International region have resulted in the change in the reportable segments. Prior period reportable segment information has been adjusted to reflect the change in the Company’s reportable segments. Intercompany income (expense) is primarily related to charges for services provided by the U.S. segment. The following tables present financial information by segment: Three Months Ended January 31, 2017 Three Months Ended January 31, 2016 (In thousands) United States International Total United States International Total Total service revenues and vehicle sales $ 286,911 $ 62,621 $ 349,532 $ 238,261 $ 61,445 $ 299,706 Yard operations 146,195 22,886 169,081 119,132 21,833 140,965 Cost of vehicle sales 14,473 19,213 33,686 12,833 21,294 34,127 General and administrative 32,651 5,234 37,885 27,243 5,286 32,529 Operating income 93,592 15,288 108,880 79,053 13,032 92,085 Interest (expense) income, net (6,063 ) 303 (5,760 ) (5,463 ) 495 (4,968 ) Other income (expense), net 334 (3,355 ) (3,021 ) 60 4,375 4,435 Intercompany income (expense) 2,947 (2,947 ) — 3,195 (3,195 ) — Income before income taxes 90,810 9,289 100,099 76,845 14,707 91,552 Income taxes 31,677 2,356 34,033 29,329 3,219 32,548 Net income $ 59,133 $ 6,933 $ 66,066 $ 47,516 $ 11,488 $ 59,004 Depreciation and amortization $ 12,667 $ 2,548 $ 15,215 $ 9,286 $ 2,405 $ 11,691 Capital expenditures 51,541 2,662 54,203 56,997 599 57,596 Six Months Ended January 31, 2017 Six Months Ended January 31, 2016 (In thousands) United States International Total United States International Total Total service revenues and vehicle sales $ 571,973 $ 123,550 $ 695,523 $ 468,726 $ 119,818 $ 588,544 Yard operations 292,548 44,144 336,692 234,250 42,624 276,874 Cost of vehicle sales 28,722 38,051 66,773 25,559 40,636 66,195 General and administrative 68,129 10,225 78,354 56,925 10,219 67,144 Operating income 182,574 31,130 213,704 151,992 26,339 178,331 Interest (expense) income, net (11,924 ) 542 (11,382 ) (11,059 ) 578 (10,481 ) Other income (expense), net 89 222 311 361 5,101 5,462 Intercompany income (expense) 5,655 (5,655 ) — 5,994 (5,994 ) — Income before income taxes 176,394 26,239 202,633 147,288 26,024 173,312 Income tax (benefit) expense (36,626 ) 5,913 (30,713 ) 56,140 5,558 61,698 Net income $ 213,020 $ 20,326 $ 233,346 $ 91,148 $ 20,466 $ 111,614 Depreciation and amortization $ 25,053 $ 4,871 $ 29,924 $ 18,335 $ 4,877 $ 23,212 Capital expenditures 88,062 4,350 92,412 76,318 1,445 77,763 January 31, 2017 July 31, 2016 (In thousands) United States International Total United States International Total Total assets $ 1,422,145 $ 419,096 $ 1,841,241 $ 1,249,755 $ 400,065 $ 1,649,820 Goodwill 179,906 76,961 256,867 179,906 80,292 260,198 |
Description of Business and S19
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of its financial position as of January 31, 2017 and July 31, 2016 , its consolidated statements of income and comprehensive income for the three and six months ended January 31, 2017 and 2016 , and its cash flows for the six months ended January 31, 2017 and 2016 . Interim results for the three and six months ended January 31, 2017 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2017. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016 . Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, but are not limited to, vehicle pooling costs; self-insured reserves; allowance for doubtful accounts; income taxes; revenue recognition; stock-based payment compensation; purchase price allocations; long-lived asset and goodwill impairment calculations; and contingencies. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company provides a portfolio of services to its sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use the Company’s Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. The Company evaluates multiple-element arrangements relative to its member and seller agreements. The services provided to the seller of a vehicle involve disposing of a vehicle on the seller’s behalf and, under most of the Company’s current contracts, collecting the proceeds from the member. The Company applies Accounting Standard Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (ASU 2009-13) for revenue recognition. Pre-sale services, including towing, title processing, preparation and storage, as well as sale fees and other enhancement services meet the criteria for separate units of accounting. Revenue associated with each service is recognized upon completion of the respective service, net of applicable rebates or allowances. For certain sellers who are charged a proportionate fee based on the high bid of the vehicle, the revenue associated with the pre-sale services is recognized upon completion of the sale when the total arrangement is fixed and determinable. The estimated selling price of each service is determined based on management’s best estimate and allotted based on the relative selling price method. Vehicle sales, where vehicles are purchased and remarketed on the Company’s own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue. The Company also provides a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. The Company has concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method. The Company also charges members an annual registration fee for the right to participate in its vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no right of return, although the Company provides for bad debt expense in the case of non-performance by its members or sellers. The Company allocates arrangement consideration based upon management’s best estimate of the selling price of the separate units of accounting contained within arrangements including multiple deliverables. Significant inputs in the Company’s estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services. |
Vehicle Pooling Costs | Vehicle Pooling Costs The Company defers in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by the Company, but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are certain facility costs, labor, transportation, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in subsequent periods on an average cost basis. Given the fixed cost nature of the Company’s business, there are no direct correlations for increases in expenses or units processed on vehicle pooling costs. The Company applies the provisions of accounting guidance for subsequent measurement of inventory to its vehicle pooling costs. The provision requires that items such as idle facility expenses, double freight and rehandling costs be recognized as current period charges regardless of whether they meet the criteria of “abnormal” as provided in the guidance. In addition, the guidance requires that the allocation of fixed production overhead to the costs of conversion be based on the normal capacity of production facilities. |
Foreign Currency Translation | Foreign Currency Translation The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiaries into the U.S. dollar reporting currency. The Canadian dollar, British pound, U.A.E. dirham, Bahraini dinar, Omani rial, Brazilian real, Indian rupee, Chinese renminbi and Euro are the functional currencies of the Company’s foreign subsidiaries as they are the primary currencies within the economic environment in which each subsidiary operates. The original equity investment in the respective subsidiaries is translated at historical rates. Assets and liabilities of the respective subsidiary’s operations are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated into U.S. dollars at average exchange rates in effect during each reporting period. Adjustments resulting from the translation of each subsidiary’s financial statements are reported in other comprehensive income. |
Income Taxes and Deferred Tax Assets | Income Taxes and Deferred Tax Assets Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax basis, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Excess tax benefits and deficiencies related to exercises of stock options are recognized as expense or benefit in the income statement as discrete items in the reporting period in which they occur. In accordance with the provisions of ASC 740, Income Taxes , a two-step approach is applied to the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on its consolidated statements of income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in checking, domestic certificates of deposit, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash and cash equivalents are placed with high credit quality financial institutions. |
Marketable Securities | Marketable Securities Marketable securities consist of marketable equity securities and are classified as available-for-sale and stated at fair value. The cost basis of the marketable securities is based on the specific identification method. Unrealized gains or losses relating to available-for-sale securities are recorded in accumulated other comprehensive income, net of income taxes. Reclassification adjustments out of accumulated other comprehensive income resulting from realized gains or losses from the sale of available-for-sale securities are included in other income. |
Other Assets | Other Assets Other assets consist of long-term deposits, contracted prepayments, notes receivable, and investments in unconsolidated affiliates. In accordance with ASC 323, Investments-Equity Method and Joint Ventures, the Company uses the equity method to account for investments in joint ventures and other unconsolidated entities if the Company has the ability to exercise significant influence over the financial and operating policies of those investees. Under the equity method, the Company records the initial investment in an entity at cost and subsequently adjusts the investment for the Company’s share of the affiliate’s undistributed earnings (losses) and distributions recorded in other income. The Company reviews the carrying amount of the investments in unconsolidated affiliates annually, or whenever circumstances indicate that the value of these investments may have declined. If the Company determines an investment is impaired on an other-than-temporary basis, a loss equal to the difference between the fair value of the investment and its carrying amount is recorded. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in U.S. GAAP. In accordance with ASC 820, Fair Value Measurements and Disclosures , as amended by Accounting Standards Update 2011-04, the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level I Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level II Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level III Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate. The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, accounts receivable, accounts payable, accrued liabilities and Revolving Loan Facility approximated their fair values as of January 31, 2017 and July 31, 2016 , due to the short-term nature of those instruments, and are classified within Level II of the fair value hierarchy. Cash equivalents are classified within Level II of the fair value hierarchy because they are valued using quoted market prices of the underlying investments. See Note 2 – Long-Term Debt , and Note 4 – Fair Value Measures . |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes system development costs and website development costs related to enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that impact the recoverability of these assets. |
Acquisitions | Acquisitions The Company recognizes and measures identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations . The accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenues, cash flows and terminal value, which are then either discounted at an estimated discount rate or measured at an estimated royalty rate, and the fair value of other acquired assets and assumed liabilities, including potential contingencies and the useful lives of the assets. The projections are developed using internal forecasts, available industry and market data and estimates of long-term growth rates of the Company. Historical experience is additionally utilized, in which historical or current costs have approximated fair value for certain assets acquired. |
Segments and Other Geographic Reporting | Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues, operating income and income before income taxes. The segments continue to share similar business models, services and economic characteristics, although recent changes in management structure as of July 31, 2016 and continued growth in the Company’s International region have resulted in the change in the reportable segments. Prior period reportable segment information has been adjusted to reflect the change in reportable segments. |
Recent Accounting Pronouncements | Pending In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs and eliminates the exception for an intra-entity transfer of an asset, other than inventory. This ASU is effective for annual and interim periods beginning after December 15, 2017, is required to be adopted using a modified retrospective approach; however early adoption is permitted. The Company is continuing its assessment of the impact of ASU 2016-16 may have on the Company’s consolidated results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2018 and adoption is to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients; however early adoption is permitted. Based on a preliminary assessment, the Company expects that most of its operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a significant increase in the assets and liabilities on the Company’s consolidated balance sheets. The Company is continuing its assessment, which may identify additional impacts ASU 2016-02 may have on the Company’s consolidated results of operations, financial position, and related disclosures. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which requires companies to classify all deferred tax assets and liabilities as non-current on the balance sheet, rather than separating deferred taxes into current and non-current amounts. This ASU is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2016 and can be adopted prospectively or retrospectively; however, early adoption is permitted. The Company’s adoption of ASU 2015-17 will not have a material impact on the Company’s consolidated results of operations and financial position. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2017. ASU 2014-09 allows adoption with either retrospective application to each period presented, or retrospective application with the cumulative effect recognized as of the date of initial application. ASU 2014-09 will be effective for the Company beginning with the first quarter of fiscal year 2019, the three months ended October 31, 2018. The Company is currently evaluating the impact of implementing ASU 2014-09 on the consolidated financial statements, as well as evaluating the transition alternatives. While the Company is continuing to assess all potential impacts of ASU 2014-09, it currently believes the most significant impact relates to the Company’s performance obligations through the determination of distinct and separately identifiable services, which may be different from the Company’s current separate units of accounting under ASU 2009-13. Changes in revenue recognition requirements regarding the Company’s performance obligations within its service contracts could potentially result in the earlier recognition of revenue and associated costs. Due to the complexity of the Company’s contracts, the actual revenue recognition treatment required under ASU 2014-09 may be dependent on contract-specific terms and vary in some instances. Adopted In January 2017, the FASB issued ASU 2017-01, Business Combination (Topic 805): Clarifying the Definition of a Business . This ASU clarifies the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company early adopted ASU 2017-01 during the second quarter of fiscal 2017 and the adoption did not have a material impact on the Company’s consolidated results of operations and financial position. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payments, including income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. Additionally, excess tax benefits are classified as an operating activity on the consolidated statements of cash flows. The Company early adopted ASU 2016-09 during the fourth quarter of fiscal 2016 on a modified retrospective basis. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810), which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU was effective for annual and interim periods within those annual reporting periods beginning after December 15, 2015. The Company’s adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated results of operations and financial position. |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of foreign currency translation | The cumulative effects of foreign currency exchange rate fluctuations were as follows (in thousands): Cumulative loss on foreign currency translation as of July 31, 2015 $ (68,510 ) Loss on foreign currency translation (40,684 ) Cumulative loss on foreign currency translation as of July 31, 2016 $ (109,194 ) Loss on foreign currency translation (10,355 ) Cumulative loss on foreign currency translation as of January 31, 2017 $ (119,549 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of aggregate amortization expense on intangible assets | The following table sets forth amortizable intangible assets by major asset class: (In thousands) January 31, 2017 July 31, 2016 Amortized intangibles: Covenants not to compete $ 1,708 $ 1,702 Supply contracts & customer relationships 26,689 26,471 Trade name 5,095 5,163 Licenses and databases 2,469 2,488 Accumulated amortization (27,023 ) (24,063 ) Net intangibles $ 8,938 $ 11,761 |
Schedule of change in carrying amount of goodwill (in thousands) | The change in the carrying amount of goodwill was as follows (in thousands): Balance as of July 31, 2016 $ 260,198 Effect of foreign currency exchange rates (3,331 ) Balance as of January 31, 2017 $ 256,867 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Financial Assets and Liabilities | The following table summarizes the fair value of the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis based on inputs used to derive their fair values: January 31, 2017 July 31, 2016 (In thousands) Fair Value Total Significant Observable Inputs (Level II) Fair Value Total Significant Observable Inputs (Level II) Assets Cash equivalents $ 10,449 $ 10,449 $ 8,422 $ 8,422 Total Assets $ 10,449 $ 10,449 $ 8,422 $ 8,422 Liabilities Long-term fixed rate debt, including current portion $ 396,093 $ 396,093 $ 430,375 $ 430,375 Revolving loan facility 310,000 310,000 238,000 238,000 Total Liabilities $ 706,093 $ 706,093 $ 668,375 $ 668,375 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of basic weighted shares outstanding to diluted weighted average shares outstanding | The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2017 2016 2017 2016 Weighted average common shares outstanding 114,571 117,306 113,644 118,731 Effect of dilutive securities - stock options 3,223 7,306 4,692 7,147 Weighted average common and dilutive potential common shares outstanding 117,794 124,612 118,336 125,878 |
Stock-based Payment Compensat24
Stock-based Payment Compensation (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of option activity for stock options | The following is a summary of activity for the Company’s stock options for the six months ended January 31, 2017 : (In thousands, except per share and term data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding as of July 31, 2016 19,451 $ 24.30 4.96 $ 508,401 Grants of options 428 55.02 Exercises (9,892 ) 16.07 Forfeitures or expirations (131 ) 36.22 Outstanding as of January 31, 2017 9,856 $ 33.75 6.85 $ 226,630 Exercisable as of January 31, 2017 5,728 $ 30.73 6.14 $ 148,998 |
Recognized stock-based compensation expense | The table below sets forth the stock-based payment compensation recognized by the Company: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2017 2016 2017 2016 General and administrative $ 4,712 $ 4,710 $ 8,996 $ 9,438 Yard operations 808 676 1,609 1,362 Total stock-based payment compensation $ 5,520 $ 5,386 $ 10,605 $ 10,800 |
Stock Repurchases (Tables)
Stock Repurchases (Tables) | 6 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Summary of stock options exercised | The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Tax Withholding (in 000s) FY 2016—Q4 1,130,000 $ 18.64 410,648 293,152 426,200 $ 51.30 $ 15,039 FY 2017—Q1 9,000,000 15.39 2,704,486 2,627,661 3,667,853 51.23 134,615 (1) Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program. |
Description of Business and S26
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Jul. 31, 2016 | |
Cumulative Translation Adjustment Summary [Roll Forward] | ||
Cumulative loss on foreign currency translation, Begining balance | $ (109,194) | $ (68,510) |
Loss on foreign currency translation | (10,355) | (40,684) |
Cumulative loss on foreign currency translation, Ending balance | $ (119,549) | $ (109,194) |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies (Details Textual) $ in Millions | 6 Months Ended | |
Jan. 31, 2017USD ($) | Jul. 31, 2016USD ($) | |
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Tax benefits realized upon ultimate settlement, Description | The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. | |
Capitalized software costs | $ 53.5 | $ 49.4 |
Accumulated amortization expense | $ 28.6 | $ 20.9 |
Number of operating segments | 2 | |
Number of reportable segment | 2 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Jul. 21, 2016 | Dec. 03, 2014 | Jul. 21, 2016 | Jan. 31, 2017 | Mar. 14, 2016 | Jul. 21, 2016 | Jul. 31, 2016 | Mar. 15, 2016 |
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Mar. 15, 2021 | |||||||
Minimum Liquidity | $ 694.9 | |||||||
Scenario 1 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Covenant Terms 1 | 325.00% | |||||||
Note Agreement, Covenant Terms | 325.00% | |||||||
Scenario 2 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Covenant Terms 1 | 350.00% | |||||||
Note Agreement, Covenant Terms | 350.00% | |||||||
Scenario 3 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | 50 | |||||||
Scenario 4 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Debt | 75 | |||||||
Revolving Credit Facility | Line of Credit | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.15% | |||||||
Revolving Credit Facility | Line of Credit | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | |||||||
Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Outstanding borrowings | $ 310 | |||||||
Credit Agreement | Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Dec. 3, 2019 | |||||||
LIBOR variable interest rate | LIBOR rate of 0.77% plus an applicable margin of 1.25%. | |||||||
Note Purchase Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance cost | $ 3.4 | |||||||
Debt issuance fees | $ 2 | $ 2 | 2 | |||||
Reduction of long term debt | 1.4 | $ 1.4 | 1.4 | |||||
Note Purchase Agreement | Senior Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument principal amount | $ 400 | |||||||
Note Purchase Agreement | Senior Notes, Series A | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Dec. 3, 2024 | |||||||
Debt instrument principal amount | $ 100 | |||||||
Debt instrument, interest rate | 4.07% | |||||||
Note Purchase Agreement | Senior Notes, Series B | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Dec. 3, 2026 | |||||||
Debt instrument principal amount | $ 100 | |||||||
Debt instrument, interest rate | 4.19% | |||||||
Note Purchase Agreement | Senior Notes, Series C | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Dec. 3, 2027 | |||||||
Debt instrument, interest rate | 4.25% | |||||||
Note Purchase Agreement | Senior Notes, Series D | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Dec. 3, 2029 | |||||||
Debt instrument principal amount | $ 100 | |||||||
Senior Notes, Series D | Senior Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, interest rate | 4.35% | |||||||
Senior Notes, Series C | Senior Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument principal amount | $ 100 | |||||||
Federal Funds Effective Swap Rate | Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.50% | |||||||
London Interbank Offered Rate (LIBOR) | Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | |||||||
London Interbank Offered Rate (LIBOR), Adjusted LIBOR One | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.125% | |||||||
London Interbank Offered Rate (LIBOR), Adjusted LIBOR One | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | |||||||
London Interbank Offered Rate (LIBOR) Adjusted LIBOR Two | Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.125% | |||||||
Wells Fargo and Bank of America, N.A. | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of Lines of Credit | 242.5 | |||||||
Wells Fargo and Bank of America, N.A. | Term Loan Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Quarterly amortization for term loan | $ 7.5 | |||||||
Wells Fargo and Bank of America, N.A. | Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 300 | |||||||
Wells Fargo and Bank of America, N.A. | Credit Agreement | Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 300 | |||||||
Wells Fargo and Bank of America, N.A. | Credit Agreement | Term Loan Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Quarterly amortization for term loan | $ 18.8 | |||||||
Wells Fargo and Bank of America, N.A. | First Amendment To Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 350 | |||||||
Line of Credit, Maximum Borrowing Capacity, Increase | 50 | |||||||
Wells Fargo and Bank of America, N.A. | First Amendment To Credit Agreement | Term Loan Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 93.8 | |||||||
Outstanding borrowings | $ 93.8 | |||||||
Wells Fargo and Bank of America, N.A. | London Interbank Offered Rate (LIBOR) Adjusted LIBOR Two | Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 2.00% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Jul. 21, 2021 | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.125% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Revolving Credit Facility | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Outstanding borrowings | $ 238 | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Scenario 3 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Covenant Terms | 50 | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Scenario 4 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Covenant Terms | 75 | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Second Amendment To Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 500 | $ 500 | $ 850 | $ 500 | ||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | London Interbank Offered Rate (LIBOR), Adjusted LIBOR One | Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.00% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | London Interbank Offered Rate (LIBOR), Adjusted LIBOR One | Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.75% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | London Interbank Offered Rate (LIBOR) Adjusted LIBOR Two | Revolving Credit Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | London Interbank Offered Rate (LIBOR) Adjusted LIBOR Two | Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.75% |
Long-Term Debt Leverage Ratios
Long-Term Debt Leverage Ratios (Details) | 6 Months Ended |
Jan. 31, 2017 | |
Leverage Ratios [Abstract] | |
Total Consolidated Net Leverage Ratio | 106.00% |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jul. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 1,300 | $ 1,500 | $ 2,600 | $ 3,000 | |
Amortized intangibles: | |||||
Accumulated amortization | (27,023) | (27,023) | $ (24,063) | ||
Net intangibles | 8,938 | 8,938 | 11,761 | ||
Covenants not to compete | |||||
Amortized intangibles: | |||||
Gross carrying amount | 1,708 | 1,708 | 1,702 | ||
Supply contracts & customer relationships | |||||
Amortized intangibles: | |||||
Gross carrying amount | 26,689 | 26,689 | 26,471 | ||
Trade name | |||||
Amortized intangibles: | |||||
Gross carrying amount | 5,095 | 5,095 | 5,163 | ||
Licenses and databases | |||||
Amortized intangibles: | |||||
Gross carrying amount | $ 2,469 | $ 2,469 | $ 2,488 |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets (Details 1) $ in Thousands | 6 Months Ended |
Jan. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance as of July 31, 2016 | $ 260,198 |
Effect of foreign currency exchange rates | (3,331) |
Balance as of January 31, 2017 | $ 256,867 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Aggregate amortization expense | $ 1.3 | $ 1.5 | $ 2.6 | $ 3 |
Fair Value Measures (Details)
Fair Value Measures (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jan. 31, 2017 | Jul. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 10,449 | $ 8,422 |
Total Assets | 10,449 | 8,422 |
Total Liabilities | 706,093 | 668,375 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 10,449 | 8,422 |
Total Assets | 10,449 | 8,422 |
Total Liabilities | 706,093 | 668,375 |
Fixed Rate Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term variable rate debt, including current portion | 396,093 | 430,375 |
Long-term fixed rate debt, including current portion | 396,093 | 430,375 |
Fixed Rate Debt | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term variable rate debt, including current portion | 396,093 | 430,375 |
Long-term fixed rate debt, including current portion | 396,093 | 430,375 |
Variable Rate Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Revolving loan facility | $ 310,000 | $ 238,000 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding | 114,571 | 117,306 | 113,644 | 118,731 |
Effect of dilutive securities - stock options | 3,223 | 7,306 | 4,692 | 7,147 |
Weighted average common and dilutive potential common shares outstanding | 117,794 | 124,612 | 118,336 | 125,878 |
Net Income Per Share (Details T
Net Income Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options excluded from the calculation of dilutive earnings per share | 438,561 | 7,753,494 | 637,122 | 7,731,856 |
Stock-based Payment Compensat36
Stock-based Payment Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Jul. 31, 2016 | |
Shares | ||
Grants of options (in shares) | 428,000 | |
Exercises (in shares) | (9,892,000) | |
Forfeitures or expirations (in shares) | (131,000) | |
Exercisable as of January 31, 2017 | 5,728,000 | |
Outstanding as of | 9,856,000 | 19,451,000 |
Weighted Average Exercise Price | ||
Outstanding as of July 31, 2016 | $ 24.30 | |
Grants of options (in dollars per share) | 55.02 | |
Exercises (in dollars per share) | 16.07 | |
Forfeitures or expirations (in dollars per share) | 36.22 | |
Outstanding as of January 31, 2017 | 33.75 | $ 24.30 |
Exercisable as of January 31, 2017 | $ 30.73 | |
Weighted Average Remaining Contractual Term (In years) | ||
Outstanding as of July 31, 2016 | 4 years 11 months 16 days | |
Outstanding as of January 31, 2017 | 6 years 10 months 6 days | |
Exercisable as of January 31, 2017 | 6 years 1 month 21 days | |
Aggregate Intrinsic Value | ||
Outstanding as of July 31, 2016 | $ 508,401 | |
Outstanding as of January 31, 2017 | 226,630 | $ 508,401 |
Exercisable as of January 31, 2017 | $ 148,998 |
Stock-based Payment Compensat37
Stock-based Payment Compensation (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 5,520 | $ 5,386 | $ 10,605 | $ 10,800 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 4,712 | 4,710 | 8,996 | 9,438 |
Yard Operations | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 808 | $ 676 | $ 1,609 | $ 1,362 |
Stock-based Payment Compensat38
Stock-based Payment Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2015 | Dec. 16, 2014 | Oct. 31, 2013 | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2014 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Number of stock options exercised | 9,892,000 | |||||
Stock Based Compensation (Textual) | ||||||
Shares available for calculating intrinsic value (in shares) | 9,856,163 | |||||
Nonqualified stock options to purchase of shares, exercise price | $ 35.62 | |||||
Term for not granting cash salary or bonus compensation in excess of $ 1.00 per year | 5 years | |||||
Deferred compensation arrangement with individual - requisite service period | 5 years | |||||
Deferred compensation arrangement with individual, description | Each option will become fully vested, assuming continued service on April 15, 2019 and December 16, 2018. | |||||
Percentage of stock options which would get immediately vested on change of control | 100.00% | |||||
Fair value of option at grant date (in dollars per share) | $ 11.43 | |||||
Total compensation expense to be recognized per grant | $ 40 | |||||
Compensation expense | $ 3.8 | $ 3.8 | ||||
A. Jayson Adair, the Chief Executive Officer | ||||||
Stock Based Compensation (Textual) | ||||||
Nonqualified stock options to purchase of shares | 2,000,000 | |||||
Vincent W. Mitz, the President | ||||||
Stock Based Compensation (Textual) | ||||||
Nonqualified stock options to purchase of shares | 1,500,000 | |||||
Tranche One on December 16, 2014 | A. Jayson Adair, the Chief Executive Officer | ||||||
Stock Based Compensation (Textual) | ||||||
Percentage of total aggregate options vested | 20.00% | |||||
Tranche Two on April 15, 2015 | A. Jayson Adair, the Chief Executive Officer | ||||||
Stock Based Compensation (Textual) | ||||||
Percentage of total aggregate options vested | 20.00% | |||||
Tranche Three Vesting Monthly | A. Jayson Adair, the Chief Executive Officer | ||||||
Stock Based Compensation (Textual) | ||||||
Award vesting period | 4 years |
Stock Repurchases (Details)
Stock Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2016 | Jul. 31, 2016 | Jan. 31, 2017 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | |||
Options Exercised | 9,892,000 | ||
Weighted Average Exercise Price | $ 16.07 | ||
Common Stock | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | |||
Options Exercised | 9,000,000 | 1,130,000 | |
Weighted Average Exercise Price | $ 15.39 | $ 18.64 | |
Shares Net Settled for Exercise | 2,704,486 | 410,648 | |
Shares Withheld for Taxes(1) | 2,627,661 | 293,152 | |
Net Shares to Employees | 3,667,853 | 426,200 | |
Weighted Average Share Price for Withholding | $ 51.23 | $ 51.30 | |
Tax Withholding (in 000s) | $ 134,615 | $ 15,039 |
Stock Repurchases (Details Text
Stock Repurchases (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 64 Months Ended | ||||
Jul. 31, 2015 | Jan. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2017 | Dec. 30, 2015 | Jul. 09, 2015 | Sep. 22, 2011 | |
Common stock authorized for repurchase (in shares) | 13,888,888 | |||||||
Remittance to taxing authorities under statutory withholding | $ 134.6 | |||||||
Number of stock options exercised | 9,892,000 | |||||||
Stock Repurchase Program 2011 | ||||||||
Stock Repurchase Program Additional Number Of Shares Authorized Approved | 40,000,000 | |||||||
Stock Repurchased and Retired During Period, Shares | 53,456,801 | |||||||
Number of shares available for repurchase under stock repurchase program | 44,543,199 | 44,543,199 | ||||||
Common Stock | Stock Repurchase Program 2011 | ||||||||
Common stock authorized for repurchase (in shares) | 98,000,000 | |||||||
Common Stock | Dutch Auction | ||||||||
Common stock authorized for repurchase (in shares) | 7,317,073 | |||||||
Stock Repurchased and Retired During Period, Shares | 6,254,061 | 8,333,333 | ||||||
Stock Repurchased and Retired During Period Cost Per Share | $ 39 | |||||||
Common Shares Purchased Under Tender Offer, Value | $ 325 | $ 225.1 | ||||||
Maximum | Common Stock | Dutch Auction | ||||||||
Purchase Price Per Share Of Common Shares Purchased Under Tender Offer | $ 36 | |||||||
Stock Repurchase Program, Share Offer Price | 41 | |||||||
Minimum | Common Stock | Dutch Auction | ||||||||
Purchase Price Per Share Of Common Shares Purchased Under Tender Offer | $ 34.75 | |||||||
Stock Repurchase Program, Share Offer Price | $ 38 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Tax benefits recognized provided percentage of likelihood of realization is more than | 50.00% | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 35.60% | (15.20%) | 35.70% |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 102.7 | $ 0.2 | ||
Gross unrecognized tax benefit | $ 27.5 | $ 27.5 |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) $ in Millions | Aug. 04, 2015 | Jun. 22, 2015 | Jun. 05, 2015 | Jun. 30, 2011 |
Liability for Uncollected Sales Taxes, with Interest and Penalties | Georgia Department of Revenue | ||||
Loss Contingencies [Line Items] | ||||
Assessed sales tax liability | $ 96.1 | $ 100 | $ 2.7 | $ 73.8 |
Segments and Other Geographic43
Segments and Other Geographic Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jul. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Operating Segments | 2 | ||||
Number of Reportable Segments | 2 | ||||
Total service revenues and vehicle sales | $ 349,532 | $ 299,706 | $ 695,523 | $ 588,544 | |
Yard operations | 169,081 | 140,965 | 336,692 | 276,874 | |
Cost of vehicle sales | 33,686 | 34,127 | 66,773 | 66,195 | |
General and administrative | 37,885 | 32,529 | 78,354 | 67,144 | |
Operating income | 108,880 | 92,085 | 213,704 | 178,331 | |
Interest (expense) income, net | (5,760) | (4,968) | (11,382) | (10,481) | |
Other income (expense), net | (3,021) | 4,435 | 311 | 5,462 | |
Intercompany income (expense) | 0 | 0 | 0 | 0 | |
Income before income taxes | 100,099 | 91,552 | 202,633 | 173,312 | |
Income taxes | 34,033 | 32,548 | (30,713) | 61,698 | |
Net income | 66,066 | 59,004 | 233,346 | 111,614 | |
Depreciation and amortization | 15,215 | 11,691 | 29,924 | 23,212 | |
Capital expenditures | 54,203 | 57,596 | 92,412 | 77,763 | |
Total assets | 1,841,241 | 1,841,241 | $ 1,649,820 | ||
Goodwill | 256,867 | 256,867 | 260,198 | ||
Operating Segments | United States | United States | |||||
Segment Reporting Information [Line Items] | |||||
Total service revenues and vehicle sales | 286,911 | 238,261 | 571,973 | 468,726 | |
Yard operations | 146,195 | 119,132 | 292,548 | 234,250 | |
Cost of vehicle sales | 14,473 | 12,833 | 28,722 | 25,559 | |
General and administrative | 32,651 | 27,243 | 68,129 | 56,925 | |
Operating income | 93,592 | 79,053 | 182,574 | 151,992 | |
Interest (expense) income, net | (6,063) | (5,463) | (11,924) | (11,059) | |
Other income (expense), net | 334 | 60 | 89 | 361 | |
Intercompany income (expense) | 2,947 | 3,195 | 5,655 | 5,994 | |
Income before income taxes | 90,810 | 76,845 | 176,394 | 147,288 | |
Income taxes | 31,677 | 29,329 | (36,626) | 56,140 | |
Net income | 59,133 | 47,516 | 213,020 | 91,148 | |
Depreciation and amortization | 12,667 | 9,286 | 25,053 | 18,335 | |
Capital expenditures | 51,541 | 56,997 | 88,062 | 76,318 | |
Total assets | 1,422,145 | 1,422,145 | 1,249,755 | ||
Goodwill | 179,906 | 179,906 | 179,906 | ||
Operating Segments | International | International | |||||
Segment Reporting Information [Line Items] | |||||
Total service revenues and vehicle sales | 62,621 | 61,445 | 123,550 | 119,818 | |
Yard operations | 22,886 | 21,833 | 44,144 | 42,624 | |
Cost of vehicle sales | 19,213 | 21,294 | 38,051 | 40,636 | |
General and administrative | 5,234 | 5,286 | 10,225 | 10,219 | |
Operating income | 15,288 | 13,032 | 31,130 | 26,339 | |
Interest (expense) income, net | 303 | 495 | 542 | 578 | |
Other income (expense), net | (3,355) | 4,375 | 222 | 5,101 | |
Intercompany income (expense) | (2,947) | (3,195) | (5,655) | (5,994) | |
Income before income taxes | 9,289 | 14,707 | 26,239 | 26,024 | |
Income taxes | 2,356 | 3,219 | 5,913 | 5,558 | |
Net income | 6,933 | 11,488 | 20,326 | 20,466 | |
Depreciation and amortization | 2,548 | 2,405 | 4,871 | 4,877 | |
Capital expenditures | 2,662 | $ 599 | 4,350 | $ 1,445 | |
Total assets | 419,096 | 419,096 | 400,065 | ||
Goodwill | $ 76,961 | $ 76,961 | $ 80,292 |