Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Sep. 26, 2017 | Jan. 31, 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-K | ||
Document Period End Date | Jul. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Trading Symbol | cprt | ||
Entity Common Stock, Shares Outstanding | 230,773,342 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 5,644,908,664 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 210,100 | $ 155,849 |
Accounts receivable, net | 311,846 | 266,270 |
Vehicle pooling costs | 31,118 | 28,599 |
Inventories | 10,163 | 10,388 |
Income taxes receivable | 6,418 | 18,751 |
Deferred income taxes | 0 | 1,444 |
Prepaid expenses and other assets | 17,616 | 18,005 |
Total current assets | 587,261 | 499,306 |
Property and equipment, net | 944,056 | 816,791 |
Intangibles, net | 75,938 | 11,761 |
Goodwill | 340,243 | 260,198 |
Deferred income taxes | 1,287 | 23,506 |
Other assets | 33,716 | 38,258 |
Total assets | 1,982,501 | 1,649,820 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 208,415 | 192,379 |
Deferred revenue | 5,019 | 4,628 |
Deferred income taxes | 92 | 0 |
Income taxes payable | 6,472 | 5,625 |
Current portion of revolving loan facility and capital lease obligations | 82,155 | 76,151 |
Total current liabilities | 302,153 | 278,783 |
Deferred income taxes | 3,192 | 3,816 |
Income taxes payable | 24,573 | 25,641 |
Long-term debt, revolving loan facility, and capital lease obligations, net of discount | 550,883 | 564,341 |
Other liabilities | 3,100 | 2,783 |
Total liabilities | 883,901 | 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; 230,488,296 and 220,244,120 shares issued and outstanding, respectively | 23 | 22 |
Additional paid-in capital | 453,349 | 392,434 |
Accumulated other comprehensive loss | (100,676) | (109,194) |
Retained earnings | 745,370 | 491,194 |
Noncontrolling interest | 534 | 0 |
Stockholders’ Equity | 1,098,600 | 774,456 |
Total liabilities and stockholders’ equity | $ 1,982,501 | $ 1,649,820 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2017 | Jul. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 230,488,296 | 220,244,120 |
Common stock, shares outstanding | 230,488,296 | 220,244,120 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Service revenues and vehicle sales: | |||
Service revenues | $ 1,286,252 | $ 1,104,379 | $ 985,363 |
Vehicle sales | 161,729 | 164,070 | 160,716 |
Total service revenues and vehicle sales | 1,447,981 | 1,268,449 | 1,146,079 |
Operating expenses: | |||
Yard operations | 678,401 | 582,904 | 526,291 |
Cost of vehicle sales | 137,552 | 140,959 | 136,412 |
General and administrative | 151,364 | 138,116 | 138,975 |
Impairment of long-lived assets | 19,365 | 0 | 0 |
Total operating expenses | 986,682 | 861,979 | 801,678 |
Operating income | 461,299 | 406,470 | 344,401 |
Other (expense) income: | |||
Interest expense | (23,779) | (23,606) | (18,121) |
Interest income | 1,406 | 1,449 | 817 |
Other income, net | 1,174 | 11,552 | 4,972 |
Total other expense | (21,199) | (10,605) | (12,332) |
Income before income tax expense | 440,100 | 395,865 | 332,069 |
Income tax expense | 45,839 | 125,505 | 112,286 |
Net income | 394,261 | 270,360 | 219,783 |
Net income attributable to noncontrolling interest | 34 | 0 | 0 |
Net income attributable to Copart, Inc. | $ 394,227 | $ 270,360 | $ 219,783 |
Basic net income per common share | $ 1.72 | $ 1.18 | $ 0.87 |
Weighted average common shares outstanding | 228,686 | 228,846 | 251,829 |
Diluted net income per common share | $ 1.66 | $ 1.11 | $ 0.84 |
Diluted weighted average common shares outstanding | 237,019 | 244,295 | 262,851 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 394,261 | $ 270,360 | $ 219,783 |
Comprehensive income, net of tax: | |||
Comprehensive income | 402,779 | 229,959 | 171,050 |
Comprehensive income attributable to noncontrolling interest | 34 | 0 | 0 |
Comprehensive income attributable to Copart, Inc. | 402,745 | 229,959 | 171,050 |
Other comprehensive income: | |||
Unrealized gain on interest rate swaps, net | 0 | 603 | 1,926 |
Reclassification adjustment of interest rate swaps, net | 0 | (320) | (1,141) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 8,518 | (40,684) | (49,518) |
Tax effects on unrealized gain (loss) on interest rate swaps | 0 | (342) | (1,026) |
Tax effects on reclassification adjustment of interest rate swaps | $ 0 | $ 178 | $ 582 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Noncontrolling Interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stockholders’ Equity | $ 1,003,499 | |||||
Balances attributable to Parent at Jul. 31, 2014 | $ 26 | $ 404,529 | $ (20,060) | $ 619,004 | ||
Stockholders' Equity Attributable to Noncontrolling Interest at Jul. 31, 2014 | $ 0 | |||||
Balances (in shares) at Jul. 31, 2014 | 252,286,732 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 219,783 | $ 0 | 0 | 0 | 219,783 | |
Net Income (Loss), Attributable to Noncontrolling Interest | 0 | 0 | ||||
Net income | 219,783 | |||||
Currency translation adjustment | (49,518) | 0 | 0 | (49,518) | 0 | 0 |
Interest rate swap, net of tax effects | 785 | 0 | 0 | 785 | 0 | 0 |
Exercise of stock options, net of repurchased shares | 684 | $ 0 | 2,193 | 0 | (1,509) | 0 |
Exercise of stock options, net of repurchased shares (in shares) | 795,040 | |||||
Employee stock-based compensation and related tax benefit | 19,636 | $ 0 | 19,636 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan | 3,079 | $ 0 | 3,079 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan (in shares) | 202,030 | |||||
Shares repurchased | (233,484) | $ (2) | (21,641) | 0 | (211,841) | 0 |
Shares repurchased (in shares) | (12,971,122) | |||||
Stockholders' Equity Attributable to Noncontrolling Interest at Jul. 31, 2015 | 0 | |||||
Balances attributable to Parent at Jul. 31, 2015 | $ 24 | 407,796 | (68,793) | 625,437 | ||
Balances (in shares) at Jul. 31, 2015 | 240,312,680 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stockholders’ Equity | 964,464 | |||||
Net income | 270,360 | $ 0 | 0 | 0 | 270,360 | |
Net Income (Loss), Attributable to Noncontrolling Interest | 0 | 0 | ||||
Net income | 270,360 | |||||
Currency translation adjustment | (40,684) | 0 | 0 | (40,684) | 0 | 0 |
Interest rate swap, net of tax effects | 283 | 0 | 0 | 283 | 0 | 0 |
Exercise of stock options, net of repurchased shares | (1,114) | $ 0 | (372) | 0 | (742) | 0 |
Exercise of stock options, net of repurchased shares (in shares) | 2,258,880 | |||||
Employee stock-based compensation and related tax benefit | 20,631 | $ 0 | 20,631 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan | 3,369 | $ 0 | 3,369 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan (in shares) | 216,264 | |||||
Shares repurchased | (442,853) | $ (2) | (38,990) | 0 | (403,861) | 0 |
Shares repurchased (in shares) | (22,543,704) | |||||
Stockholders' Equity Attributable to Noncontrolling Interest at Jul. 31, 2016 | 0 | 0 | ||||
Balances attributable to Parent at Jul. 31, 2016 | $ 22 | 392,434 | (109,194) | 491,194 | ||
Balances (in shares) at Jul. 31, 2016 | 220,244,120 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stockholders’ Equity | 774,456 | |||||
Net income | 394,227 | $ 0 | 0 | 0 | 394,227 | |
Net Income (Loss), Attributable to Noncontrolling Interest | 34 | 34 | ||||
Net income | 394,261 | |||||
Currency translation adjustment | 8,518 | 0 | 0 | 8,518 | 0 | 0 |
Noncontrolling Interest, Increase from Business Combination | 0 | 0 | 0 | 0 | 500 | |
Exercise of stock options, net of repurchased shares | (104,245) | $ 1 | 35,805 | 0 | (140,051) | 0 |
Exercise of stock options, net of repurchased shares (in shares) | 10,053,463 | |||||
Employee stock-based compensation and related tax benefit | 20,840 | $ 0 | 20,840 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan | 4,270 | $ 0 | 4,270 | 0 | 0 | 0 |
Shares issued for Employee Stock Purchase Plan (in shares) | 190,713 | |||||
Stockholders' Equity Attributable to Noncontrolling Interest at Jul. 31, 2017 | 534 | $ 534 | ||||
Balances attributable to Parent at Jul. 31, 2017 | $ 23 | $ 453,349 | $ (100,676) | $ 745,370 | ||
Balances (in shares) at Jul. 31, 2017 | 230,488,296 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stockholders’ Equity | $ 1,098,600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Cash flows from operating activities: | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ 394,261 | $ 270,360 | $ 219,783 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization, including debt cost | 57,441 | 49,643 | 48,893 |
Allowance for doubtful accounts | 187 | 1,175 | (578) |
Impairment of long-lived assets | 19,365 | 0 | 0 |
Equity in losses of unconsolidated affiliates | 671 | 895 | 0 |
Stock-based payment compensation | 20,840 | 20,864 | 18,154 |
Excess tax benefit from stock-based payment compensation | 0 | 0 | (2,971) |
Loss (gain) on sale of property and equipment | 184 | (54) | (918) |
Deferred income taxes | 19,901 | 5,740 | 4,365 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (38,542) | (54,213) | (20,417) |
Vehicle pooling costs | (1,915) | (4,137) | (891) |
Inventories | 1,294 | (2,509) | (1,731) |
Prepaid expenses and other current assets | 1,760 | (738) | 69 |
Other assets | 1,085 | 4,164 | 10,125 |
Accounts payable and accrued liabilities | 4,269 | 48,347 | (3,926) |
Deferred revenue | 392 | 983 | (438) |
Income taxes receivable | 12,343 | (12,649) | (806) |
Income taxes payable | (333) | 2,788 | (1,971) |
Other liabilities | (1,145) | 1,839 | (1,666) |
Net cash provided by operating activities | 492,058 | 332,498 | 265,076 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (172,178) | (173,917) | (79,153) |
Proceeds from sale of property and equipment | 660 | 562 | 1,521 |
Proceeds from sale of assets held for sale | 105 | 100 | 217 |
Investment in unconsolidated affiliate | (3,566) | 0 | (4,500) |
Purchases of assets and liabilities in connection with acquisitions, net of cash acquired | (160,812) | 0 | 0 |
Purchases of marketable securities | 0 | (21,119) | 0 |
Proceeds from sale of marketable securities | 0 | 21,498 | 0 |
Net cash used in investing activities | (335,791) | (172,876) | (81,915) |
Goodwill impairment losses | 21,800 | 21,800 | |
Cash flows from financing activities: | |||
Proceeds from the exercise of stock options | 31,188 | 13,240 | 3,634 |
Excess tax benefit from stock-based payment compensation | 0 | 0 | 2,971 |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 4,270 | 3,369 | 3,079 |
Repurchases of common stock | 0 | (442,855) | (233,484) |
Payments for employee stock-based tax withholdings | (135,433) | (15,039) | (3,822) |
Proceeds from the issuance of long-term debt, net of discount | 0 | 93,468 | 698,939 |
Net (repayments) proceeds on revolving loan facility | (7,000) | 238,000 | 0 |
Debt offering costs | 0 | (1,179) | (955) |
Principal payments on long-term debt | 0 | (337,500) | (350,000) |
Net cash (used in) provided by financing activities | (106,975) | (448,496) | 120,362 |
Effect of foreign currency translation | 4,959 | (11,289) | (6,179) |
Net increase (decrease) in cash and cash equivalents | 54,251 | (300,163) | 297,344 |
Cash and cash equivalents at beginning of period | 155,849 | 456,012 | 158,668 |
Cash and cash equivalents at end of period | 210,100 | 155,849 | 456,012 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 23,221 | 23,606 | 18,121 |
Income taxes paid, net of refunds | $ 14,011 | $ 127,981 | $ 109,925 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1 — Summary of Significant Accounting Policies Basis of Presentation and Description of Business Copart, Inc. was incorporated under the laws of the State of California in 1982. In January 2012, the Company changed the state in which it is incorporated (the “Reincorporation”), and is now incorporated under the laws of the State of Delaware. All references to “we,” “us,” “our,” or “the Company” herein refer to the California corporation prior to the date of the Reincorporation, and to the Delaware corporation on and after the date of the Reincorporation. On March 23, 2017, the Company’s Board of Directors approved a two-for-one common stock split effected in the form of a stock dividend. The additional shares resulting from the stock split were distributed after the closing of trading on April 10, 2017 to stockholders of record on April 3, 2017. The stock dividend increased the number of shares of common stock outstanding and all share and per share amounts have been adjusted for the stock dividend, as of the date earliest presented in these financial statements. Certain prior year amounts have been adjusted to conform to current year presentation. The consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned subsidiaries, including its foreign wholly-owned subsidiaries. The Company also has a 59.5% voting interest in a company, which was acquired as part of the Cycle Express, LLC acquisition (“majority-owned subsidiary”), which provides various repossession services for the powersports auction industry. Noncontrolling interest consists of a 40.5% outside voting interest in the majority-owned subsidiary. Net income or loss of the majority-owned subsidiary is allocated to the members’ interests in accordance with the operating agreement. The accounts and balances of the majority-owned subsidiary have been consolidated with those of the Company. Significant intercompany transactions and balances have been eliminated in consolidation. 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, finance companies, charities, fleet operators, dealers and vehicles sourced directly from individual owners . 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, the Republic of Ireland, Brazil, the United Arab Emirates (U.A.E.), Oman, Bahrain, India, and Spain, 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 vehicles outright from the insurance company and reselling the vehicles 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. 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 legally 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 European Union 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 ) Gain on foreign currency translation 8,518 Cumulative loss on foreign currency translation as of July 31, 2017 $ (100,676 ) 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 July 31, 2017 and 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 8 — Long-Term Debt , Note 10 – Fair Value Measures , and Note 10 – Fair Value Measures . Cost of Vehicle Sales Cost of vehicle sales includes the purchase price of vehicles sold for the Company’s own account. Yard Operations Yard operations consists primarily of operating personnel (which includes yard management, clerical and yard employees), rent, contract vehicle towing, insurance, fuel and equipment maintenance and repair. The Company recognizes the costs of pre-sale services, including towing, title processing, and preparation and storage within yard operation expenses at the time the related services are provided. General and Administrative Expenses General and administrative expenses consist primarily of executive, accounting and data processing, sales personnel, professional services, system maintenance and enhancements and marketing expenses. Advertising All advertising costs are expensed as incurred and are included in general and administrative expenses on the consolidated statements of income. Advertising expenses were $5.6 million , $6.8 million , and $4.9 million for the years ended July 31, 2017 , 2016 and 2015 , respectively. Other (Expense) Income Other (expense) income consists primarily of interest expense, interest income, gains and losses from the disposal of fixed assets, rental income, earnings from unconsolidated affiliates, and currency related gains and losses. 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 position 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. Net Income Per Share Basic net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding during the period. Diluted net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding plus dilutive potential common shares calculated for stock options outstanding during the period using the treasury stock method. 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. During the year ended July 31, 2016, the Company sold all of its marketable securities. The cost basis of the marketable securities was $21.1 million and proceeds from the sale of the marketable securities were $21.5 million resulting in a realized gain of $0.4 million recorded in other income. Inventory Inventories of purchased vehicles are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring ownership of the vehicle. The cost of vehicles sold is charged to cost of vehicle sales as sold on a specific identification basis. Accounts Receivable Accounts receivable, which consist primarily of advance charges due from insurance companies and the gross sales price of the vehicle due from members, are recorded when billed, advanced or accrued and represent claims against third parties that will be settled in cash. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts in order to provide for estimated losses resulting from disputed amounts billed to sellers or members and the inability of sellers or members to make required payments. If billing disputes exceed expectations and/or if the financial condition of sellers or members were to deteriorate, additional allowances may be required. The allowance is calculated by considering both seller and member accounts receivables written off during the previous twelve-month period as a percentage of the total accounts receivable balance. Concentration of Credit Risk Financial instruments, which subject the Company to potential credit risk, consist of its cash and cash equivalents, short-term investments and accounts receivable. The Company adheres to its investment policy when placing investments. The investment policy has established guidelines to limit the Company’s exposure to credit risk by placing investments with high credit quality financial institutions, diversifying its investment portfolio, limiting investments in any one issuer or pooled fund and placing investments with maturities that maintain safety and liquidity. The Company places its cash and cash equivalents with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand and, therefore, the Company believes that the financial risks associated with these financial instruments are minimal. The Company generally does not require collateral on its accounts receivable. The Company estimates its allowances for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due account balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company does not have off-balance sheet credit exposure related to its customers and to date, the Company has not experienced significant credit-related losses. No single customer accounted for more than 10 % of total revenues for the years ended July 31, 2017 , 2016 and 2015 . As of July 31, 2017 , no customer accounted for more than 10% of the Company’s accounts receivable. As of July 31, 2016 , one customer accounted for more than 10 % of the Company’s accounts receivable. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful lives of the respective improvements, which is between five and ten years . Significant improvements which substantially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives: three to seven years for internally developed or purchased software; three to twenty years for transportation and other equipment; three to ten years for office furniture and equipment; and 5 to 40 years or the lease term, whichever is shorter , for buildings and improvements. Amortization of equipment under capital leases is included in depreciation expense. Long-Lived Asset Valuation The Company evaluates long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In accordance with ASC 360, Property, Plant, and Equipment , a long-lived asset is initially measured at the lower of its carrying amount or fair value. An impairment loss is recognized when the estimated undiscounted future cash flows expected to be generated from the use of the asset are less than the carrying amount of the asset. The impairment loss is then calculated by comparing the carrying amount with its fair value, which is usually estimated using discounted cash flows expected to be generated from the use of the asset. Goodwill In accordance with ASC 350-30-35, Intangibles—Goodwill and Other , goodwill is not amortized but is tested for potential impairment, at a minimum on an annual basis, or when indications of potential impairment exist. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. The Company has identified two reporting units, which are consistent with its two operating and reportable segments, U.S. and International. The Company has historically evaluated goodwill for impairment annually as of the end of the fourth quarter, or when an indicator of impairment exists. During the year ended July 31, 2017, the Company voluntarily changed the date of its annual goodwill impairment assessment for its reporting units from the end of fiscal fourth quarter, July 31, to the beginning of fiscal fourth quarter, May 1. This voluntary change in the annual goodwill assessment date is a change in accounting principle, which the Company believes is preferable as it more closely aligns the timing of the annual goodwill impairment assessment date with the most current information from the Company’s planning and forecasting process and also provides management with additional time to complete the annual assessment in advance of the Company’s year-end reporting. This change in the annual assessment date does not delay, accelerate, or avoid an impairment charge. This change was not applied retrospectively as it was impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change has been applied prospectively. The Company’s annual goodwill impairment analysis, which was performed qualitatively during the fourth quarter of fiscal 2017 , did not result in an impairment charge. This qualitative analysis, which is referred to as step zero under ASC 350, considered all relevant factors specific to the reporting units, including macroeconomic conditions; industry and market considerations; overall financial performance and relevant entity-specific events. In the fourth quarters of fiscal 2016 and fiscal 2015, we performed quantitative assessments for our annual goodwill impairment analyses, which did not result in any impairment charge. 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. Capitalized Software Costs The Company capitalizes system development costs and website development costs related to the 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 July 31, 2017 and 2016 was $38.5 million and $49.4 million , respectively. Accumulated amortization expense related to software as of July 31, 2017 and 2016 totaled $25.7 million and $20.9 million , respectively. During the year ended July 31, 2016, the Company retired fully amortized capitalized software of $29.8 million , which were no longer being utilized. Additionally, during the year ended July 31, 2017, the Company recognized a $19.4 million charge primarily related to fully impairing costs previously capitalized in connection with the development of business operating software. Stock-Based Payment Compensation The Company accounts for stock-based awards to employees and non-employees using the fair value method as required by ASC 718, Compensation—Stock Compensation (ASC 718), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, consultants and directors based on estimated fair value. ASC 718 requires companies to estimate the fair value of stock-based payment awards on the measurement date using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized in expense over the requisite service periods. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the input assumptions can materially affect their fair value estimate, it is the Company’s opinion that the existing models do not necessarily provide a reliable single measure of the fair value of the employee stock options. The fair value of each option was estimated on the measurement date using the Black-Scholes Merton (BSM) option-pricing model utilizing the following assumptions: July 31, 2017 2016 2015 Expected life (in years) 5.5 – 7.4 5.3 – 7.2 5.3 – 7.2 Risk-free interest rate 1.20 – 2.07 1.16 – 2.06 1.58 – 2.26 Estimated volatility 20 – 23 21 – 26 22 – 28 Expected dividends — % — % — % Weighted average fair value at measurement date $ 7.05 $ 5.04 $ 5.09 Expected life—The Company’s expected life represents the period that the Company’s stock-based payment awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based payment awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based payment awards. Estimated volatility—The Company uses the trading history of its common stock in determining an estimated volatility factor when using the BSM option-pricing model to determine the fair value of options granted. Expected dividend—The Company has not declared dividends. Therefore, the Company uses a zero value for the expected dividend value factor when using the BSM option-pricing model to determine the fair value of options granted. Risk-free interest rate—The Company bases the risk-free interest rate used in the BSM option-pricing model on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent expected life. Estimated forfeitures—When estimating forfeitures, the Company considers voluntary and involuntary termination behavior as well as analysis of actual option forfeitures. During the year ended July 31, 2016, the Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which impacted the accounting for share-based payments, including income tax consequences, classification of awards and the classification on the consolidated statements of cash flows. As a result of the adoption, the Company recognized excess tax benefits of $14.7 million as a reduction to tax expense in the consolidated statements of income, as though ASU 2016-09 had been in effect since the beginning of fiscal 2016, instead of reflected in stockholders’ equity. Net cash proceeds from the exercise of stock options were $31.2 million , $13.2 million and $3.6 million for the years ended July 31, 2017 , 2016 and 2015 , respectively. In accordance with ASC 718, the Company presents excess tax benefits from disqualifying dispositions of the exercise of incentive stock options, vested prior to August 1, 2005, if any, as financing cash flows rather than operating cash flows. Retained Insurance Liabilities The Company is partially self-insured for certain losses related to medical, general liability, workers’ compensation and auto liability. The Company’s insurance policies are subject to a $250,000 deductible per claim, with the exception of its medical policy which has a $500,000 stop loss per person. Our liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date, including an estimate for reported and unreported claims. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates. The primary estimates used in the actuarial analysis include total payroll and revenue. The Company’s estimates have not materially fluctuated from actual results. While the Company believes these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from the Company’s estimates, the Company’s consolidated results of operations, financial position or cash flows could be impacted. The process of determining the Company’s insurance reserves requires estimates with various assumptions, each of which can positively or negatively impact those balances. As of July 31, 2017 and 2016 , the total amount reserved for related self-insured claims was $5.3 million . Comprehensive Income Comprehensive income includes all changes in stockholders’ equity during a period from non-stockholder sources. For the years ended July 31, 2017 , 2016 and 2015 , accumulated other comprehensive income (loss) was the effect of foreign currency translation adjustments and the effective portion of the interest rate swaps’ change in fair value. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. 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 futu |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 2 — Acquisitions Fiscal 2017 Transactions During the year ended July 31, 2017, the Company acquired 100% of the voting stock of Cycle Express, LLC, which conducts business primarily as National Powersport Auctions (NPA), a leading non-salvage auction platform for motorcycles, snowmobiles, watercraft and other powersports vehicles. NPA currently operates facilities in Atlanta, Georgia; Cincinnati, Ohio; Dallas, Texas; Philadelphia, Pennsylvania; and San Diego, California. NPA predominantly auctions pre-owned powersports vehicles on behalf of financing companies, dealers and manufacturers. The Company also acquired the assets of an excavation company, which engages in earthwork, soil stabilization, equipment hauling, and erosion control commercial contractor services. The aggregate purchase price of these acquisitions totaled $160.8 million , net of cash acquired. The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed for these acquisitions (in thousands): Allocation of the acquisition: Accounts receivable and prepaid expenses $ 6,583 Vehicle pooling costs 571 Property and equipment 10,903 Inventory 1,067 Intangible assets 70,900 Goodwill 79,256 Liabilities assumed (7,968 ) Noncontrolling interest (500 ) Fair value of net assets and liabilities acquired $ 160,812 The NPA acquisition was undertaken because of its strategic fit, and the acquisition of certain excavation assets was undertaken to enhance the Company’s land development capabilities. These acquisitions have been accounted for using the purchase method in accordance with ASC 805, Business Combinations , which resulted in the recognition of goodwill in the Company’s consolidated financial statements. Goodwill arose because the purchase price of each acquisition reflected a number of factors, including their future earnings and cash flow potential; the comparable multiples of earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers; the complementary tactical development capability and cost control over the development of the Company’s yard locations; and the complementary strategic fit and resulting synergies brought to existing operations. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and is not amortized for financial reporting purposes. The Company obtained a third party independent valuation to assist in the determination of the fair values of certain assets acquired. The valuation utilized the income approach (specifically the Multi-Period Excess Earnings Method (MPEEM) model and the Relief from Royalty model) to estimate the fair value of acquired supplier relationships and trade names, respectively. The valuation utilized the cost approach to estimate the fair value of acquired software. The valuation of these assets was performed using Level III inputs, as the calculated fair values are based on valuation models that utilize unobservable inputs that are significant to the overall fair value measurement. The unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine the value of acquired assets based on the best information available in the circumstances. Intangible assets acquired include customer and supplier relationships, trade names, and software with a useful life ranging from three to eleven years . See Note - 6 — Intangibles, Net . The purchase price allocation for NPA and the assets of an excavation company are not final for property and equipment, income taxes and intangible assets acquired, pending the final valuation by the Company. The Company believes any potential changes to its preliminary purchase price allocations will not have a material impact on the Company’s consolidated financial position and results of operations. These acquisitions did not result in a significant change in the Company’s consolidated results of operations individually or in the aggregate; therefore, pro forma financial information has not been presented. The operating results have been included in the Company’s consolidated financial position and results of operations since the acquisition dates. The acquisition-related expenses incurred during the year ended July 31, 2017, were $1.9 million and were included in general and administrative expenses in the Company’s consolidated financial position and results of operations. Fiscal 2016 and Fiscal 2015 Transactions The Company made no acquisitions during the years ended July 31, 2016 and 2015. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Jul. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable, Net | 3 — Accounts Receivable, Net Accounts receivable, net consisted of: July 31, (In thousands) 2017 2016 Advance charges receivable $ 204,097 $ 182,824 Trade accounts receivable 110,189 86,455 Other receivables 1,871 1,111 316,157 270,390 Less: Allowance for doubtful accounts (4,311 ) (4,120 ) Accounts receivable, net $ 311,846 $ 266,270 Advance charges receivable represents unbilled amounts paid to third parties on behalf of insurance companies for which the Company will be reimbursed when the vehicle is sold. Trade accounts receivable includes fees and gross auction proceeds to be collected from insurance companies and members. The movements in the allowance for doubtful accounts were as follows: July 31, (In thousands) 2017 2016 2015 Balance at beginning of year $ 4,120 $ 2,988 $ 3,584 Charged to costs and expenses 2,928 3,646 2,221 Deductions to bad debt (2,737 ) (2,514 ) (2,817 ) Balance at end of year $ 4,311 $ 4,120 $ 2,988 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4 — Property and Equipment, Net Property and equipment, net consisted of the following: July 31, (In thousands) 2017 2016 Transportation and other equipment $ 120,420 $ 85,083 Office furniture and equipment 51,778 51,473 Software 38,501 49,426 Land 629,826 556,780 Buildings and leasehold improvements 555,525 489,566 1,396,050 1,232,328 Less: Accumulated depreciation and amortization (451,994 ) (415,537 ) Property and equipment, net $ 944,056 $ 816,791 Depreciation expense on property and equipment was $39.6 million , $34.2 million and $34.9 million for the years ended July 31, 2017 , 2016 and 2015 , respectively. Amortization expense of software was $10.6 million , $8.5 million and $5.0 million for the years ended July 31, 2017 , 2016 and 2015 , respectively. During the year ended July 31, 2016, the Company retired fully amortized capitalized software of $29.8 million , which were no longer being utilized. Additionally, during the year ended July 31, 2017, the Company recognized a $19.4 million charge primarily related to fully impairing costs previously capitalized in connection with the development of business operating software. |
Goodwill
Goodwill | 12 Months Ended |
Jul. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5 — Goodwill The change in the carrying amount of goodwill was as follows: July 31, (In thousands) 2017 2016 Beginning balance $ 260,198 $ 271,850 Goodwill recorded during the period 79,256 — Effect of foreign currency exchange rates 789 (11,652 ) Ending balance $ 340,243 $ 260,198 In accordance with the guidance in ASC 350, goodwill is tested for impairment on an annual basis or upon the occurrence of circumstances that indicate that goodwill may be impaired. The Company’s annual impairment tests were performed during the fourth quarter of fiscal 2017 and 2016 and goodwill was not impaired. As of July 31, 2017 and 2016 , the cumulative amount of goodwill impairment losses recognized totaled $21.8 million . |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Jul. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangibles, Net | 6 — Intangibles, Net The following table sets forth amortizable intangible assets by major asset class: Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) July 31, July 31, July 31, July 31, (In thousands, except remaining useful life) 2017 2016 2017 2016 2017 2016 2017 2016 Amortized intangibles: Covenants not to compete $ 1,702 $ 1,702 $ (1,389 ) $ (1,235 ) $ 313 $ 467 1 2 Supply contracts and customer relationships 75,462 26,471 (22,248 ) (17,052 ) 53,214 9,419 9 3 Trade names 23,859 5,163 (4,989 ) (3,423 ) 18,870 1,740 2 2 Licenses and databases 5,385 2,488 (1,844 ) (2,353 ) 3,541 135 3 1 Intangibles, net $ 106,408 $ 35,824 $ (30,470 ) $ (24,063 ) $ 75,938 $ 11,761 Aggregate amortization expense on intangible assets was $6.8 million , $5.8 million and $6.8 million for the years ended July 31, 2017 , 2016 and 2015 , respectively. Intangible amortization expense for the next five fiscal years based upon July 31, 2017 intangible assets is expected to be as follows: (In thousands) 2018 $ 12,947 2019 9,249 2020 7,912 2021 6,043 2022 6,024 Thereafter 33,763 Total future intangible amortization expense $ 75,938 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Jul. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: July 31, (In thousands) 2017 2016 Trade accounts payable $ 20,626 $ 30,087 Accounts payable to sellers 50,534 46,866 Buyer deposits and prepayments 50,603 40,500 Accrued compensation and benefits 31,173 33,382 Accrued insurance 5,263 5,753 Other accrued liabilities 50,216 35,791 Total accounts payable and accrued expenses $ 208,415 $ 192,379 The Company is partially self-insured for certain losses related to general liability, workers’ compensation and auto liability. Accrued insurance liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date, including an estimate for reported and unreported claims. The estimated liability is not discounted and is established based upon analysis of historical data, including the severity of the Company’s frequency of claims, actuarial estimates and is reviewed periodically by management to ensure that the liability is appropriate. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8 — Long-Term Debt Credit Agreement On December 3, 2014 , the Company entered into a Credit Agreement (as amended from time to time, the “Credit Amendment”) 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 (the “Revolving Loan Facility”), and (b) a secured term loan facility in an aggregate principal amount of $300.0 million (the “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 amended certain terms of the Credit Agreement, dated as of December 3, 2014 . The Amendment to Credit Agreement provided 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 (the “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 as amended by the Amendment to Credit Agreement, dated as of March 15, 2016 . 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 July 31, 2017 on the Company’s Revolving Loan Facility was the one month LIBOR rate of 1.23% plus an applicable margin of 1.00% . 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 July 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 $231.0 million and $238.0 million of outstanding borrowings under the Revolving Loan Facility as of July 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 July 31, 2017 , the consolidated total net leverage ratio was 0.83 :1. Minimum liquidity as of July 31, 2017 was $803.2 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 July 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 (the “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 July 31, 2017 , the consolidated total net leverage ratio was 0.83 :1. Minimum liquidity as of July 31, 2017 was $803.2 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 July 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. During the year ended July 31, 2016, the Company recognized an expense of $0.6 million for prior capitalized costs into interest expense relating to the Second Amendment to Credit Agreement and payoff of the outstanding Term Loans. 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. As of July 31, 2017 , future payments on the Revolving Loan Facility and Note Purchase Agreement were as follows: (In thousands) July 31, (1) 2018 $ 81,000 2019 150,000 2020 — 2021 — 2022 — Thereafter 400,000 Total future payments $ 631,000 (1) Fiscal 2018 and 2019 payments assume payoff of the current portion of the Revolving Loan Facility in fiscal 2018 and the long-term portion of the Revolving Loan Facility in fiscal 2019 based on management’s intent of the use of the Revolving Loan Facility, which may change on a quarter by quarter basis. |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Jul. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | 9 — Derivatives and Hedging The Company had entered into two interest rate swaps to exchange its variable interest rate payments commitment for fixed interest rate payments through December 2015. The swaps were designated effective cash flow hedges under ASC 815, Derivatives and Hedging . Each quarter, the Company measured hedge effectiveness using the “ hypothetical derivative method ” and recorded in earnings any hedge ineffectiveness with the effective portion of the change in fair value recorded in other comprehensive income or loss. The interest rate swaps expired in December 2015. The Company reclassified $0.5 million and $1.7 million for the years ended July 31, 2016 and 2015 respectively, out of other comprehensive income into interest expense. The interest rate swaps were classified within Level II of the fair value hierarchy as the derivatives were valued using observable inputs. The Company determined fair value of the derivative utilizing observable market data of swap rates and basis rates. These inputs were placed into a pricing model using a discounted cash flow methodology in order to calculate the mark-to-market value of the interest rate swaps. |
Fair Value Measures Fair Value
Fair Value Measures Fair Value Measures (Notes) | 12 Months Ended |
Jul. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivatives and Fair Value [Text Block] | 10 – 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: July 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 $ 3,498 $ 3,498 $ 8,422 $ 8,422 Total Assets $ 3,498 $ 3,498 $ 8,422 $ 8,422 Liabilities Long-term fixed rate debt, including current portion $ 400,908 $ 400,908 $ 430,375 $ 430,375 Revolving loan facility 231,000 231,000 238,000 238,000 Total Liabilities $ 631,908 $ 631,908 $ 668,375 $ 668,375 During the year ended July 31, 2017 , no transfers were made between any levels within the fair value hierarchy. See Note 1 — Summary of Significant Accounting Policies , Note 2 — Acquisitions , Note 8 — Long-Term Debt , and Note 9 — Derivatives and Hedging . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 11 — Stockholders’ Equity General The Company has authorized the issuance of 400 million shares of common stock, with a par value of $0.0001 , of which 230,488,296 shares were issued and outstanding at July 31, 2017 . As of July 31, 2017 and 2016 , the Company had reserved 28,878,913 and 41,625,934 shares of common stock, respectively, for the issuance of options granted under the Company’s stock option plans and 1,788,909 and 1,979,622 shares of common stock, respectively, for the issuance of shares under the Copart, Inc. Employee Stock Purchase Plan (ESPP). The Company has authorized the issuance of five million shares of preferred stock, with a par value of $0.0001 , none of which were issued or outstanding at July 31, 2017 or 2016 , which have the rights and preferences as the Company’s Board of Directors shall determine, from time to time. Stock Repurchases On September 22, 2011 , the Company’s Board of Directors approved an 80 million share increase in the stock repurchase program, bringing the total current authorization to 196 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 we deem appropriate and may be discontinued at any time. For fiscal 2017 , the Company did not repurchase any shares of its common stock under the program. For fiscal 2016 , the Company repurchased 5,877,038 shares of its common stock at a weighted average price of $20.065 per share totaling $117.9 million . For fiscal 2015 , the Company repurchased 463,000 shares of its common stock at a weighted average price of $18.01 per share totaling $8.3 million . As of July 31, 2017 , the total number of shares repurchased under the program was 106,913,602 , and 89,086,398 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 27,777,776 shares of its common stock at a price not greater than $18.00 nor less than $17.375 per share. In connection with the tender offer, the Company accepted for payment an aggregate of 12,508,122 shares of its common stock at a purchase price of $18.00 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 14,634,146 shares of its common stock at a price not greater than $20.50 nor less than $19.00 per share. In connection with the tender offer, the Company accepted for payment an aggregate of 16,666,666 shares of its common stock at a purchase price of $19.50 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 purchased as a result of the tender offers were not part of the Company’s stock repurchase program. During fiscal 2017 , 2016 and 2015 , 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 , $15.0 million and $3.8 million for the years ended July 31, 2017 , 2016 and 2015 , respectively, 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 Employee Stock Based Tax Withholding (in 000s) FY 2015—Q1 402,666 $ 9.80 249,242 70,832 82,592 $ 15.83 $ 1,121 FY 2015—Q3 279,380 10.14 152,042 41,312 86,026 18.64 770 FY 2015—Q4 400,000 6.01 133,204 104,316 162,480 18.04 1,882 FY 2016—Q4 2,260,000 9.32 821,296 586,304 852,400 25.65 15,039 FY 2017—Q1 18,000,000 7.70 5,408,972 5,255,322 7,335,706 25.62 134,615 (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. Employee Stock Purchase Plan The ESPP provides for the purchase of up to an aggregate of 10 million shares of common stock of the Company by employees pursuant to the terms of the ESPP. The Company’s ESPP was adopted by the Board of Directors and approved by the stockholders in 1994. The ESPP was amended and restated in 2003 and again approved by the stockholders. In 2014, a new ESPP was approved by the Board of Directors and approved by the stockholders. Under the ESPP, employees of the Company who elect to participate have the right to purchase common stock at a 15% discount from the lower of the market value of the common stock at the beginning or the end of each six month offering period. The ESPP permits an enrolled employee to make contributions to purchase shares of common stock by having withheld from their salary an amount up to 10% of their compensation (which amount may be increased from time to time by the Company but may not exceed 15 % of compensation). No employee may purchase more than $25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year. The Compensation Committee of the Board of Directors administers the ESPP. The number of shares of common stock issued pursuant to the ESPP during the years ended July 31, 2017 , 2016 and 2015 was 190,713 ; 216,264 ; and 202,030 ; respectively. As of July 31, 2017 , there were 8,291,165 shares of common stock issued pursuant to the ESPP and 1,788,909 shares remain available for purchase under the ESPP. Stock Options In December 2007, the Company adopted the Copart, Inc. 2007 Equity Incentive Plan (Plan), presently covering an aggregate of 16.0 million shares of the Company’s common stock. The Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and other equity-based awards to employees and non-qualified stock options, restricted stock, restricted stock units and other equity-based awards to employees, officers, directors and consultants at prices not less than 100% of the fair market value for incentive and non-qualified stock options, as determined by the Board of Directors at the grant date. Incentive and non-qualified stock options may have terms of up to ten years and vest over periods determined by the Board of Directors. Options generally vest ratably over a five -year period. The Plan replaced the Company’s 2001 Stock Option Plan. As of July 31, 2017 , 10,103,589 shares were available for grant under the Plan. 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 4,000,000 and 3,000,000 shares of the Company’s common stock, respectively, at an exercise price of $17.81 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, prior to a change in control, either executive’s employment is terminated without cause, then 100% of the shares subject to that executive’s stock option will immediately vest. 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 using the Black-Scholes Merton option-pricing model was $5.72 . 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 $7.5 million in compensation expenses for these grants in the years ended July 31, 2017 , 2016 and 2015 , respectively. The following table details stock-based payment compensation expense included in the company’s consolidated statements of income: Year Ended July 31, (In thousands) 2017 2016 2015 General and administrative $ 17,622 $ 18,194 $ 15,938 Yard operations 3,286 2,670 2,216 Total stock-based payment compensation $ 20,908 $ 20,864 $ 18,154 There were no material compensation costs capitalized as part of the cost of an asset as of July 31, 2017 and 2016 . A summary of the status of the Company’s non-vested shares and its activity during the year ended July 31, 2017 was as follows: (In thousands, except per share amounts) Number of Shares Weighted Average Grant- date Fair Value Non-vested shares at July 31, 2016 9,622 $ 5.33 Grants of non-vested shares 939 7.05 Vested (3,509 ) 5.30 Forfeitures or expirations (385 ) 5.55 Non-vested shares at July 31, 2017 6,667 $ 5.57 Stock option activity for the year ended July 31, 2017 was as follows: (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 38,902 $ 12.15 4.96 $ 508,401 Grants of options 939 27.83 Exercises (20,682 ) 8.21 Forfeitures or expirations (385 ) 19.12 Outstanding as of July 31, 2017 18,774 $ 17.14 6.48 $ 269,449 Exercisable as of July 31, 2017 12,112 $ 15.95 5.96 $ 188,211 Vested and expected to vest as of July 31, 2017 18,316 $ 17.09 6.45 $ 263,691 As required by 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. The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the year ended July 31, 2017 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options on July 31, 2017 . The aggregate intrinsic value of options exercised was $366.7 million , $53.6 million and $13.4 million in the years ended July 31, 2017 , 2016 and 2015 , respectively, and represents the difference between the exercise price of the option and the estimated fair value of the Company’s common stock on the dates exercised. As of July 31, 2017 , the total compensation cost related to non-vested stock-based payment awards granted to employees under the Company’s stock option plans but not yet recognized was $32.0 million , net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining term of 2.21 years and will be adjusted for subsequent changes in estimated forfeitures. The fair value of options vested for the years ended July 31, 2017 , 2016 and 2015 was $18.6 million , $21.0 million and $19.5 million , respectively. The following table summarizes stock options outstanding and exercisable as of July 31, 2017 : (In thousands, except per share amounts) Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Weighted Average Exercise Price $6.54–$10.28 2,285 3.18 $ 9.53 2,285 $ 9.53 $10.52–$17.73 3,890 7.10 16.34 2,047 15.18 $17.81–$18.23 9,352 6.44 17.87 6,569 17.88 $18.32–$31.24 3,247 8.19 21.34 1,211 18.94 Outstanding and exercisable as of July 31, 2017 18,774 6.48 17.14 12,112 15.95 |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12 — Income Taxes Income before taxes consisted of the following: Year Ended July 31, (In thousands) 2017 2016 2015 U.S. $ 385,526 $ 339,013 $ 286,169 International 54,574 56,852 45,900 Total income before taxes $ 440,100 $ 395,865 $ 332,069 Income tax expense (benefit) from continuing operations consisted of the following: Year Ended July 31, (In thousands) 2017 2016 2015 Federal: Current $ 12,752 $ 103,127 $ 95,468 Deferred 20,094 7,019 5,841 32,846 110,146 101,309 State: Current 1,659 5,347 1,160 Deferred 499 151 (86 ) 2,158 5,498 1,074 International: Current 11,468 10,855 11,062 Deferred (633 ) (994 ) (1,159 ) 10,835 9,861 9,903 Income tax expense $ 45,839 $ 125,505 $ 112,286 A reconciliation of the expected U.S. statutory tax rate to the actual effective income tax rate is as follows: Year Ended July 31, (In thousands) 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income tax benefit 1.3 0.9 1.1 International rate differential (1.8 ) (1.8 ) (1.9 ) Compensation and fringe benefits (1) (24.3 ) (3.6 ) 0.1 Other differences 0.2 1.2 (0.5 ) Effective tax rate 10.4 % 31.7 % 33.8 % (1) Included in the compensation and fringe benefits rate reconciliation is the impact of the Company’s adoption, during the fourth quarter of fiscal 2016 on a modified retrospective basis, of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies related to exercises of stock options are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) are presented below: July 31, (In thousands) 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 1,177 $ 1,396 Accrued compensation and benefits 26,621 43,594 State taxes 215 638 Accrued other 2,684 3,018 Deferred revenue (371 ) (545 ) Property and equipment 9,405 14,170 Losses carried forward 3,688 3,312 Federal tax benefit 10,542 10,757 Total gross deferred tax assets 53,961 76,340 Less: Valuation allowance (6,455 ) (5,420 ) Net deferred tax assets 47,506 70,920 Deferred tax liabilities: Vehicle pooling costs (9,590 ) (8,871 ) Prepaid insurance (1,333 ) (1,142 ) Intangibles and goodwill (38,580 ) (39,773 ) Total gross deferred tax liabilities (49,503 ) (49,786 ) Net deferred tax (liabilities) assets $ (1,997 ) $ 21,134 The above net deferred tax assets and liabilities have been reflected in the accompanying consolidated balance sheets as follows: July 31, (In thousands) 2017 2016 U.S. current (liabilities) assets $ (92 ) $ 1,444 U.S. non-current assets 1,054 23,506 International non-current liabilities (2,959 ) (3,816 ) Net deferred tax (liabilities) assets $ (1,997 ) $ 21,134 As of July 31, 2017 and 2016 , the Company had foreign operating losses and a U.S. federal tax credit carryforward of $5.5 million and $5.0 million , respectively. The foreign operating losses, subject to certain limitations, usually can be carried forward from a minimum of eight years to indefinitely. If not used, those foreign operating losses would start to expire after 2023. The U.S. federal related tax credit, if not used, would start to expire after 2026. The Company’s ability to realize deferred tax assets is dependent on its ability to generate future taxable income. Accordingly, the Company has established a valuation allowance in taxable jurisdictions where the utilization of the tax assets is uncertain. Additional timing differences or future tax losses may occur which could warrant a need for establishing additional valuation allowances against certain deferred tax assets. The valuation allowance for the years ended July 31, 2017 and 2016 was $6.5 million and $5.4 million , respectively. The valuation allowance for deferred tax assets primarily related to operating losses in certain international jurisdictions and certain tax credits that are unlikely to be realized. As of July 31, 2017 and 2016 , if recognized, the portion of liabilities for unrecognized tax benefits that would favorably affect the Company’s effective tax rate w as $13.0 million and $14.0 million , respectively. It is possible that the amount of unrecognized tax benefits will change in the next twelve months, due to tax legislation updates or future audit outcomes; however, an estimate of the range of the possible change cannot be made at this time. The following table summarizes the activities related to the Company’s unrecognized tax benefits: July 31, (In thousands) 2017 2016 2015 Beginning balance $ 20,715 $ 17,428 $ 18,419 Increases related to current year tax position 2,807 4,311 3,441 Prior year tax positions: Prior year increase 2,694 1,120 599 Prior year decrease (3,605 ) — — Cash settlement (1,123 ) (412 ) (225 ) Lapse of statute of limitations (2,219 ) (1,732 ) (4,806 ) Ending balance $ 19,269 $ 20,715 $ 17,428 It is the Company’s continuing practice to recognize interest and penalties related to income tax matters in income tax expense. As of July 31, 2017 , 2016 and 2015 , the Company had accrued interest and penalties related to unrecognized tax benefits of $5.3 million , $4.9 million and $3.8 million , respectively. The Company is currently under examination by certain taxing authorities in the U.S. for fiscal years 2012 to 2016. 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. During the year ended July 31, 2016, the Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which impacted the accounting for share-based payments, including income tax consequences, classification of awards and the classification on the consolidated statements of cash flows. As of July 31, 2017 and 2016 the Company recognized excess tax benefits of $107.6 million and $14.7 million , respectively, as a reduction to tax expense in the consolidated statements of income. In the year ended July 31, 2015 , the Company recognized a tax benefit of $3.0 million , upon the exercise of certain stock options, which was reflected in stockholders’ equity. The Company has not provided for U.S. federal income and foreign withholding taxes on $181.4 million of its in ternational subsidiaries’ undistributed earnings as of July 31, 2017 , because the Company intends to reinvest such earnings indefinitely in its international 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 international markets; and (iii) other investments to help expand the Company’s footprint in international emerging markets. The Company does not anticipate the need for any international cash in its U.S. operations. It is not practical to determine the income tax liability 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 then current law to reduce or eliminate the resultant U.S. income tax liability. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Jul. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 13 — Net Income Per Share The table below reconciles basic weighted shares outstanding to diluted weighted average shares outstanding: Year Ended July 31, (In thousands) 2017 2016 2015 Weighted average common shares outstanding 228,686 228,846 251,829 Effect of dilutive securities — stock options 8,333 15,449 11,022 Weighted average common and dilutive potential common shares outstanding 237,019 244,295 262,851 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 3,058,808 ; 11,594,014 ; and 11,810,748 options to purchase the Company’s common stock for the years ended July 31, 2017 , 2016 and 2015 , respectively, because their inclusion would have been anti-dilutive. During the year ended July 31, 2016, the Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which caused an impact on dilutive potential common shares outstanding, as the Company excluded the excess tax benefits and deficiencies from the proceeds portion of the diluted earnings per share calculations as they are no longer recorded in equity, which caused dilutive potential common shares outstanding to increase for all periods in fiscal 2016. |
Segments and Other Geographic I
Segments and Other Geographic Information | 12 Months Ended |
Jul. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Segment Reporting Disclosure [Text Block] | 14 — 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. Intercompany income (expense) primarily related to charges for services provided by the U.S. segment. The following tables present financial information by segment: Year Ended July 31, 2017 (In thousands) United States International Total Total service revenues and vehicle sales $ 1,193,188 $ 254,793 $ 1,447,981 Yard operations 585,587 92,814 678,401 Cost of vehicle sales 61,484 76,068 137,552 General and administrative 130,392 20,972 151,364 Impairment of long-lived assets 19,365 — 19,365 Operating income 396,360 64,939 461,299 Interest (expense) income, net (23,373 ) 1,000 (22,373 ) Other income, net (10 ) 1,184 1,174 Intercompany income (expense) 12,549 (12,549 ) — Income before income tax expense 385,526 54,574 440,100 Income tax expense 34,985 10,854 45,839 Net income $ 350,541 $ 43,720 $ 394,261 Depreciation and amortization $ 47,507 $ 9,493 $ 57,000 Capital expenditures, including acquisitions 317,646 15,344 332,990 Total assets 1,514,018 468,483 1,982,501 Goodwill 259,162 81,081 340,243 Year Ended July 31, 2016 (In thousands) United States International Total Total service revenues and vehicle sales $ 1,016,036 $ 252,413 $ 1,268,449 Yard operations 494,146 88,758 582,904 Cost of vehicle sales 55,866 85,093 140,959 General and administrative 118,315 19,801 138,116 Operating income 347,709 58,761 406,470 Interest (expense) income, net (23,178 ) 1,021 (22,157 ) Other income, net 1,216 10,336 11,552 Intercompany income (expense) 13,266 (13,266 ) — Income before income tax expense 339,013 56,852 395,865 Income tax expense 115,667 9,838 125,505 Net income $ 223,346 $ 47,014 $ 270,360 Depreciation and amortization $ 39,083 $ 9,492 $ 48,575 Capital expenditures, including acquisitions 153,451 20,466 173,917 Total assets 1,249,755 400,065 1,649,820 Goodwill 179,906 80,292 260,198 Year Ended July 31, 2015 (In thousands) United States International Total Total service revenues and vehicle sales $ 902,880 $ 243,199 $ 1,146,079 Yard operations 440,517 85,774 526,291 Cost of vehicle sales 52,232 84,180 136,412 General and administrative 120,140 18,835 138,975 Operating income 289,991 54,410 344,401 Interest (expense) income, net (17,622 ) 318 (17,304 ) Other income, net 2,707 2,265 4,972 Intercompany income (expense) 11,093 (11,093 ) — Income before income tax expense 286,169 45,900 332,069 Income tax expense 102,379 9,907 112,286 Net income $ 183,790 $ 35,993 $ 219,783 Depreciation and amortization $ 36,238 $ 10,335 $ 46,573 Capital expenditures, including acquisitions 64,769 14,384 79,153 Total assets 1,404,946 393,714 1,798,660 Goodwill 176,890 94,960 271,850 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15 — Commitments and Contingencies Leases The Company leases certain facilities and certain equipment under non-cancelable capital and operating leases. In addition to the minimum future lease commitments presented below, the leases generally require the Company to pay property taxes, insurance, maintenance and repair cost which are not included in the table because the Company has determined these items are not material. Certain leases provide the Company with either a right of first refusal to acquire or an option to purchase a facility at fair value. Certain leases also contain escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, rent expense is recognized on a straight-line basis over the lease term in accordance with ASC 840, Operating Leases. The future minimum lease commitments for the next five fiscal years, under non-cancelable capital and operating leases with initial or remaining lease terms in excess of one year were as follows: Years Ending July 31, (In thousands) Capital Leases Operating Leases 2018 $ 1,153 $ 28,126 2019 966 23,364 2020 30 17,285 2021 13 14,409 2022 — 10,147 Thereafter — 59,436 Subtotal 2,162 152,767 Less: Amount relating to interest (97 ) — Total $ 2,065 $ 152,767 Facilities rental expense for the years ended July 31, 2017 , 2016 and 2015 was $26.8 million , $21.6 million and $21.7 million , respectively. Yard operations equipment rental expense for the years ended July 31, 2017 , 2016 and 2015 was $2.9 million , $3.1 million and $3.6 million , respectively. Commitments Letters of Credit Under a letter of credit facility separate from our Revolving Loan Facility, the Company had outstanding letters of credit of $15.8 million at July 31, 2017 , which are primarily used to secure certain insurance obligations. Contingencies 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 and KPIT filed competing motions for summary judgment in January 2017. The Court issued its ruling on the motions on September 25, 2017. The order granted some of the relief sought by the Company, and some of the relief sought by KPIT. The Company's core claims remain in the case after the ruling, including its claims for fraud, fraudulent inducement, breach of contract, professional negligence, trade secret misappropriation, unfair competition, unjust enrichment, and computer hacking. KPIT’s claims are now limited to breach of contract, breach of the implied covenant of good faith and fair dealing, and declaratory relief. 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, 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. 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. Following the Company’s receipt of the notice of proposed assessment, the Company and its counsel engaged in active discussions with the DOR to resolve the matter. On August 4, 2015 , the DOR issued an official Assessment and Demand for Payment (the “Assessment”) for $96.1 million for sales taxes, penalties, and interest that the DOR alleged the Company owes to the State of Georgia. The Company filed an appeal of this 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 Assessment. During an extended remand period, it was determined that grounds exist for a substantial reduction in the Official Assessment, on the basis that (i) the transactions and resulting tax at issue were erroneously double-counted by the DOR in the audit sales transaction work papers on which the Assessment was based; and (ii) the Company was ultimately able to provide documentation showing that most of the remaining transactions were sales at wholesale, therefore qualifying for the sale for resale exemption from Georgia Sales and Use Tax. After these reductions, the remaining amount of principal Georgia Sales and Use Tax still in dispute between the parties is $2.6 million , plus applicable interest. A Consent Order to this effect was entered by the Georgia Tax Tribunal on May 22, 2017 . Since the date of entry of the Consent Order, the Company and the DOR have exchanged discovery requests and initial discovery responses. The Company expects that discovery will be completed in the fall of 2017. The Company and the DOR will then present the case to the Tax Tribunal for final disposition. 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 remaining tax liability set forth above and intends to continue 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 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. |
Guarantees - Indemnifications t
Guarantees - Indemnifications to Officers and Directors | 12 Months Ended |
Jul. 31, 2017 | |
Guarantees [Abstract] | |
Guarantees - Indemnifications to Officers and Directors | 16 — Guarantees — Indemnifications to Officers and Directors The Company typically enters into indemnification agreements with its directors and certain of its officers to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors are sued as a result of their service as members of its Board of Directors. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17 — Related Party Transactions During the year ended July 31, 2016 , the Company acquired interest in a partnership, partially owned by an executive, which held the lease on property where the Company is operating a facility which totaled $2.0 million . During the year ended July 31, 2015 , the Company purchased a property previously leased from an executive for $11.9 million . There were no amounts due to or from related parties as of July 31, 2017 and 2016 that are not separately or previously disclosed. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Jul. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 18 — Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan covering its eligible employees. The plan is available to all U.S. employees who meet minimum age and service requirements and provides employees with tax deferred salary deductions and alternative investment options. The Company matches 20% of employee contributions up to 15% of employee salary deferral. The Company recognized expenses of $0.9 million for the year ended July 31, 2017 , and $0.8 million for the years ended July 31, 2016 and 2015 , respectively, related to this plan. The Company also sponsors an additional defined contribution plan for its U.K. employees, which is available to all U.K. employees who meet minimum service requirements. The Company matches up to 5% of employee contributions. The Company recognized expenses of $0.6 million , for the years ended July 31, 2017 and 2016 , and $0.7 million for the year ended July 31, 2015 , related to this plan. |
Quarterly Information
Quarterly Information | 12 Months Ended |
Jul. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (in thousands, except per share data) (Unaudited) | 19 — Quarterly Financial Information (in thousands, except per share data) (Unaudited) (1) Fiscal Quarter Fiscal Year 2017 First (2) Second (2) Third (2) Fourth Total revenue $ 345,991 $ 349,532 $ 373,862 $ 378,596 Gross margin 145,293 146,765 172,505 167,465 Operating income 104,824 108,880 136,788 110,807 Income before income taxes 102,534 100,099 131,088 106,379 Net income attributable to Copart, Inc. 167,280 66,066 90,546 70,335 Basic net income per common share $ 0.74 $ 0.29 $ 0.39 $ 0.31 Diluted net income per common share $ 0.70 $ 0.28 $ 0.38 $ 0.30 Fiscal Quarter Fiscal Year 2016 First (2) Second (2) Third (2) Fourth (2) Total revenue $ 288,838 $ 299,706 $ 347,246 $ 332,659 Gross margin 120,861 124,614 157,647 141,464 Operating income 86,246 92,085 121,948 106,191 Income before income taxes 81,760 91,552 116,568 105,985 Net income attributable to Copart, Inc. 52,610 59,007 74,623 84,120 Basic net income per common share $ 0.22 $ 0.25 $ 0.34 $ 0.38 Diluted net income per common share $ 0.21 $ 0.24 $ 0.32 $ 0.35 (1) Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. (2) Earnings per share data were revised from previously reported amounts due to a two-for-one common stock split effected in the form of a stock dividend. See Note 1 — Summary of Significant Accounting Policies . |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | The consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned subsidiaries, including its foreign wholly-owned subsidiaries. The Company also has a 59.5% voting interest in a company, which was acquired as part of the Cycle Express, LLC acquisition (“majority-owned subsidiary”), which provides various repossession services for the powersports auction industry. Noncontrolling interest consists of a 40.5% outside voting interest in the majority-owned subsidiary. Net income or loss of the majority-owned subsidiary is allocated to the members’ interests in accordance with the operating agreement. The accounts and balances of the majority-owned subsidiary have been consolidated with those of the Company. Significant intercompany transactions and balances have been eliminated in consolidation. |
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 legally 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 European Union 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. |
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 July 31, 2017 and 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 8 — Long-Term Debt , Note 10 – Fair Value Measures , and Note 10 – Fair Value Measures . |
Cost of Vehicle Sales | Cost of Vehicle Sales Cost of vehicle sales includes the purchase price of vehicles sold for the Company’s own account. |
Yard Operations | Yard Operations Yard operations consists primarily of operating personnel (which includes yard management, clerical and yard employees), rent, contract vehicle towing, insurance, fuel and equipment maintenance and repair. The Company recognizes the costs of pre-sale services, including towing, title processing, and preparation and storage within yard operation expenses at the time the related services are provided. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of executive, accounting and data processing, sales personnel, professional services, system maintenance and enhancements and marketing expenses. |
Advertising | Advertising All advertising costs are expensed as incurred and are included in general and administrative expenses on the consolidated statements of income. |
Other (Expense) Income | Other (Expense) Income Other (expense) income consists primarily of interest expense, interest income, gains and losses from the disposal of fixed assets, rental income, earnings from unconsolidated affiliates, and currency related gains and losses. |
Income Tax, Policy [Policy Text Block] | 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. |
Net Income Per Share | Net Income Per Share Basic net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding during the period. Diluted net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding plus dilutive potential common shares calculated for stock options outstanding during the period using the treasury stock method. |
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, Policy [Policy Text Block] | 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. |
Inventory | Inventory Inventories of purchased vehicles are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring ownership of the vehicle. The cost of vehicles sold is charged to cost of vehicle sales as sold on a specific identification basis. |
Accounts Receivable | Accounts Receivable Accounts receivable, which consist primarily of advance charges due from insurance companies and the gross sales price of the vehicle due from members, are recorded when billed, advanced or accrued and represent claims against third parties that will be settled in cash. |
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts in order to provide for estimated losses resulting from disputed amounts billed to sellers or members and the inability of sellers or members to make required payments. If billing disputes exceed expectations and/or if the financial condition of sellers or members were to deteriorate, additional allowances may be required. The allowance is calculated by considering both seller and member accounts receivables written off during the previous twelve-month period as a percentage of the total accounts receivable balance. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which subject the Company to potential credit risk, consist of its cash and cash equivalents, short-term investments and accounts receivable. The Company adheres to its investment policy when placing investments. The investment policy has established guidelines to limit the Company’s exposure to credit risk by placing investments with high credit quality financial institutions, diversifying its investment portfolio, limiting investments in any one issuer or pooled fund and placing investments with maturities that maintain safety and liquidity. The Company places its cash and cash equivalents with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand and, therefore, the Company believes that the financial risks associated with these financial instruments are minimal. The Company generally does not require collateral on its accounts receivable. The Company estimates its allowances for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due account balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company does not have off-balance sheet credit exposure related to its customers and to date, the Company has not experienced significant credit-related losses. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful lives of the respective improvements, which is between five and ten years . Significant improvements which substantially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives: three to seven years for internally developed or purchased software; three to twenty years for transportation and other equipment; three to ten years for office furniture and equipment; and 5 to 40 years or the lease term, whichever is shorter , for buildings and improvements. Amortization of equipment under capital leases is included in depreciation expense. |
Long-Lived Asset Valuation | Long-Lived Asset Valuation The Company evaluates long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In accordance with ASC 360, Property, Plant, and Equipment , a long-lived asset is initially measured at the lower of its carrying amount or fair value. An impairment loss is recognized when the estimated undiscounted future cash flows expected to be generated from the use of the asset are less than the carrying amount of the asset. The impairment loss is then calculated by comparing the carrying amount with its fair value, which is usually estimated using discounted cash flows expected to be generated from the use of the asset. |
Goodwill | Goodwill In accordance with ASC 350-30-35, Intangibles—Goodwill and Other , goodwill is not amortized but is tested for potential impairment, at a minimum on an annual basis, or when indications of potential impairment exist. |
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. |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes system development costs and website development costs related to the 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. |
Stock-Based Payment Compensation | Stock-Based Payment Compensation The Company accounts for stock-based awards to employees and non-employees using the fair value method as required by ASC 718, Compensation—Stock Compensation (ASC 718), which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees, consultants and directors based on estimated fair value. ASC 718 requires companies to estimate the fair value of stock-based payment awards on the measurement date using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized in expense over the requisite service periods. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options and because changes in the input assumptions can materially affect their fair value estimate, it is the Company’s opinion that the existing models do not necessarily provide a reliable single measure of the fair value of the employee stock options. The fair value of each option was estimated on the measurement date using the Black-Scholes Merton (BSM) option-pricing model utilizing the following assumptions: July 31, 2017 2016 2015 Expected life (in years) 5.5 – 7.4 5.3 – 7.2 5.3 – 7.2 Risk-free interest rate 1.20 – 2.07 1.16 – 2.06 1.58 – 2.26 Estimated volatility 20 – 23 21 – 26 22 – 28 Expected dividends — % — % — % Weighted average fair value at measurement date $ 7.05 $ 5.04 $ 5.09 Expected life—The Company’s expected life represents the period that the Company’s stock-based payment awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based payment awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based payment awards. Estimated volatility—The Company uses the trading history of its common stock in determining an estimated volatility factor when using the BSM option-pricing model to determine the fair value of options granted. Expected dividend—The Company has not declared dividends. Therefore, the Company uses a zero value for the expected dividend value factor when using the BSM option-pricing model to determine the fair value of options granted. Risk-free interest rate—The Company bases the risk-free interest rate used in the BSM option-pricing model on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent expected life. Estimated forfeitures—When estimating forfeitures, the Company considers voluntary and involuntary termination behavior as well as analysis of actual option forfeitures. During the year ended July 31, 2016, the Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which impacted the accounting for share-based payments, including income tax consequences, classification of awards and the classification on the consolidated statements of cash flows. |
Retained Insurance Liabilities | Retained Insurance Liabilities The Company is partially self-insured for certain losses related to medical, general liability, workers’ compensation and auto liability. The Company’s insurance policies are subject to a $250,000 deductible per claim, with the exception of its medical policy which has a $500,000 stop loss per person. Our liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date, including an estimate for reported and unreported claims. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates. The primary estimates used in the actuarial analysis include total payroll and revenue. The Company’s estimates have not materially fluctuated from actual results. While the Company believes these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from the Company’s estimates, the Company’s consolidated results of operations, financial position or cash flows could be impacted. The process of determining the Company’s insurance reserves requires estimates with various assumptions, each of which can positively or negatively impact those balances. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in stockholders’ equity during a period from non-stockholder sources. For the years ended July 31, 2017 , 2016 and 2015 , accumulated other comprehensive income (loss) was the effect of foreign currency translation adjustments and the effective portion of the interest rate swaps’ change in fair value. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. |
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. |
Recently Issued Accounting Standards | Recently Issued Accounting Pronouncements 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 August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . ASU 2014-15 requires management to evaluate whether there are conditions and events that raise substantial doubt about an entity's ability to continue as a going concern within one year after the financial statements are issued and provide related disclosures in certain circumstances. This ASU is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2016; however, early adoption is permitted. The Company’s adoption of ASU 2014-15 did not have a material impact on the Company’s consolidated results of operations, financial position, and related disclosures. Pending In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which amends the scope of modification accounting for stock-based payment arrangements and provides guidance on the types of changes to the terms or conditions of stock-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The Company’s adoption of ASU 2017-09 will not have a material impact on the Company’s consolidated results of operations and financial position. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). ASU 2017-04 amends the requirement that entities compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, entities should perform their annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment if the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual periods beginning after December 15, 2019. The Company’s adoption of ASU 2017-04 will not have a material impact on the Company’s consolidated results of operations and financial position. 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 within those annual 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 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 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. Additionally, changes in revenue recognition requirements regarding the Company’s performance obligations within its service contracts could potentially result in either the earlier recognition of revenue and associated costs for certain performance obligations or the deferral of a significant portion of revenue and associated costs for a vehicle until the sale is substantially complete. Due to the variety and 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. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 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 ) Gain on foreign currency translation 8,518 Cumulative loss on foreign currency translation as of July 31, 2017 $ (100,676 ) |
Schedule of fair value assumptions | The fair value of each option was estimated on the measurement date using the Black-Scholes Merton (BSM) option-pricing model utilizing the following assumptions: July 31, 2017 2016 2015 Expected life (in years) 5.5 – 7.4 5.3 – 7.2 5.3 – 7.2 Risk-free interest rate 1.20 – 2.07 1.16 – 2.06 1.58 – 2.26 Estimated volatility 20 – 23 21 – 26 22 – 28 Expected dividends — % — % — % Weighted average fair value at measurement date $ 7.05 $ 5.04 $ 5.09 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Acquisitions 2017 [Domain] | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed | The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed for these acquisitions (in thousands): Allocation of the acquisition: Accounts receivable and prepaid expenses $ 6,583 Vehicle pooling costs 571 Property and equipment 10,903 Inventory 1,067 Intangible assets 70,900 Goodwill 79,256 Liabilities assumed (7,968 ) Noncontrolling interest (500 ) Fair value of net assets and liabilities acquired $ 160,812 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net consisted of: July 31, (In thousands) 2017 2016 Advance charges receivable $ 204,097 $ 182,824 Trade accounts receivable 110,189 86,455 Other receivables 1,871 1,111 316,157 270,390 Less: Allowance for doubtful accounts (4,311 ) (4,120 ) Accounts receivable, net $ 311,846 $ 266,270 |
Schedule of movements in the allowance for doubtful accounts | The movements in the allowance for doubtful accounts were as follows: July 31, (In thousands) 2017 2016 2015 Balance at beginning of year $ 4,120 $ 2,988 $ 3,584 Charged to costs and expenses 2,928 3,646 2,221 Deductions to bad debt (2,737 ) (2,514 ) (2,817 ) Balance at end of year $ 4,311 $ 4,120 $ 2,988 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following: July 31, (In thousands) 2017 2016 Transportation and other equipment $ 120,420 $ 85,083 Office furniture and equipment 51,778 51,473 Software 38,501 49,426 Land 629,826 556,780 Buildings and leasehold improvements 555,525 489,566 1,396,050 1,232,328 Less: Accumulated depreciation and amortization (451,994 ) (415,537 ) Property and equipment, net $ 944,056 $ 816,791 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of change in carrying amount of goodwill | The change in the carrying amount of goodwill was as follows: July 31, (In thousands) 2017 2016 Beginning balance $ 260,198 $ 271,850 Goodwill recorded during the period 79,256 — Effect of foreign currency exchange rates 789 (11,652 ) Ending balance $ 340,243 $ 260,198 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of intangible assets | The following table sets forth amortizable intangible assets by major asset class: Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) July 31, July 31, July 31, July 31, (In thousands, except remaining useful life) 2017 2016 2017 2016 2017 2016 2017 2016 Amortized intangibles: Covenants not to compete $ 1,702 $ 1,702 $ (1,389 ) $ (1,235 ) $ 313 $ 467 1 2 Supply contracts and customer relationships 75,462 26,471 (22,248 ) (17,052 ) 53,214 9,419 9 3 Trade names 23,859 5,163 (4,989 ) (3,423 ) 18,870 1,740 2 2 Licenses and databases 5,385 2,488 (1,844 ) (2,353 ) 3,541 135 3 1 Intangibles, net $ 106,408 $ 35,824 $ (30,470 ) $ (24,063 ) $ 75,938 $ 11,761 |
Schedule of aggregate amortization expense on intangible assets | Intangible amortization expense for the next five fiscal years based upon July 31, 2017 intangible assets is expected to be as follows: (In thousands) 2018 $ 12,947 2019 9,249 2020 7,912 2021 6,043 2022 6,024 Thereafter 33,763 Total future intangible amortization expense $ 75,938 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following: July 31, (In thousands) 2017 2016 Trade accounts payable $ 20,626 $ 30,087 Accounts payable to sellers 50,534 46,866 Buyer deposits and prepayments 50,603 40,500 Accrued compensation and benefits 31,173 33,382 Accrued insurance 5,263 5,753 Other accrued liabilities 50,216 35,791 Total accounts payable and accrued expenses $ 208,415 $ 192,379 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of future annual payments | As of July 31, 2017 , future payments on the Revolving Loan Facility and Note Purchase Agreement were as follows: (In thousands) July 31, (1) 2018 $ 81,000 2019 150,000 2020 — 2021 — 2022 — Thereafter 400,000 Total future payments $ 631,000 (1) Fiscal 2018 and 2019 payments assume payoff of the current portion of the Revolving Loan Facility in fiscal 2018 and the long-term portion of the Revolving Loan Facility in fiscal 2019 based on management’s intent of the use of the Revolving Loan Facility, which may change on a quarter by quarter basis. |
Fair Value Measures Fair Valu36
Fair Value Measures Fair Value Measures (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | July 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 $ 3,498 $ 3,498 $ 8,422 $ 8,422 Total Assets $ 3,498 $ 3,498 $ 8,422 $ 8,422 Liabilities Long-term fixed rate debt, including current portion $ 400,908 $ 400,908 $ 430,375 $ 430,375 Revolving loan facility 231,000 231,000 238,000 238,000 Total Liabilities $ 631,908 $ 631,908 $ 668,375 $ 668,375 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Schedule 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 Employee Stock Based Tax Withholding (in 000s) FY 2015—Q1 402,666 $ 9.80 249,242 70,832 82,592 $ 15.83 $ 1,121 FY 2015—Q3 279,380 10.14 152,042 41,312 86,026 18.64 770 FY 2015—Q4 400,000 6.01 133,204 104,316 162,480 18.04 1,882 FY 2016—Q4 2,260,000 9.32 821,296 586,304 852,400 25.65 15,039 FY 2017—Q1 18,000,000 7.70 5,408,972 5,255,322 7,335,706 25.62 134,615 (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. |
Schedule of share-based compensation expense | The following table details stock-based payment compensation expense included in the company’s consolidated statements of income: Year Ended July 31, (In thousands) 2017 2016 2015 General and administrative $ 17,622 $ 18,194 $ 15,938 Yard operations 3,286 2,670 2,216 Total stock-based payment compensation $ 20,908 $ 20,864 $ 18,154 |
Schedule of non-vested shares | A summary of the status of the Company’s non-vested shares and its activity during the year ended July 31, 2017 was as follows: (In thousands, except per share amounts) Number of Shares Weighted Average Grant- date Fair Value Non-vested shares at July 31, 2016 9,622 $ 5.33 Grants of non-vested shares 939 7.05 Vested (3,509 ) 5.30 Forfeitures or expirations (385 ) 5.55 Non-vested shares at July 31, 2017 6,667 $ 5.57 |
Schedule of option activity | Stock option activity for the year ended July 31, 2017 was as follows: (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 38,902 $ 12.15 4.96 $ 508,401 Grants of options 939 27.83 Exercises (20,682 ) 8.21 Forfeitures or expirations (385 ) 19.12 Outstanding as of July 31, 2017 18,774 $ 17.14 6.48 $ 269,449 Exercisable as of July 31, 2017 12,112 $ 15.95 5.96 $ 188,211 Vested and expected to vest as of July 31, 2017 18,316 $ 17.09 6.45 $ 263,691 |
Schedule of stock options outstanding and exercisable | The following table summarizes stock options outstanding and exercisable as of July 31, 2017 : (In thousands, except per share amounts) Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Weighted Average Exercise Price $6.54–$10.28 2,285 3.18 $ 9.53 2,285 $ 9.53 $10.52–$17.73 3,890 7.10 16.34 2,047 15.18 $17.81–$18.23 9,352 6.44 17.87 6,569 17.88 $18.32–$31.24 3,247 8.19 21.34 1,211 18.94 Outstanding and exercisable as of July 31, 2017 18,774 6.48 17.14 12,112 15.95 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income from continuing operations before taxes | Income before taxes consisted of the following: Year Ended July 31, (In thousands) 2017 2016 2015 U.S. $ 385,526 $ 339,013 $ 286,169 International 54,574 56,852 45,900 Total income before taxes $ 440,100 $ 395,865 $ 332,069 |
Schedule of income tax expense (benefit) from continuing operations | Income tax expense (benefit) from continuing operations consisted of the following: Year Ended July 31, (In thousands) 2017 2016 2015 Federal: Current $ 12,752 $ 103,127 $ 95,468 Deferred 20,094 7,019 5,841 32,846 110,146 101,309 State: Current 1,659 5,347 1,160 Deferred 499 151 (86 ) 2,158 5,498 1,074 International: Current 11,468 10,855 11,062 Deferred (633 ) (994 ) (1,159 ) 10,835 9,861 9,903 Income tax expense $ 45,839 $ 125,505 $ 112,286 |
Schedule of reconciliation of Income tax | A reconciliation of the expected U.S. statutory tax rate to the actual effective income tax rate is as follows: Year Ended July 31, (In thousands) 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income tax benefit 1.3 0.9 1.1 International rate differential (1.8 ) (1.8 ) (1.9 ) Compensation and fringe benefits (1) (24.3 ) (3.6 ) 0.1 Other differences 0.2 1.2 (0.5 ) Effective tax rate 10.4 % 31.7 % 33.8 % (1) Included in the compensation and fringe benefits rate reconciliation is the impact of the Company’s adoption, during the fourth quarter of fiscal 2016 on a modified retrospective basis, of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies related to exercises of stock options are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. |
Schedule of tax effects on deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) are presented below: July 31, (In thousands) 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 1,177 $ 1,396 Accrued compensation and benefits 26,621 43,594 State taxes 215 638 Accrued other 2,684 3,018 Deferred revenue (371 ) (545 ) Property and equipment 9,405 14,170 Losses carried forward 3,688 3,312 Federal tax benefit 10,542 10,757 Total gross deferred tax assets 53,961 76,340 Less: Valuation allowance (6,455 ) (5,420 ) Net deferred tax assets 47,506 70,920 Deferred tax liabilities: Vehicle pooling costs (9,590 ) (8,871 ) Prepaid insurance (1,333 ) (1,142 ) Intangibles and goodwill (38,580 ) (39,773 ) Total gross deferred tax liabilities (49,503 ) (49,786 ) Net deferred tax (liabilities) assets $ (1,997 ) $ 21,134 |
Schedule of net deferred tax liability | The above net deferred tax assets and liabilities have been reflected in the accompanying consolidated balance sheets as follows: July 31, (In thousands) 2017 2016 U.S. current (liabilities) assets $ (92 ) $ 1,444 U.S. non-current assets 1,054 23,506 International non-current liabilities (2,959 ) (3,816 ) Net deferred tax (liabilities) assets $ (1,997 ) $ 21,134 |
Schedule of unrecognized tax benefits | The following table summarizes the activities related to the Company’s unrecognized tax benefits: July 31, (In thousands) 2017 2016 2015 Beginning balance $ 20,715 $ 17,428 $ 18,419 Increases related to current year tax position 2,807 4,311 3,441 Prior year tax positions: Prior year increase 2,694 1,120 599 Prior year decrease (3,605 ) — — Cash settlement (1,123 ) (412 ) (225 ) Lapse of statute of limitations (2,219 ) (1,732 ) (4,806 ) Ending balance $ 19,269 $ 20,715 $ 17,428 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Jul. 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 shares outstanding to diluted weighted average shares outstanding: Year Ended July 31, (In thousands) 2017 2016 2015 Weighted average common shares outstanding 228,686 228,846 251,829 Effect of dilutive securities — stock options 8,333 15,449 11,022 Weighted average common and dilutive potential common shares outstanding 237,019 244,295 262,851 |
Segments and Other Geographic40
Segments and Other Geographic Information (Tables) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Schedule of revenues by geographic location | The following tables present financial information by segment: Year Ended July 31, 2017 (In thousands) United States International Total Total service revenues and vehicle sales $ 1,193,188 $ 254,793 $ 1,447,981 Yard operations 585,587 92,814 678,401 Cost of vehicle sales 61,484 76,068 137,552 General and administrative 130,392 20,972 151,364 Impairment of long-lived assets 19,365 — 19,365 Operating income 396,360 64,939 461,299 Interest (expense) income, net (23,373 ) 1,000 (22,373 ) Other income, net (10 ) 1,184 1,174 Intercompany income (expense) 12,549 (12,549 ) — Income before income tax expense 385,526 54,574 440,100 Income tax expense 34,985 10,854 45,839 Net income $ 350,541 $ 43,720 $ 394,261 Depreciation and amortization $ 47,507 $ 9,493 $ 57,000 Capital expenditures, including acquisitions 317,646 15,344 332,990 Total assets 1,514,018 468,483 1,982,501 Goodwill 259,162 81,081 340,243 | Year Ended July 31, 2016 (In thousands) United States International Total Total service revenues and vehicle sales $ 1,016,036 $ 252,413 $ 1,268,449 Yard operations 494,146 88,758 582,904 Cost of vehicle sales 55,866 85,093 140,959 General and administrative 118,315 19,801 138,116 Operating income 347,709 58,761 406,470 Interest (expense) income, net (23,178 ) 1,021 (22,157 ) Other income, net 1,216 10,336 11,552 Intercompany income (expense) 13,266 (13,266 ) — Income before income tax expense 339,013 56,852 395,865 Income tax expense 115,667 9,838 125,505 Net income $ 223,346 $ 47,014 $ 270,360 Depreciation and amortization $ 39,083 $ 9,492 $ 48,575 Capital expenditures, including acquisitions 153,451 20,466 173,917 Total assets 1,249,755 400,065 1,649,820 Goodwill 179,906 80,292 260,198 | Year Ended July 31, 2015 (In thousands) United States International Total Total service revenues and vehicle sales $ 902,880 $ 243,199 $ 1,146,079 Yard operations 440,517 85,774 526,291 Cost of vehicle sales 52,232 84,180 136,412 General and administrative 120,140 18,835 138,975 Operating income 289,991 54,410 344,401 Interest (expense) income, net (17,622 ) 318 (17,304 ) Other income, net 2,707 2,265 4,972 Intercompany income (expense) 11,093 (11,093 ) — Income before income tax expense 286,169 45,900 332,069 Income tax expense 102,379 9,907 112,286 Net income $ 183,790 $ 35,993 $ 219,783 Depreciation and amortization $ 36,238 $ 10,335 $ 46,573 Capital expenditures, including acquisitions 64,769 14,384 79,153 Total assets 1,404,946 393,714 1,798,660 Goodwill 176,890 94,960 271,850 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under noncancelable capital and operating leases | The future minimum lease commitments for the next five fiscal years, under non-cancelable capital and operating leases with initial or remaining lease terms in excess of one year were as follows: Years Ending July 31, (In thousands) Capital Leases Operating Leases 2018 $ 1,153 $ 28,126 2019 966 23,364 2020 30 17,285 2021 13 14,409 2022 — 10,147 Thereafter — 59,436 Subtotal 2,162 152,767 Less: Amount relating to interest (97 ) — Total $ 2,065 $ 152,767 |
Quarterly Information (Tables)
Quarterly Information (Tables) | 12 Months Ended |
Jul. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Fiscal Quarter Fiscal Year 2017 First (2) Second (2) Third (2) Fourth Total revenue $ 345,991 $ 349,532 $ 373,862 $ 378,596 Gross margin 145,293 146,765 172,505 167,465 Operating income 104,824 108,880 136,788 110,807 Income before income taxes 102,534 100,099 131,088 106,379 Net income attributable to Copart, Inc. 167,280 66,066 90,546 70,335 Basic net income per common share $ 0.74 $ 0.29 $ 0.39 $ 0.31 Diluted net income per common share $ 0.70 $ 0.28 $ 0.38 $ 0.30 Fiscal Quarter Fiscal Year 2016 First (2) Second (2) Third (2) Fourth (2) Total revenue $ 288,838 $ 299,706 $ 347,246 $ 332,659 Gross margin 120,861 124,614 157,647 141,464 Operating income 86,246 92,085 121,948 106,191 Income before income taxes 81,760 91,552 116,568 105,985 Net income attributable to Copart, Inc. 52,610 59,007 74,623 84,120 Basic net income per common share $ 0.22 $ 0.25 $ 0.34 $ 0.38 Diluted net income per common share $ 0.21 $ 0.24 $ 0.32 $ 0.35 (1) Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. (2) Earnings per share data were revised from previously reported amounts due to a two-for-one common stock split effected in the form of a stock dividend. See Note 1 — Summary of Significant Accounting Policies . |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Cumulative Translation Adjustment Summary [Roll Forward] | ||
Cumulative loss on foreign currency translation, Beginning balance | $ (109,194) | $ (68,510) |
Gain (loss) on foreign currency translation | 8,518 | (40,684) |
Cumulative loss on foreign currency translation, Ending balance | $ (100,676) | $ (109,194) |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details 1) - Stock Options - $ / shares | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value assumptions, method used | Black-Scholes Merton (BSM) option-pricing model | Black-Scholes Merton (BSM) option-pricing model | Black-Scholes Merton (BSM) option-pricing model |
Risk-free interest rate, minimum | 1.20% | 1.16% | 1.58% |
Risk-free interest rate, maximum | 2.07% | 2.06% | 2.26% |
Estimated volatility, minimum | 20.00% | 21.00% | 22.00% |
Estimated volatility, maximum | 23.00% | 26.00% | 28.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Weighted average fair value at measurement date (in dollars per share) | $ 7.05 | $ 5.04 | $ 5.09 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 5 years 6 months | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 7 years 4 months 24 days | 7 years 2 months 12 days | 7 years 2 months 12 days |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Details Textuals) $ in Thousands | 12 Months Ended | |||||
Jul. 31, 2017Derivative | Jul. 31, 2017USD ($)Derivative | Jul. 31, 2017Derivative | Jul. 31, 2017DerivativeSegment | Jul. 31, 2016USD ($)Derivative | Jul. 31, 2015USD ($)Derivative | |
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 107,600 | $ 14,700 | $ 0 | |||
Stockholders' Equity Note, Stock Split | two-for-one | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 59.50% | 59.50% | 59.50% | 59.50% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 40.50% | 40.50% | 40.50% | 40.50% | ||
Capitalized Computer Software, Period Increase (Decrease) | $ 29,800 | |||||
Capitalized Computer Software, Impairments | $ 19,400 | |||||
Number of interest rate derivatives held | Derivative | 0 | 0 | 0 | 0 | 2 | 2 |
Advertising expenses | $ 5,600 | $ 6,800 | $ 4,900 | |||
Available-for-sale Securities, Amortized Cost Basis | 21,100 | |||||
Available-for-sale Securities, Gross Realized Gains (Losses), Sale Proceeds | 21,500 | |||||
Available-for-sale Securities, Gross Realized Gains | 400 | |||||
Proceeds from stock options exercised | 31,188 | 13,240 | 3,634 | |||
Income tax benefit realized from stock-based payment compensation | $ 0 | $ 0 | $ 2,971 | |||
Number of operating segments | 2 | 2 | ||||
Number of reportable segment | 2 | 2 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details Textuals 1) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||
Self Insured Claims Reserve | $ 5.3 | $ 5.3 | |
Sales Revenue, Net [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, benchmark description | more than 10 | more than 10 | more than 10 |
Concentration risk, customer | No single customer accounted for more than 10 | no single customer accounted for more than 10 | no single customer accounted for more than 10 |
Accounts receivables | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk, benchmark description | more than 10 | more than 10 | |
Concentration risk, customer | no customer accounted for more than 10% | one customer accounted for more than 10 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details Textuals 2) - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Software development costs, gross | $ 38,500,000 | $ 49,400,000 | |
Accumulated amortization | 25,700,000 | 20,900,000 | |
Capitalized Computer Software, Impairments | 19,400,000 | ||
Retained Insurance Liabilities [Abstract] | |||
Amount deductible per claim - insurance policies | 250,000 | ||
Amount deductible per claim - medical policy | 500,000 | ||
Self insured claims reserve | 5,300,000 | 5,300,000 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Proceeds from the exercise of stock options | 31,188,000 | 13,240,000 | $ 3,634,000 |
Income tax benefit realized from stock-based payment compensation | $ 0 | $ 0 | $ 2,971,000 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Description of useful lives | between five and ten years | ||
Internally developed or purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Description of useful lives | three to seven years | ||
Transportation and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Description of useful lives | three to twenty years | ||
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Description of useful lives | three to ten years | ||
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Description of useful lives | 5 to 40 years or the lease term, whichever is shorter | ||
Minimum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 5 years | ||
Minimum | Internally developed or purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 3 years | ||
Minimum | Transportation and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 3 years | ||
Minimum | Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 3 years | ||
Minimum | Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 5 years | ||
Maximum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 10 years | ||
Maximum | Internally developed or purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 7 years | ||
Maximum | Transportation and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 20 years | ||
Maximum | Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 10 years | ||
Maximum | Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 40 years |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017USD ($)business | Jul. 31, 2016USD ($)business | Jul. 31, 2015USD ($)business | |
Business Acquisition [Line Items] | |||
Number of Businesses Acquired | business | 2 | 0 | 0 |
Total cash paid, net of cash acquired | $ 160,812 | $ 0 | $ 0 |
Acquisitions 2017 [Domain] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Total acquisition price | $ 160,800 | ||
Allocation of the acquisition: | |||
Accounts receivable and prepaid expenses | 6,583 | ||
Vehicle pooling costs | 571 | ||
Property and equipment | 10,903 | ||
Inventory | 1,067 | ||
Intangible assets | 70,900 | ||
Goodwill | 79,256 | ||
Liabilities assumed | (7,968) | ||
Noncontrolling interest | (500) | ||
Fair value of net assets and liabilities acquired | $ 160,812 |
Acquisitions (Details Textuals)
Acquisitions (Details Textuals) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017USD ($)businesscustomer | Jul. 31, 2016USD ($)businesscustomer | Jul. 31, 2015USD ($)businesscustomer | |
Business Acquisition [Line Items] | |||
Number of Businesses Acquired | business | 2 | 0 | 0 |
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 1,900 | $ 0 | $ 0 |
Goodwill | 340,243 | 260,198 | $ 271,850 |
Intangibles, net | $ 75,938 | $ 11,761 | |
Covenants not to compete | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 1 year | 2 years | |
Intangibles, net | $ 313 | $ 467 | |
Licenses and databases | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 3 years | 1 year | |
Intangibles, net | $ 3,541 | $ 135 | |
Acquisitions 2017 | Supply contracts | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 3 years | ||
Acquisitions 2017 | Supply contracts | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 11 years | ||
Acquisitions 2017 | Customer relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 3 years | ||
Acquisitions 2017 | Customer relationships | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 11 years | ||
Acquisitions 2017 | Trade name | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 3 years | ||
Acquisitions 2017 | Trade name | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 11 years | ||
Acquisitions 2017 | Licenses and databases | Minimum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 3 years | ||
Acquisitions 2017 | Licenses and databases | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life of intangible assets | 11 years | ||
Sales Revenue, Net [Member] | |||
Business Acquisition [Line Items] | |||
Concentration risk, benchmark description | more than 10 | more than 10 | more than 10 |
Concentration Risk, Customer | No single customer accounted for more than 10 | no single customer accounted for more than 10 | no single customer accounted for more than 10 |
Number of Customers Exceeding Threshold | customer | 0 | 0 | 0 |
Accounts Receivable [Member] | |||
Business Acquisition [Line Items] | |||
Concentration risk, benchmark description | more than 10 | more than 10 | |
Concentration Risk, Customer | no customer accounted for more than 10% | one customer accounted for more than 10 | |
Number of Customers Exceeding Threshold | customer | 0 | 1 | |
Employee Stock Option [Member] | |||
Business Acquisition [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 23.00% | 26.00% | 28.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black-Scholes Merton (BSM) option-pricing model | Black-Scholes Merton (BSM) option-pricing model | Black-Scholes Merton (BSM) option-pricing model |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.20% | 1.16% | 1.58% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.07% | 2.06% | 2.26% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 20.00% | 21.00% | 22.00% |
Employee Stock Option [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months | 5 years 3 months 18 days | 5 years 3 months 18 days |
Employee Stock Option [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 4 months 24 days | 7 years 2 months 12 days | 7 years 2 months 12 days |
Office Equipment [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Office Equipment [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Building and Building Improvements [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Building and Building Improvements [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Leasehold Improvements [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Leasehold Improvements [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Software and Software Development Costs [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Software and Software Development Costs [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Transportation Equipment [Member] | Minimum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Transportation Equipment [Member] | Maximum | |||
Business Acquisition [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross, current | $ 316,157 | $ 270,390 | ||
Less allowance for doubtful accounts | (4,311) | (4,120) | $ (2,988) | $ (3,584) |
Accounts receivable, net | 311,846 | 266,270 | ||
Advance charges receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross, current | 204,097 | 182,824 | ||
Trade accounts receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross, current | 110,189 | 86,455 | ||
Other receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross, current | $ 1,871 | $ 1,111 |
Accounts Receivable, Net (Det51
Accounts Receivable, Net (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of year | $ 4,120 | $ 2,988 | $ 3,584 |
Charged to costs and expenses | 2,928 | 3,646 | 2,221 |
Deductions to bad debt | (2,737) | (2,514) | (2,817) |
Balance at end of year | $ 4,311 | $ 4,120 | $ 2,988 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,396,050 | $ 1,232,328 |
Less: Accumulated depreciation and amortization | (451,994) | (415,537) |
Property and equipment, net | 944,056 | 816,791 |
Transportation and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 120,420 | 85,083 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 51,778 | 51,473 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 38,501 | 49,426 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 629,826 | 556,780 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 555,525 | $ 489,566 |
Property and Equipment, Net (53
Property and Equipment, Net (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 39.6 | $ 34.2 | $ 34.9 |
Capitalized Computer Software, Period Increase (Decrease) | 29.8 | ||
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense | $ 10.6 | $ 8.5 | $ 5 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 260,198 | $ 271,850 |
Goodwill recorded during the period | 79,256 | 0 |
Effect of foreign currency exchange rates | 789 | (11,652) |
Ending balance | $ 340,243 | $ 260,198 |
Intangibles, Net (Details)
Intangibles, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Amortized intangible assets: | ||
Gross Carrying Amount | $ 106,408 | $ 35,824 |
Accumulated Amortization | (30,470) | (24,063) |
Intangibles, net | 75,938 | 11,761 |
Covenants not to compete | ||
Amortized intangible assets: | ||
Gross Carrying Amount | 1,702 | 1,702 |
Accumulated Amortization | (1,389) | (1,235) |
Intangibles, net | $ 313 | $ 467 |
Useful life of intangible assets | 1 year | 2 years |
Supply contracts and customer relationships | ||
Amortized intangible assets: | ||
Gross Carrying Amount | $ 75,462 | $ 26,471 |
Accumulated Amortization | (22,248) | (17,052) |
Intangibles, net | $ 53,214 | $ 9,419 |
Useful life of intangible assets | 9 years | 3 years |
Trade names | ||
Amortized intangible assets: | ||
Gross Carrying Amount | $ 23,859 | $ 5,163 |
Accumulated Amortization | (4,989) | (3,423) |
Intangibles, net | $ 18,870 | $ 1,740 |
Useful life of intangible assets | 2 years | 2 years |
Licenses and databases | ||
Amortized intangible assets: | ||
Gross Carrying Amount | $ 5,385 | $ 2,488 |
Accumulated Amortization | (1,844) | (2,353) |
Intangibles, net | $ 3,541 | $ 135 |
Useful life of intangible assets | 3 years | 1 year |
Intangibles, Net (Details 1)
Intangibles, Net (Details 1) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2,018 | $ 12,947 | |
2,019 | 9,249 | |
2,020 | 7,912 | |
2,021 | 6,043 | |
2,022 | 6,024 | |
Thereafter | 33,763 | |
Intangibles, net | $ 75,938 | $ 11,761 |
Intangibles, Net (Details Textu
Intangibles, Net (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization expenses | $ 6.8 | $ 5.8 | $ 6.8 |
Accounts Payable and Accrued 58
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 20,626 | $ 30,087 |
Accounts payable to sellers | 50,534 | 46,866 |
Buyer deposits and prepayments | 50,603 | 40,500 |
Accrued compensation and benefits | 31,173 | 33,382 |
Accrued insurance | 5,263 | 5,753 |
Other accrued liabilities | 50,216 | 35,791 |
Total accounts payable and accrued expenses | $ 208,415 | $ 192,379 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 81,000 |
2,019 | 150,000 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 400,000 |
Total future payments | $ 631,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textuals) - USD ($) $ in Thousands | Jul. 21, 2016 | Jul. 21, 2016 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Mar. 14, 2016 | Jul. 21, 2016 | Mar. 15, 2016 | Dec. 03, 2014 |
Line of Credit Facility [Line Items] | |||||||||
Total Consolidated Net Leverage Ratio | 83.00% | ||||||||
Minimum Liquidity | $ 803,200 | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | ||||||||
Reference rate | 1.23% | ||||||||
Debt instrument costs | $ 0 | $ 1,179 | $ 955 | ||||||
Amortization of Debt Issuance Costs | 600 | ||||||||
Federal Funds Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.50% | ||||||||
LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | ||||||||
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% | ||||||||
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% | ||||||||
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% | ||||||||
Line of Credit | Revolving Credit Facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee rate range | 0.15% | ||||||||
Line of Credit | Revolving Credit Facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee rate range | 0.30% | ||||||||
Scenario 1 [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms 1 | 325.00% | ||||||||
Note Agreement, Covenant Terms | 325.00% | ||||||||
Scenario 2 [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms 1 | 350.00% | ||||||||
Note Agreement, Covenant Terms | 350.00% | ||||||||
Wells Fargo and Bank of America | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Mar. 15, 2021 | ||||||||
Wells Fargo and Bank of America | 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% | ||||||||
Wells Fargo and Bank of America | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayments of lines of credit | $ 242,500 | ||||||||
Wells Fargo and Bank of America | Line of Credit | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 300,000 | ||||||||
Outstanding borrowings | $ 0 | ||||||||
Wells Fargo and Bank of America | Line of Credit | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 300,000 | ||||||||
Amortization of financing costs | $ 7,500 | $ 18,800 | |||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Jul. 21, 2021 | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Revolving Credit Facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee rate range | 0.125% | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Revolving Credit Facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee rate range | 0.20% | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Scenario 3 [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | 50 | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Scenario 4 [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | 75 | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | 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. [Member] | 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. [Member] | 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. [Member] | 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% | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Line of Credit | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding borrowings | $ 231,000 | $ 238,000 | |||||||
First Amendment To Credit Agreement [Member] | Wells Fargo and Bank of America | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 350,000 | ||||||||
Line of Credit, Maximum Borrowing Capacity, Increase | 50,000 | ||||||||
First Amendment To Credit Agreement [Member] | Wells Fargo and Bank of America | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 93,800 | ||||||||
Outstanding borrowings | $ 93,800 | ||||||||
Credit Agreement [Member] | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Dec. 3, 2019 | ||||||||
Second Amendment To Credit Agreement [Member] [Domain] | WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. [Member] | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 500,000 | $ 500,000 | $ 850,000 | $ 500,000 | |||||
Note Purchase Agreement [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument costs | 3,400 | ||||||||
Capitalized debt issuance fees | 2,000 | 2,000 | 2,000 | ||||||
Debt discount | $ 1,400 | $ 1,400 | $ 1,400 | ||||||
Note Purchase Agreement [Member] | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior notes | 400,000 | ||||||||
4.07% Senior Notes, Series A | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior notes | $ 100,000 | ||||||||
Stated interest rate | 4.07% | ||||||||
4.19% Senior Notes, Series B | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior notes | $ 100,000 | ||||||||
Stated interest rate | 4.19% | ||||||||
4.25% Senior Notes, Series C | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior notes | $ 100,000 | ||||||||
Stated interest rate | 4.25% | ||||||||
4.35% Senior Notes, Series D | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior notes | $ 100,000 | ||||||||
Stated interest rate | 4.35% |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details Textuals) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017USD ($)Derivative | Jul. 31, 2016USD ($)Derivative | Jul. 31, 2015USD ($)Derivative | |
Derivative [Line Items] | |||
Number of interest rate derivatives held | Derivative | 0 | 2 | 2 |
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, type of instrument | interest rate swaps | ||
Amount reclassified into earnings | $ | $ 0 | $ 0.5 | $ 1.7 |
Description of interest rate cash flow hedge accounting method | hypothetical derivative method |
Fair Value Measures Fair Valu62
Fair Value Measures Fair Value Measures (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 3,498 | $ 8,422 |
Assets, Fair Value Disclosure, Recurring | 3,498 | 8,422 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 631,908 | 668,375 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,498 | 8,422 |
Assets, Fair Value Disclosure, Recurring | 3,498 | 8,422 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 631,908 | 668,375 |
Variable Rate Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term Debt, Fair Value | 231,000 | 238,000 |
Fixed Rate Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 400,908 | 430,375 |
Fixed Rate Debt [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | $ 400,908 | $ 430,375 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | ||||||||
Options Exercised | 18,000,000 | 2,260,000 | 400,000 | 279,380 | 402,666 | |||
Exercise Price | $ 7.70 | $ 9.32 | $ 6.01 | $ 10.14 | $ 9.80 | |||
Shares Net Settled for Exercise | 5,408,972 | 821,296 | 133,204 | 152,042 | 249,242 | |||
Net Shares to Employee | 5,255,322 | 586,304 | 104,316 | 41,312 | 70,832 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 7,335,706 | 852,400 | 162,480 | 86,026 | 82,592 | |||
Share Price for Withholding | $ 25.62 | $ 25.65 | $ 18.04 | $ 18.64 | $ 15.83 | |||
Tax Withholding (in 000's) | $ 134,615 | $ 15,039 | $ 1,882 | $ 770 | $ 1,121 | $ 135,433 | $ 15,039 | $ 3,822 |
Stockholder's Equity (Details 1
Stockholder's Equity (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based payment compensation | $ 20,908 | $ 20,864 | $ 18,154 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based payment compensation | 17,622 | 18,194 | 15,938 |
Yard operations | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based payment compensation | $ 3,286 | $ 2,670 | $ 2,216 |
Stockholder's Equity (Details 2
Stockholder's Equity (Details 2) - Stock Options - $ / shares | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 939,000 | ||
Number Of Shares [Roll Forward] | |||
Non-vested shares at July 31, | 9,622,000 | ||
Vested (in shares) | (3,509,000) | ||
Forfeitures or expirations (in shares) | (385,000) | ||
Non-vested shares at July 31, | 6,667,000 | 9,622,000 | |
Weighted Average Grant Date Fair Value [Roll Forward] | |||
Non-vested shares at July 31, 2016, fair value | $ 5.33 | ||
Grants of non-vested shares, fair value | 7.05 | $ 5.04 | $ 5.09 |
Vested, fair value | 5.30 | ||
Forfeitures or expirations, fair value | 5.55 | ||
Non-vested shares at July 31, 2017, fair value | $ 5.57 | $ 5.33 |
Stockholder's Equity (Details 3
Stockholder's Equity (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Jul. 31, 2017 | Jul. 31, 2016 | |
Number Of Options [Roll Forward] | |||||||
Exercise of stock options, net of repurchased shares (in shares) | (18,000,000) | (2,260,000) | (400,000) | (279,380) | (402,666) | ||
Weighted Average Exercise Price [Roll Forward] | |||||||
Exercises (in dollars per share) | $ 7.70 | $ 9.32 | $ 6.01 | $ 10.14 | $ 9.80 | ||
Stock Options | |||||||
Number Of Options [Roll Forward] | |||||||
Outstanding at July 31, 2016 (in shares) | 38,902,000 | 38,902,000 | |||||
Grants of options (in shares) | 939,000 | ||||||
Exercise of stock options, net of repurchased shares (in shares) | (20,682,000) | ||||||
Forfeitures or expirations (in shares) | (385,000) | ||||||
Outstanding at July 31, 2017 (in shares) | 38,902,000 | 18,774,000 | 38,902,000 | ||||
Exercisable at July 31, 2017 (in shares) | 12,112,000 | ||||||
Vested and expected to vest at July 31, 2016 (in shares) | 18,316,000 | ||||||
Weighted Average Exercise Price [Roll Forward] | |||||||
Outstanding at July 31, 2016 (in dollars per share) | $ 12.15 | $ 12.15 | |||||
Grants of options (in dollars per share) | 27.83 | ||||||
Exercises (in dollars per share) | 8.21 | ||||||
Forfeitures or expirations (in dollars per share) | 19.12 | ||||||
Outstanding at July 31, 2017 (in dollars per share) | $ 12.15 | 17.14 | $ 12.15 | ||||
Exercisable at July 31, 2017 (in dollars per share) | 15.95 | ||||||
Vested and expected to vest at July 31, 2017 (in dollars per share) | $ 17.09 | ||||||
Weighted-Average Remaining Contractual Term [Roll Forward] | |||||||
Outstanding at July 31, 2016 | 4 years 11 months 16 days | ||||||
Outstanding at July 31, 2017 | 6 years 5 months 23 days | ||||||
Exercisable at July 31, 2017 | 5 years 11 months 16 days | ||||||
Vested and expected to vest at July 31, 2016 | 6 years 5 months 12 days | ||||||
Aggregate Intrinsic Value [Roll Forward] | |||||||
Outstanding at July 31, 2016 | $ 508,401 | $ 508,401 | |||||
Outstanding at July 31, 2017 | $ 508,401 | 269,449 | $ 508,401 | ||||
Exercisable at July 31, 2017 | 188,211 | ||||||
Vested and expected to vest at July 31, 2017 | $ 263,691 |
Stockholder's Equity (Details 4
Stockholder's Equity (Details 4) - Stock Options | 12 Months Ended |
Jul. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at July 31, 2017 (in shares) | shares | 18,774,000 |
Weighted-Average Remaining Contractual Life | 6 years 5 months 23 days |
Weighted- Average Exercise Price, Options Outstanding | $ 17.14 |
Number Exercisable at July 31, 2017 (in shares) | shares | 12,112,000 |
Weighted-Average Exercise Price, Options Exercisable | $ 15.95 |
$6.54–$10.28 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range | 6.54 |
Exercise price upper range | $ 10.28 |
Number Outstanding at July 31, 2017 (in shares) | shares | 2,285,000 |
Weighted-Average Remaining Contractual Life | 3 years 2 months 5 days |
Weighted- Average Exercise Price, Options Outstanding | $ 9.53 |
Number Exercisable at July 31, 2017 (in shares) | shares | 2,285,000 |
Weighted-Average Exercise Price, Options Exercisable | $ 9.53 |
$10.52–$17.73 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range | 10.52 |
Exercise price upper range | $ 17.73 |
Number Outstanding at July 31, 2017 (in shares) | shares | 3,890,000 |
Weighted-Average Remaining Contractual Life | 7 years 1 month 6 days |
Weighted- Average Exercise Price, Options Outstanding | $ 16.34 |
Number Exercisable at July 31, 2017 (in shares) | shares | 2,047,000 |
Weighted-Average Exercise Price, Options Exercisable | $ 15.18 |
$17.81–$18.23 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range | 17.81 |
Exercise price upper range | $ 18.23 |
Number Outstanding at July 31, 2017 (in shares) | shares | 9,352,000 |
Weighted-Average Remaining Contractual Life | 6 years 5 months 9 days |
Weighted- Average Exercise Price, Options Outstanding | $ 17.87 |
Number Exercisable at July 31, 2017 (in shares) | shares | 6,569,000 |
Weighted-Average Exercise Price, Options Exercisable | $ 17.88 |
$18.32–$31.24 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price lower range | 18.32 |
Exercise price upper range | $ 31.24 |
Number Outstanding at July 31, 2017 (in shares) | shares | 3,247,000 |
Weighted-Average Remaining Contractual Life | 8 years 2 months 9 days |
Weighted- Average Exercise Price, Options Outstanding | $ 21.34 |
Number Exercisable at July 31, 2017 (in shares) | shares | 1,211,000 |
Weighted-Average Exercise Price, Options Exercisable | $ 18.94 |
Stockholder's Equity (Details T
Stockholder's Equity (Details Textuals) - $ / shares | 12 Months Ended | 70 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2017 | |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 230,488,296 | 220,244,120 | 230,488,296 | |
Common stock, reserved for issuance of stock options | 28,878,913 | 41,625,934 | 28,878,913 | |
Common stock, shares issued | 230,488,296 | 220,244,120 | 230,488,296 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Stock Repurchased and Retired During Period, Shares | 0 | 5,877,038 | 463,000 | 106,913,602 |
Employee Stock Purchase Plan (ESPP) | ||||
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, reserved for issuance of stock options | 1,788,909 | 1,979,622 | 1,788,909 |
Stockholder's Equity (Details69
Stockholder's Equity (Details Textuals 1) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | 70 Months Ended | |||||
Jul. 31, 2015 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2017 | Dec. 30, 2015 | Jul. 09, 2015 | Sep. 22, 2011 | |
Stock Repurchase [Abstract] | ||||||||
Additional common stock authorized for repurchase (in shares) | 80,000,000 | |||||||
Common stock authorized for repurchase (in shares) | 196,000,000 | |||||||
Company repurchased common stock (in shares) | 0 | 5,877,038 | 463,000 | 106,913,602 | ||||
Company repurchased common stock | $ 8.3 | $ 117.9 | ||||||
Shares remaining available for repurchase | 89,086,398 | 89,086,398 | ||||||
Remittance to taxing authorities under statutory withholding in fiscal year 2013, 2012 and 2011 | $ 134.6 | $ 15 | $ 3.8 | |||||
Common Stock [Member] | ||||||||
Stock Repurchase [Abstract] | ||||||||
Stock repurchase price per share (in dollars per share) | $ 18.01 | $ 20.065 | $ 18.01 | |||||
Common Stock [Member] | Dutch Auction [Member] | ||||||||
Stock Repurchase [Abstract] | ||||||||
Common stock authorized for repurchase (in shares) | 14,634,146 | 27,777,776 | ||||||
Company repurchased common stock (in shares) | 16,666,666 | 12,508,122 | ||||||
Stock repurchase price per share (in dollars per share) | $ 19.50 | |||||||
Common Shares Purchased Under Tender Offer, Value | $ 325 | $ 225.1 | ||||||
Common Stock [Member] | Dutch Auction [Member] | Maximum | ||||||||
Stock Repurchase [Abstract] | ||||||||
Stock Repurchase Program, Share Offer Price | 20.50 | |||||||
Tender price to purchase common shares | $ 18 | |||||||
Common Stock [Member] | Dutch Auction [Member] | Minimum | ||||||||
Stock Repurchase [Abstract] | ||||||||
Stock Repurchase Program, Share Offer Price | $ 19 | |||||||
Tender price to purchase common shares | $ 17.375 |
Stockholder's Equity (Details70
Stockholder's Equity (Details Textuals 2) - USD ($) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Employee Stock Purchase Plan (ESPP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock authorized to purchase | 10,000,000 | ||
Discount from market price | 15.00% | ||
Offering period | 6 months | ||
Maximum percentage of salary withheld for employee contribution | up to 10% | ||
Compensation contribution limit in percentage | may not exceed 15 | ||
Number of shares of common stock issued pursuant to the ESPP | 190,713 | 216,264 | 202,030 |
Common stock have been issued pursuant to the ESPP | 8,291,165 | ||
Shares were available for future grant under the Plan (in shares) | 1,788,909 | ||
Maximum annual contributions per employee, percent | 10.00% | ||
Share-based compensation arrangement by share-based payment award, maximum employee contribution permitted value | $ 25,000 | ||
Maximum annual contributions per employee, conditional percent | 15.00% | ||
2007 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock authorized to purchase | 16,000,000 | ||
Shares were available for future grant under the Plan (in shares) | 10,103,589 |
Stockholder's Equity (Details71
Stockholder's Equity (Details Textuals 3) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | 70 Months Ended | ||||
Oct. 31, 2013 | Dec. 31, 2007 | Jan. 31, 2014 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2017 | Sep. 22, 2011 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 196,000,000 | |||||||
Stock Repurchased and Retired During Period, Shares | 0 | 5,877,038 | 463,000 | 106,913,602 | ||||
Vesting term of second group of options | 4 years | |||||||
Equity Incentive 2007 Plan | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Maximum vesting term for incentive and non-qualified stock options determined by board of directors | 10 years | |||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 5 years | |||||||
April 2009 Grants | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Recognized compensation expense | $ 7.5 | |||||||
October 2013 Grants | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Nonqualified stock options to purchase shares, exercise price | $ 17.81 | |||||||
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 | |||||||
Percentage of total aggregate options vested on April 14, 2010 | 20.00% | |||||||
Deferred compensation arrangement with individual - maximum contractual term | Each option will become fully vested, assuming continued service, on April 15, 2019 and December 16, 2018, respectively. | |||||||
Total compensation expense to be recognized per grant | $ 40 | |||||||
Recognized compensation expense | $ 7.5 | $ 7.5 | ||||||
Percentage of stock options which would get immediately vested on termination of executive | 100.00% | |||||||
Percentage of stock options which would get immediately vested on change of control | 100.00% | |||||||
Fair value of each option of grant | $ 5.72 | |||||||
A. Jayson Adair | October 2013 Grants | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Nonqualified stock options to purchase shares | 4,000,000 | |||||||
Vincent W. Mitz | October 2013 Grants | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Nonqualified stock options to purchase shares | 3,000,000 | |||||||
Common Stock [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||
Stock Repurchased and Retired During Period Cost Per Share | $ 20.065 | $ 18.01 |
Stockholder's Equity (Details72
Stockholder's Equity (Details Textuals 4) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Equity [Abstract] | |||
Aggregate intrinsic value of options exercised | $ 366.7 | $ 53.6 | $ 13.4 |
Unrecognized total compensation cost related to non-vested stock-based awards | $ 32 | ||
Amortized cost on a straight-line basis over a weighted average term | 2 years 2 months 16 days | ||
Fair value of options vested | $ 18.6 | $ 21 | $ 19.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 31, 2017 | [1] | Apr. 30, 2017 | [1],[2] | Jan. 31, 2017 | [1],[2] | Oct. 31, 2016 | [1],[2] | Jul. 31, 2016 | [1] | Apr. 30, 2016 | [1] | Jan. 31, 2016 | [1] | Oct. 31, 2015 | [1] | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Income From Continuing Operations Before Taxes [Abstract] | |||||||||||||||||||
Income before income tax expense | $ 106,379 | $ 131,088 | $ 100,099 | $ 102,534 | $ 105,985 | $ 116,568 | $ 91,552 | $ 81,760 | $ 440,100 | $ 395,865 | $ 332,069 | ||||||||
UNITED STATES | |||||||||||||||||||
Income From Continuing Operations Before Taxes [Abstract] | |||||||||||||||||||
U.S. | 385,526 | 339,013 | 286,169 | ||||||||||||||||
International [Member] | |||||||||||||||||||
Income From Continuing Operations Before Taxes [Abstract] | |||||||||||||||||||
International | $ 54,574 | $ 56,852 | $ 45,900 | ||||||||||||||||
[1] | Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. | ||||||||||||||||||
[2] | arnings per share data were revised from previously reported amounts due to a two-for-one common stock split effected in the form of a stock dividend. See Note 1 — Summary of Significant Accounting Policies. |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Federal: | |||
Current | $ 12,752 | $ 103,127 | $ 95,468 |
Deferred | 20,094 | 7,019 | 5,841 |
Federal Income Tax Expense (Benefit), Continuing Operations | 32,846 | 110,146 | 101,309 |
State: | |||
Current | 1,659 | 5,347 | 1,160 |
Deferred | 499 | 151 | (86) |
State and Local Income Tax Expense (Benefit), Continuing Operations | 2,158 | 5,498 | 1,074 |
International: | |||
Current | 11,468 | 10,855 | 11,062 |
Deferred | (633) | (994) | (1,159) |
International Income Tax Expense (Benefit), Continuing Operations | 10,835 | 9,861 | 9,903 |
Income tax expense (benefit), total | $ 45,839 | $ 125,505 | $ 112,286 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income tax benefit | 1.30% | 0.90% | 1.10% |
International rate differential | (1.80%) | (1.80%) | (1.90%) |
Compensation and fringe benefits (1) | (24.30%) | (3.60%) | 0.10% |
Other differences | 0.20% | 1.20% | (0.50%) |
Effective tax rate | 10.40% | 31.70% | 33.80% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 1,177 | $ 1,396 |
Accrued compensation and benefits | 26,621 | 43,594 |
State taxes | 215 | 638 |
Accrued other | 2,684 | 3,018 |
Deferred revenue | 371 | 545 |
Property and equipment | 9,405 | 14,170 |
Losses carried forward | 3,688 | 3,312 |
Federal tax benefit | 10,542 | 10,757 |
Total gross deferred tax assets | 53,961 | 76,340 |
Less: Valuation allowance | (6,455) | (5,420) |
Net deferred tax assets | 47,506 | 70,920 |
Deferred tax liabilities: | ||
Vehicle pooling costs | (9,590) | (8,871) |
Prepaid insurance | (1,333) | (1,142) |
Intangibles and goodwill | (38,580) | (39,773) |
Total gross deferred tax liabilities | (49,503) | (49,786) |
Net deferred tax (liabilities) assets | (1,997) | 21,134 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 13,000 | $ 14,000 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | |||
Net deferred tax (liabilities) assets | $ (1,997) | $ 21,134 | |
UNITED STATES | |||
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | 385,526 | 339,013 | $ 286,169 |
U.S. current (liabilities) assets | (92) | 1,444 | |
U.S. non-current assets | 1,054 | 23,506 | |
International [Member] | |||
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | |||
International non-current liabilities | (2,959) | (3,816) | |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | $ 54,574 | $ 56,852 | $ 45,900 |
Income Taxes (Details 5)
Income Taxes (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of August 1 | $ 20,715 | $ 17,428 | $ 18,419 |
Increases related to current year tax positions | 2,807 | 4,311 | 3,441 |
Prior year tax positions: | |||
Prior year increase | 2,694 | 1,120 | 599 |
Prior year decrease | (3,605) | 0 | 0 |
Cash settlement | (1,123) | (412) | (225) |
Lapse of statute of limitations | (2,219) | (1,732) | (4,806) |
Balance at July 31 | $ 19,269 | $ 20,715 | $ 17,428 |
Income Taxes (Details Textuals)
Income Taxes (Details Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Tax Credit Carryforward, Amount | $ 5,500 | $ 5,000 | |
Valuation allowance | 6,455 | 5,420 | |
Unrecognized tax benefits that would impact effective tax rate | 13,000 | 14,000 | |
Interest and penalties related to income tax | 5,300 | 4,900 | $ 3,800 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 107,600 | 14,700 | 0 |
Income tax benefit realized from stock-based payment compensation | 0 | $ 0 | $ 2,971 |
Undistributed Earnings of Foreign Subsidiaries | $ 181,400 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding | 228,686 | 228,846 | 251,829 |
Effect of dilutive securities — stock options | 8,333 | 15,449 | 11,022 |
Weighted average common and dilutive potential common shares outstanding | 237,019 | 244,295 | 262,851 |
Net Income Per Share (Details T
Net Income Per Share (Details Textuals) - shares | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Stock options excluded from the calculation of dilutive earnings per share | 3,058,808 | 11,594,014 | 11,810,748 |
Segments and Other Geographic82
Segments and Other Geographic Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | [1],[2] | Jan. 31, 2017 | [1],[2] | Oct. 31, 2016 | [1],[2] | Jul. 31, 2016 | Apr. 30, 2016 | [1] | Jan. 31, 2016 | [1] | Oct. 31, 2015 | [1] | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||||
Total service revenues and vehicle sales | $ 1,447,981 | $ 1,268,449 | $ 1,146,079 | ||||||||||||||||
Yard operations | 678,401 | 582,904 | 526,291 | ||||||||||||||||
Cost of vehicle sales | 137,552 | 140,959 | 136,412 | ||||||||||||||||
General and administrative | 151,364 | 138,116 | 138,975 | ||||||||||||||||
Impairment of long-lived assets | 19,365 | 0 | 0 | ||||||||||||||||
Operating income | $ 110,807 | [1] | $ 136,788 | $ 108,880 | $ 104,824 | $ 106,191 | [1] | $ 121,948 | $ 92,085 | $ 86,246 | 461,299 | 406,470 | 344,401 | ||||||
Interest (expense) income, net | (22,373) | (22,157) | (17,304) | ||||||||||||||||
Other income, net | 1,174 | 11,552 | 4,972 | ||||||||||||||||
Intercompany income (expense) | 0 | 0 | 0 | ||||||||||||||||
Income before income tax expense | 106,379 | [1] | 131,088 | 100,099 | 102,534 | 105,985 | [1] | 116,568 | 91,552 | 81,760 | 440,100 | 395,865 | 332,069 | ||||||
Income tax expense | 45,839 | 125,505 | 112,286 | ||||||||||||||||
Net income | 70,335 | [1] | $ 90,546 | $ 66,066 | $ 167,280 | 84,120 | [1] | $ 74,623 | $ 59,007 | $ 52,610 | 394,227 | 270,360 | 219,783 | ||||||
Net Income (Loss) Available to Common Stockholders, Basic | 394,261 | ||||||||||||||||||
Depreciation and amortization | 57,000 | 48,575 | 46,573 | ||||||||||||||||
Capital expenditures, including acquisitions | 332,990 | 173,917 | 79,153 | ||||||||||||||||
Total assets | 1,982,501 | 1,649,820 | 1,982,501 | 1,649,820 | 1,798,660 | ||||||||||||||
Goodwill | 340,243 | 260,198 | 340,243 | 260,198 | 271,850 | ||||||||||||||
Operating segments | United States | |||||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||||
Total service revenues and vehicle sales | 1,193,188 | 1,016,036 | 902,880 | ||||||||||||||||
Yard operations | 585,587 | 494,146 | 440,517 | ||||||||||||||||
Cost of vehicle sales | 61,484 | 55,866 | 52,232 | ||||||||||||||||
General and administrative | 130,392 | 118,315 | 120,140 | ||||||||||||||||
Impairment of long-lived assets | 19,365 | ||||||||||||||||||
Operating income | 396,360 | 347,709 | 289,991 | ||||||||||||||||
Interest (expense) income, net | (23,373) | (23,178) | (17,622) | ||||||||||||||||
Other income, net | (10) | 1,216 | 2,707 | ||||||||||||||||
Intercompany income (expense) | 12,549 | 13,266 | 11,093 | ||||||||||||||||
Income before income tax expense | 385,526 | 339,013 | 286,169 | ||||||||||||||||
Income tax expense | 34,985 | 115,667 | 102,379 | ||||||||||||||||
Net income | 350,541 | 223,346 | 183,790 | ||||||||||||||||
Depreciation and amortization | 47,507 | 39,083 | 36,238 | ||||||||||||||||
Capital expenditures, including acquisitions | 317,646 | 153,451 | 64,769 | ||||||||||||||||
Total assets | 1,514,018 | 1,249,755 | 1,514,018 | 1,249,755 | 1,404,946 | ||||||||||||||
Goodwill | 259,162 | 179,906 | 259,162 | 179,906 | 176,890 | ||||||||||||||
Operating segments | International | |||||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||||
Total service revenues and vehicle sales | 254,793 | 252,413 | 243,199 | ||||||||||||||||
Yard operations | 92,814 | 88,758 | 85,774 | ||||||||||||||||
Cost of vehicle sales | 76,068 | 85,093 | 84,180 | ||||||||||||||||
General and administrative | 20,972 | 19,801 | 18,835 | ||||||||||||||||
Impairment of long-lived assets | 0 | ||||||||||||||||||
Operating income | 64,939 | 58,761 | 54,410 | ||||||||||||||||
Interest (expense) income, net | 1,000 | 1,021 | 318 | ||||||||||||||||
Other income, net | 1,184 | 10,336 | 2,265 | ||||||||||||||||
Intercompany income (expense) | (12,549) | (13,266) | (11,093) | ||||||||||||||||
Income before income tax expense | 54,574 | 56,852 | 45,900 | ||||||||||||||||
Income tax expense | 10,854 | 9,838 | 9,907 | ||||||||||||||||
Net income | 43,720 | 47,014 | 35,993 | ||||||||||||||||
Depreciation and amortization | 9,493 | 9,492 | 10,335 | ||||||||||||||||
Capital expenditures, including acquisitions | 15,344 | 20,466 | 14,384 | ||||||||||||||||
Total assets | 468,483 | 400,065 | 468,483 | 400,065 | 393,714 | ||||||||||||||
Goodwill | $ 81,081 | $ 80,292 | $ 81,081 | $ 80,292 | $ 94,960 | ||||||||||||||
[1] | Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. | ||||||||||||||||||
[2] | arnings per share data were revised from previously reported amounts due to a two-for-one common stock split effected in the form of a stock dividend. See Note 1 — Summary of Significant Accounting Policies. |
Segments and Other Geographic83
Segments and Other Geographic Information (Details Textuals) - 12 months ended Jul. 31, 2017 | Total | Segment |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 2 |
Number of reportable segment | 2 | 2 |
Commitments and Contingencies84
Commitments and Contingencies (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 28,126 |
2,019 | 23,364 |
2,020 | 17,285 |
2,021 | 14,409 |
2,022 | 10,147 |
Thereafter | 59,436 |
Subtotal | 152,767 |
Less Amount Representing Interest | 0 |
Total | 152,767 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | 1,153 |
2,019 | 966 |
2,020 | 30 |
2,021 | 13 |
2,022 | 0 |
Thereafter | 0 |
Subtotal | 2,162 |
Less Amount Representing Interest | (97) |
Total | $ 2,065 |
Commitments and Contingencies85
Commitments and Contingencies (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Major Operating and Capital Expenses [Abstract] | |||
Outstanding letter of credit | $ 15.8 | ||
Facilities Rental Expense | |||
Major Operating and Capital Expenses [Abstract] | |||
Rental expense | 26.8 | $ 21.6 | $ 21.7 |
Yard Operations Equipment Rental Expense | |||
Major Operating and Capital Expenses [Abstract] | |||
Rental expense | $ 2.9 | $ 3.1 | $ 3.6 |
Commitments and Contingencies L
Commitments and Contingencies Loss Contingency (Details) - USD ($) $ in Millions | May 22, 2017 | Aug. 04, 2015 | Jun. 30, 2011 |
Georgia Department of Revenue [Member] | Assessment of Sales and Use Tax [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 2.6 | $ 96.1 | $ 73.8 |
Related Party Transactions (Det
Related Party Transactions (Details Textuals) - Executive Officer - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2017 | |
Related Party Transactions, By Related Party [Abstract] | |||
Related party property purchased amount | $ 2,000 | $ 11,900 | |
Related Party Transaction, Due from (to) Related Party | $ 0 | $ 0 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, contributions by employer, percentage | 20.00% | ||
Maximum employer contribution on employees salary deferral | 15.00% | ||
Recognized deferred compensation expenses | $ 0.9 | $ 0.8 | $ 0.8 |
Foreign Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, contributions by employer, percentage | 5.00% | ||
Recognized deferred compensation expenses | $ 0.6 | $ 0.6 | $ 0.7 |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Jul. 31, 2017 | Apr. 30, 2017 | [2] | Jan. 31, 2017 | [2] | Oct. 31, 2016 | [2] | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2015 | |||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Total revenue | $ 378,596 | [1] | $ 373,862 | [1] | $ 349,532 | [1] | $ 345,991 | [1] | $ 332,659 | [1] | $ 347,246 | [1] | $ 299,706 | [1] | $ 288,838 | [1] | $ 1,447,981 | $ 1,268,449 | $ 1,146,079 | |
Gross margin | [1] | 167,465 | 172,505 | 146,765 | 145,293 | 141,464 | 157,647 | 124,614 | 120,861 | |||||||||||
Operating income | 110,807 | [1] | 136,788 | [1] | 108,880 | [1] | 104,824 | [1] | 106,191 | [1] | 121,948 | [1] | 92,085 | [1] | 86,246 | [1] | 461,299 | 406,470 | 344,401 | |
Income before income taxes | 106,379 | [1] | 131,088 | [1] | 100,099 | [1] | 102,534 | [1] | 105,985 | [1] | 116,568 | [1] | 91,552 | [1] | 81,760 | [1] | 440,100 | 395,865 | 332,069 | |
Net income attributable to Copart, Inc. | $ 70,335 | [1] | $ 90,546 | [1] | $ 66,066 | [1] | $ 167,280 | [1] | $ 84,120 | [1] | $ 74,623 | [1] | $ 59,007 | [1] | $ 52,610 | [1] | $ 394,227 | $ 270,360 | $ 219,783 | |
Basic net income per common share | $ 0.31 | [1] | $ 0.39 | [1] | $ 0.29 | [1] | $ 0.74 | [1] | $ 0.38 | [1] | $ 0.34 | [1] | $ 0.25 | [1] | $ 0.22 | [1] | $ 1.72 | $ 1.18 | $ 0.87 | |
Diluted net income per common share | $ 0.30 | [1] | $ 0.38 | [1] | $ 0.28 | [1] | $ 0.70 | [1] | $ 0.35 | [1] | $ 0.32 | [1] | $ 0.24 | [1] | $ 0.21 | [1] | $ 1.66 | $ 1.11 | $ 0.84 | |
[1] | Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. | |||||||||||||||||||
[2] | arnings per share data were revised from previously reported amounts due to a two-for-one common stock split effected in the form of a stock dividend. See Note 1 — Summary of Significant Accounting Policies. |