Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Sep. 29, 2014 | Jan. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'COPART INC | ' | ' |
Entity Central Index Key | '0000900075 | ' | ' |
Trading Symbol | 'cprt | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--07-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Well-Known Seasoned Issuer | 'Yes | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Jul-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 126,244,452 | ' |
Entity Public Float | ' | ' | $3,208,078,100 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $158,668 | $63,631 |
Accounts receivable, net | 196,985 | 182,714 |
Vehicle pooling costs | 24,438 | 20,466 |
Inventories | 7,259 | 10,736 |
Income taxes receivable | 2,288 | 9,416 |
Deferred income taxes | 1,803 | 2,216 |
Prepaid expenses and other assets | 19,505 | 15,344 |
Assets held for sale | 1,345 | 1,929 |
Total current assets | 412,291 | 306,452 |
Property and equipment, net | 692,383 | 677,517 |
Intangible assets, net | 25,242 | 17,706 |
Goodwill | 283,780 | 267,463 |
Deferred income taxes | 36,721 | 30,117 |
Other assets | 56,387 | 35,226 |
Total assets | 1,506,804 | 1,334,481 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 152,156 | 136,648 |
Bank overdraft | ' | 16,291 |
Deferred revenue | 4,170 | 4,832 |
Income taxes payable | 8,284 | 4,741 |
Current portion of long-term debt and capital lease obligations | 79,674 | 76,047 |
Total current liabilities | 244,284 | 238,559 |
Deferred income taxes | 7,372 | 8,071 |
Income taxes payable | 23,771 | 23,091 |
Long-term debt and capital lease obligations | 223,227 | 296,410 |
Other liabilities | 4,651 | 5,949 |
Total liabilities | 503,305 | 572,080 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value - 5,000,000 shares authorized; no issued | ' | ' |
Common stock: $ 0.0001 par value - 180,000,000 shares authorized; 126,143,366 and 125,494,995 shares issued and outstanding, respectively | 13 | 13 |
Additional paid-in capital | 404,542 | 368,769 |
Accumulated other comprehensive loss | -20,060 | -47,161 |
Retained earnings | 619,004 | 440,780 |
Total stockholders' equity | 1,003,499 | 762,401 |
Total liabilities and stockholders' equity | $1,506,804 | $1,334,481 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ' | ' |
Common stock par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 126,143,366 | 125,494,995 |
Common stock, shares outstanding | 126,143,366 | 125,494,995 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Service revenues and vehicle sales: | ' | ' | ' |
Service revenues | $958,413 | $849,667 | $757,272 |
Vehicle sales | 205,076 | 196,719 | 166,919 |
Total service revenues and vehicle sales | 1,163,489 | 1,046,386 | 924,191 |
Operating expenses: | ' | ' | ' |
Yard operations | 520,423 | 458,228 | 377,604 |
Cost of vehicle sales | 174,493 | 167,236 | 136,971 |
General and administrative | 164,535 | 137,930 | 114,492 |
Impairment of long-lived assets | 29,104 | ' | 8,771 |
Total operating expenses | 888,555 | 763,394 | 637,838 |
Operating income | 274,934 | 282,992 | 286,353 |
Other (expense) income: | ' | ' | ' |
Interest expense | -8,768 | -10,267 | -11,341 |
Interest income | 491 | 638 | 357 |
Other income, net | 3,378 | 3,509 | 2,687 |
Total other expense | -4,899 | -6,120 | -8,297 |
Income before income taxes | 270,035 | 276,872 | 278,056 |
Income taxes | 91,348 | 96,847 | 95,937 |
Net income | $178,687 | $180,025 | $182,119 |
Basic net income per common share | $1.42 | $1.44 | $1.42 |
Weighted average common shares outstanding | 125,693 | 124,912 | 128,120 |
Diluted net income per common share | $1.36 | $1.39 | $1.39 |
Diluted weighted average common shares outstanding | 131,230 | 129,781 | 131,428 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |||
Statement Of Other Comprehensive Income [Abstract] | ' | ' | ' | |||
Net income | $178,687 | $180,025 | $182,119 | |||
Other comprehensive income: | ' | ' | ' | |||
Unrealized gain (loss) on interest rate swaps, net (a) | 2,140 | [1] | 2,993 | [1] | -1,749 | [1] |
Reclassification adjustment of interest rate swaps to net income, net | -1,467 | [2] | -1,624 | [2] | -1,361 | [2] |
Foreign currency translation adjustments | 26,428 | -10,487 | -11,708 | |||
Total comprehensive income | $205,788 | $170,907 | $167,301 | |||
[1] | Net of tax effect of $(1,125), $(1,647) and $1,045 or the fiscal years ended July 31, 2014, 2013 and 2012, respectively. | |||||
[2] | Net of tax effect of $744, $874 and $717 or the fiscal years ended July 31, 2014, 2013 and 2012, respectively. |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parentheticals) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Statement Of Other Comprehensive Income [Abstract] | ' | ' | ' |
Tax effects on unrealized gain (loss) on interest rate swaps | ($1,125) | ($1,647) | $1,045 |
Tax effects on reclassification adjustment of interest rate swaps | $744 | $874 | $717 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
In Thousands, except Share data, unless otherwise specified | |||||
Balances at Jul. 31, 2011 | $555,172 | $13 | $313,927 | ($23,225) | $264,457 |
Balances (in shares) at Jul. 31, 2011 | ' | 132,011,034 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 182,119 | ' | ' | ' | 182,119 |
Currency translation adjustment | -11,708 | ' | ' | -11,708 | ' |
Interest rate swap, net of taxeffects | -3,110 | ' | ' | -3,110 | ' |
Exercise of stock options, net of repurchased shares | 10,425 | ' | 13,202 | ' | -2,777 |
Exercise of stock options, net of repurchased shares (in shares) | ' | 1,165,605 | ' | ' | ' |
Employee stock-based compensation and related tax benefit | 26,158 | ' | 26,158 | ' | ' |
Shares issued for Employee Stock Purchase Plan | 1,957 | ' | 1,957 | ' | ' |
Shares issued for Employee Stock Purchase Plan (in shares) | ' | 97,769 | ' | ' | ' |
Shares repurchased | -199,896 | -1 | -29,057 | ' | -170,838 |
Shares repurchased (in shares) | ' | -8,880,708 | ' | ' | ' |
Balances at Jul. 31, 2012 | 561,117 | 12 | 326,187 | -38,043 | 272,961 |
Balances (in shares) at Jul. 31, 2012 | ' | 124,393,700 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 180,025 | ' | ' | ' | 180,025 |
Currency translation adjustment | -10,487 | ' | ' | -10,487 | ' |
Interest rate swap, net of taxeffects | 1,369 | ' | ' | 1,369 | ' |
Exercise of stock options, net of repurchased shares | 20,428 | 1 | 21,370 | ' | -943 |
Exercise of stock options, net of repurchased shares (in shares) | ' | 1,516,534 | ' | ' | ' |
Employee stock-based compensation and related tax benefit | 21,886 | ' | 21,886 | ' | ' |
Shares issued for Employee Stock Purchase Plan | 1,948 | ' | 1,948 | ' | ' |
Shares issued for Employee Stock Purchase Plan (in shares) | ' | 84,761 | ' | ' | ' |
Shares repurchased | -13,885 | ' | -2,622 | ' | -11,263 |
Shares repurchased (in shares) | ' | -500,000 | ' | ' | ' |
Balances at Jul. 31, 2013 | 762,401 | 13 | 368,769 | -47,161 | 440,780 |
Balances (in shares) at Jul. 31, 2013 | ' | 125,494,995 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 178,687 | ' | ' | ' | 178,687 |
Currency translation adjustment | 26,428 | ' | ' | 26,428 | ' |
Interest rate swap, net of taxeffects | 673 | ' | ' | 673 | ' |
Exercise of stock options, net of repurchased shares | 9,886 | ' | 10,349 | ' | -463 |
Exercise of stock options, net of repurchased shares (in shares) | ' | 566,404 | ' | ' | ' |
Employee stock-based compensation and related tax benefit | 23,085 | ' | 23,085 | ' | ' |
Shares issued for Employee Stock Purchase Plan | 2,339 | ' | 2,339 | ' | ' |
Shares issued for Employee Stock Purchase Plan (in shares) | ' | 81,967 | ' | ' | ' |
Balances at Jul. 31, 2014 | $1,003,499 | $13 | $404,542 | ($20,060) | $619,004 |
Balances (in shares) at Jul. 31, 2014 | ' | 126,143,366 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flow (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $178,687 | $180,025 | $182,119 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 53,726 | 56,728 | 48,167 |
Allowance for doubtful accounts | 1,087 | -356 | -192 |
Impairment of long-lived assets | 29,104 | ' | 8,771 |
Stock-based compensation | 22,099 | 19,557 | 21,791 |
Excess tax benefits from stock-based compensation | -2,289 | -6,097 | -4,367 |
Gain on sale of property and equipment | -1,461 | -962 | -143 |
Deferred income taxes | -10,838 | -3,605 | -17,579 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable | -12,870 | -31,171 | -16,004 |
Vehicle pooling costs | -3,613 | -3,626 | 1,142 |
Inventories | 4,012 | -1,777 | -218 |
Prepaid expenses and other current assets | -4,500 | -5,971 | 6,026 |
Other assets | -8,900 | -18,714 | -1,951 |
Accounts payable and accrued liabilities | 5,425 | 14,749 | -3,805 |
Deferred revenue | -661 | -871 | -243 |
Income taxes receivable | 9,267 | -752 | 7,082 |
Income taxes payable | 2,816 | 1,609 | -2,545 |
Other liabilities | 1,503 | 560 | 1,622 |
Net cash provided by operating activities | 262,594 | 199,326 | 229,673 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -81,510 | -130,265 | -54,832 |
Proceeds from sale of property and equipment | 2,849 | 3,077 | 1,268 |
Proceeds from sale of assets held for sale | 858 | 3,189 | 8,041 |
Purchases of assets and liabilities in connection with acquisitions, net of cash acquired | -14,300 | -84,022 | -2,564 |
Net cash used in investing activities | -92,103 | -208,021 | -48,087 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from the exercise of stock options | 10,412 | 21,442 | 13,651 |
Excess tax benefits from stock-based compensation | 2,289 | 6,097 | 4,367 |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 2,339 | 1,948 | 1,957 |
Repurchases of common stock | -572 | -15,009 | -203,285 |
Change in bank overdraft | -16,291 | 16,291 | ' |
Proceeds from issuance of long-term debt | ' | ' | 125,000 |
Debt offering costs | ' | ' | -313 |
Principal payments on long-term debt | -75,000 | -96,660 | -56,250 |
Net cash used in financing activities | -76,823 | -65,891 | -114,873 |
Effect of foreign currency translation | 1,369 | -1,895 | -610 |
Net increase (decrease) in cash and cash equivalents | 95,037 | -76,481 | 66,103 |
Cash and cash equivalents at beginning of period | 63,631 | 140,112 | 74,009 |
Cash and cash equivalents at end of period | 158,668 | 63,631 | 140,112 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Interest paid | 8,768 | 10,267 | 11,333 |
Income taxes paid | $82,813 | $95,182 | $106,581 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||
NOTE 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. | ||||||||||||||||
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. 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 and financial institutions, charities, car dealerships, fleet operators, and vehicle rental companies. 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 and Canada (North America), the United Arab Emirates (U.A.E.), and Brazil, 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 on a principal basis, purchasing the salvage vehicle outright from the insurance company and reselling the vehicle for its own account, and as an agent. In Germany and Spain, the Company 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 and 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 North American 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. The 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 high bid of the vehicle, the revenue associated with the pre-sale services is recognized upon completion of the sale when the total arrangement is fixed and determinable. The estimated selling price of each service is determined based on management’s best estimate and allotted based on the relative selling price method. | ||||||||||||||||
Vehicle sales, where vehicles are purchased and remarketed on the Company’s own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue. | ||||||||||||||||
The Company also provides a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. The Company has concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method. | ||||||||||||||||
The Company also charges members an annual registration fee for the right to participate in its vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no rights 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 an arrangement containing 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 is not a direct correlation for an increase in expenses or units processed on vehicle pooling costs. | ||||||||||||||||
The Company applies the provisions of accounting guidance for subsequent measurement of inventory to our 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. | ||||||||||||||||
In early November 2012, Hurricane Sandy hit the northeastern coast of the United States. As a result of the extensive flooding that it caused, the Company expended additional costs for (i) temporary storage facilities; (ii) premiums for subhaulers as they were reassigned from other regions; and (iii) labor costs incurred for overtime, travel and lodging due to the reassignment of employees to the affected region. These costs, which are characterized as “abnormal” under ASC 330, Inventory, were expensed as incurred and not included in inventory. At July 31, 2013, the incremental salvage vehicles received as a result of Hurricane Sandy were sold. | ||||||||||||||||
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, the British pound, the U.A.E. dirham, the Brazilian real, and the 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, 2012 | ($34,933) | |||||||||||||||
Loss on foreign currency translation | -10,487 | |||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2013 | ($45,420) | |||||||||||||||
Gain on foreign currency translation | 26,428 | |||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2014 | ($18,992) | |||||||||||||||
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. Interest rate hedges are valued at exit prices obtained from the counter-party. | |||||||||||||||
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 and accrued liabilities approximated their fair values as of July 31, 2014 and 2013, 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 for additional fair value disclosures. | ||||||||||||||||
Derivatives and Hedging | ||||||||||||||||
The Company has entered into two interest rate swaps to eliminate interest rate risk on the Company’s variable rate Term Loan, and the swaps are designated as effective cash flow hedges under ASC 815, Derivatives and Hedging. See Note 9—Derivatives and Hedging. Each quarter, the Company measures hedge effectiveness using the “hypothetical derivative method” and records in earnings any hedge ineffectiveness with the effective portion of the hedges change in fair value recorded in other comprehensive income. | ||||||||||||||||
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 $5.0 million, $5.0 million and $6.5 million for the years ended July 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
Other (Expense) Income | ||||||||||||||||
Other (expense) income consists primarily of interest expense, interest income, gains and losses from the disposal of fixed assets and rental 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 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. | ||||||||||||||||
Bank Overdraft | ||||||||||||||||
As a result of maintaining a consolidated cash management system, the Company utilizes controlled disbursement bank accounts. These accounts are funded as checks are presented for payment, not when checks are issued. The resulting bank overdraft position is included in current liabilities as of July 31, 2013. | ||||||||||||||||
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 performs ongoing credit evaluations of its customers, and 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, 2014, 2013 and 2012. As of July 31, 2014 and 2013, 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 is computed on a straight-line basis over the estimated useful lives of: three to five years for internally developed or purchased software; three to seven 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 and Other Identifiable Intangible Assets | ||||||||||||||||
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 performed its annual impairment test for goodwill during the fourth quarter of the year ended July 31, 2014, utilizing a market value and discounted cash flow approach. The impairment test for identifiable intangible assets not subject to amortization is also performed annually or when impairment indicators exist. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate other long-lived assets. | ||||||||||||||||
Assets Held for Sale | ||||||||||||||||
The Company has removed certain assets from operations and offered them for sale. These assets, which include certain real estate, are reflected at their fair market value, less costs to dispose, in the financial statements and are a Level II fair value measurement based on sale transactions of similar assets. During the year ended July 31, 2012, the Company recorded an impairment of $8.8 million associated with the write down to fair market value of these assets held for sale. | ||||||||||||||||
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 were 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, 2014 and 2013 was $61.7 million and $74.3 million, respectively. Accumulated amortization expense related to software as of July 31, 2014 and 2013 totaled $38.6 million and $28.6 million, respectively. | ||||||||||||||||
The Company recently reassessed its strategy of utilizing a third-party enterprise operating system to address its international expansion needs based on the projected cost to complete, deployment risk and certain other factors. The Company decided to cease development of this software and address its international technology needs through an internally developed proprietary solution. For the year ended July 31, 2014, the Company recognized a charge of $29.1 million resulting primarily from the impairment of costs previously capitalized in connection with the development of the software. | ||||||||||||||||
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 $225,000 stop loss per claim and a stop loss limiting total exposure to 120% of expected claims. In addition, each of the Company’s policies contains an aggregate stop loss which limits its ultimate exposure. The Company’s liability represents an estimate of the | ||||||||||||||||
ultimate cost of claims incurred as of the balance sheet date. 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, 2014 and 2013, the total amount reserved for related self-insured claims is $5.7 million and $6.1 million, respectively. | ||||||||||||||||
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: | ||||||||||||||||
% | ||||||||||||||||
Expected dividends | ||||||||||||||||
July 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected life (in years) | 5.1 – 7.1 | 5.2 – 6.9 | 5.2 – 6.8 | |||||||||||||
Risk-free interest rate | 1.55 – 2.3 | % | 0.61 – 1.5 | % | 0.68 – 1.7 | % | ||||||||||
Estimated volatility | 20 – 25 | % | 24 – 26 | % | 24 – 26 | % | ||||||||||
0 | % | 0 | % | 0 | ||||||||||||
Weighted average fair value at measurement date | $ | 11.1 | $ | 7.87 | $ | 6.01 | ||||||||||
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. | ||||||||||||||||
Net cash proceeds from the exercise of stock options were $10.4 million, $21.4 million and $13.7 million for the years ended July 31, 2014, 2013 and 2012, respectively. The Company realized an income tax benefit of $2.3 million, $6.1 million and $4.4 million from stock option exercises during the years ended July 31, 2014, 2013 and 2012, 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. | ||||||||||||||||
Comprehensive Income | ||||||||||||||||
Comprehensive income includes all changes in stockholders’ equity during a period from non-stockholder sources. For the years ended July 31, 2014, 2013 and 2012, 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. | ||||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||
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 beginning after December 15, 2016, using one of two retrospective application methods. The Company has not determined the potential effects of implementing ASU 2014-09 on the consolidated financial statements. | ||||||||||||||||
In February 2013, the FASB ASU 2013-02, Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amends ASC 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The Company’s adoption of ASU 2013-02 did not have a material impact on the Company’s condensed consolidated results of operations and financial position. | ||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which amended the guidance in ASU 2011-08 to simplify the testing of indefinite-lived intangible assets other than goodwill for impairment. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning September 15, 2012. The Company’s adoption of ASU 2012-02 did not have a material impact on the Company’s consolidated results of operations and financial position. | ||||||||||||||||
Acquisitions | ||||||||||||||||
The Company recognizes and measures identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations. The accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenues, cash flows and terminal value, which are then either discounted at an estimated discount rate or measured at an estimated royalty rate, and the fair | ||||||||||||||||
value of other acquired assets and assumed liabilities, including potential contingencies and the useful lives of the assets. The projections are developed using internal forecasts, available industry and market data and estimates of long-term growth rates of the Company. Historical experience is additionally utilized, in which historical or current costs have approximated fair value for certain assets acquired. | ||||||||||||||||
Segments and Other Geographic Reporting | ||||||||||||||||
The Company’s North American and U.K. regions are considered two separate operating segments, which have been aggregated into one reportable segment because they share similar economic characteristics. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Jul. 31, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
Acquisitions | ' | ||||||
NOTE 2 — Acquisitions | |||||||
Fiscal 2014 Transactions | |||||||
During the year ended July 31, 2014, the Company acquired one facility in Montreal, Canada; a salvage vehicle auction business in Brazil, which did not include any facilities; as well as the assets of an online marketing company, which included the rights to hundreds of web domains including www.cashforcars.com and www.cash4cars.com. The aggregate purchase price totaled $14.5 million. | |||||||
The following table summarizes the preliminary 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 | $ | 734 | |||||
Property and equipment | 71 | ||||||
Inventory | 81 | ||||||
Intangible assets | 5,153 | ||||||
Goodwill | 8,472 | ||||||
Liabilities assumed | (43 | ) | |||||
Fair value of net assets and liabilities acquired | $ | 14,468 | |||||
These acquisitions were undertaken because of their strategic fit and have been accounted for using the purchase method in accordance with ASC 805, Business Combinations, which has resulted in the recognition of goodwill in the Company’s consolidated financial statements. This goodwill arose because the purchase price of each acquisition reflected a number of factors, including their future earnings and cash flow potential; the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers; the competitive nature of the process by which the Company acquired the businesses; and because of the complementary strategic fit and resulting synergies brought to existing operations. The goodwill that arose from these acquisitions was within Level III of the fair value hierarchy as it was valued using unobservable inputs. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine the value of acquired assets at the reporting date based on the best information available in the circumstances. When a determination is made to classify items within Level III of the fair value hierarchy, the evaluation is based upon the significance of the unobservable inputs to the overall fair value measurement. Due to the limitation of goodwill asset market value or pricing information, the determination of fair value of the goodwill asset is inherently more difficult. Goodwill is not amortized for financial reporting purposes but could be amortizable for tax purposes. The intangible assets that arose from these acquisitions were also within Level III of the fair value hierarchy as it was valued using unobservable inputs, primarily from utilizing the Multi-Period Excess Earnings Method (MPEEM) model, which is an income-based approach that allocates to goodwill any acquisition costs not specifically assigned to intangibles, fixed assets or working capital. Intangible assets acquired include covenants not to compete, supply contracts, customer relationships, trade names, licenses and databases and software with a useful life ranging from three to eight years. | |||||||
The purchase price allocation for the salvage vehicle auction businesses in Canada and Brazil, and the acquired online marketing company, are not final for property and equipment, income taxes, liabilities 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. | |||||||
The acquisitions do 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. | |||||||
Fiscal 2013 Transactions | |||||||
During the year ended July 31, 2013, the Company acquired 100% of the voting stock of Salvage Parent, Inc., which conducts business primarily as Quad City Salvage Auction, CrashedToys, and Desert View Auto Auctions. The Company also acquired salvage vehicle auction businesses in Brazil and the U.A.E.; two auction platforms in Germany and Spain; as well as the assets of Gainesville Salvage Disposal and Auto Salvage Auction, Inc., salvage vehicle auction companies with locations in Gainesville, GA, and Davison and Ionia, MI, for a total purchase price of $87.0 million. | |||||||
During the year ended July 31, 2014, the purchase price allocation for Salvage Parent, Inc. and the acquired auction platform in Spain was finalized. As a result, from the preliminary purchase price allocation as of July 31, 2013, goodwill decreased $0.8 million, primarily related to increases of $11.5 million in accrued liabilities, $9.3 million in intangible assets, and changes to deferred taxes on acquired intangible assets and working capital adjustments. Accrued liabilities were adjusted after obtaining new information on a pre-acquisition contingency related to a lack of documentation on the historical sales of Salvage Parent, Inc. The Company noted that the potential exposure from this contingency ranged from $7.0 million to $28.0 million. The Company recorded the fair value of this contingency of $14.0 million. In accordance with ASC 805, any adjustments to the fair value of acquired assets and liabilities that occur subsequent to the measurement period will be reflected in the Company’s results of operations. | |||||||
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): | |||||||
Total cash paid, net of cash acquired | $ | 83,866 | |||||
Contingent consideration | 3,092 | ||||||
Total acquisition price | $ | 86,958 | |||||
Allocation of the acquisition: | |||||||
Accounts receivable and prepaid expenses | $ | 21,082 | |||||
Deferred income taxes | 2,845 | ||||||
Vehicle pooling costs | 1,187 | ||||||
Property and equipment | 21,158 | ||||||
Inventory | 634 | ||||||
Intangible assets | 24,186 | ||||||
Goodwill | 72,666 | ||||||
Liabilities assumed | (56,800 | ) | |||||
Fair value of net assets and liabilities acquired | $ | 86,958 | |||||
The acquisitions do not result in a significant change in the Company’s consolidated results of operations individually nor 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, 2013, | |||||||
were not significant and were included in general and administrative expenses in the Company’s consolidated financial position and results of operations. | |||||||
Fiscal 2012 Transactions | |||||||
The Company had no significant acquisitions during the year ended July 31, 2012. |
Accounts_Receivable_Net
Accounts Receivable, Net | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Accounts Receivable, Net [Abstract] | ' | |||||||||||||||
Accounts Receivable, Net | ' | |||||||||||||||
NOTE 3 — Accounts Receivable, Net | ||||||||||||||||
Accounts receivable, net consisted of: | ||||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
Advance charges receivable | $ | 126,307 | $ | 118,584 | ||||||||||||
Trade accounts receivable | 72,170 | 65,660 | ||||||||||||||
Other receivables | 2,092 | 1,153 | ||||||||||||||
200,569 | 185,397 | |||||||||||||||
Less: allowance for doubtful accounts | (3,584 | ) | (2,683 | ) | ||||||||||||
Accounts receivable, net | $ | 196,985 | $ | 182,714 | ||||||||||||
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) | 2014 | 2013 | 2012 | |||||||||||||
Balance at beginning of year | $ | 2,683 | $ | 2,920 | $ | 3,122 | ||||||||||
Charged to costs and expenses | 3,376 | 1,424 | 1,626 | |||||||||||||
Deductions to bad debt | (2,475 | ) | (1,661 | ) | (1,828 | ) | ||||||||||
Balance at end of year | $ | 3,584 | $ | 2,683 | $ | 2,920 | ||||||||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | |||||||||||
Jul. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||
Property and Equipment, Net | ' | |||||||||||
NOTE 4 — Property and Equipment, Net | ||||||||||||
Property and equipment, net consisted of the following: | ||||||||||||
July 31, | ||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Transportation and other equipment | $ | 68,956 | $ | 58,016 | ||||||||
Office furniture and equipment | 41,504 | 59,936 | ||||||||||
Software | 61,698 | 74,261 | ||||||||||
Land | 475,564 | 443,126 | ||||||||||
Buildings and leasehold improvements | 429,895 | 414,284 | ||||||||||
1,077,617 | 1,049,623 | |||||||||||
Less: accumulated depreciation and amortization | (385,234 | ) | (372,106 | ) | ||||||||
Property and equipment, net | $ | 692,383 | $ | 677,517 | ||||||||
Depreciation expense on property and equipment was $37.0 million, $42.0 million and $34.8 million for the years ended July 31, 2014, 2013 and 2012, respectively. Amortization expense of software was $9.8 million, $9.5 million and $8.9 million for the years ended July 31, 2014, 2013 and 2012, respectively. |
Goodwill
Goodwill | 12 Months Ended | |||||||||||
Jul. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill | ' | |||||||||||
NOTE 5 — Goodwill | ||||||||||||
The change in the carrying amount of goodwill was as follows: | ||||||||||||
July 31, | ||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Beginning balance | $ | 267,463 | $ | 196,438 | ||||||||
Goodwill recorded during the period | 7,724 | 73,414 | ||||||||||
Effect of foreign currency exchange rates | 8,593 | (2,389 | ) | |||||||||
Ending balance | $ | 283,780 | $ | 267,463 | ||||||||
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 in the fourth quarter of fiscal 2014 and 2013 and goodwill was not impaired. As of July 31, 2014 and 2013, the cumulative amount of goodwill impairment losses recognized totaled $21.8 million. |
Intangibles_Net
Intangibles, Net | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Jul. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Intangibles, Net | ' | |||||||||||||||||||||||||||||||||||
NOTE 6 — Intangibles, Net | ||||||||||||||||||||||||||||||||||||
The following table sets forth amortizable intangible assets by major asset class: | ||||||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Weighted Average | |||||||||||||||||||||||||||||||||
Carrying | Amortization | Book Value | Remaining Useful | |||||||||||||||||||||||||||||||||
Amount | Life (in years) | |||||||||||||||||||||||||||||||||||
July 31, | July 31, | July 31, | July 31, | |||||||||||||||||||||||||||||||||
(In thousands, except remaining useful life) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
Amortized intangibles: | ||||||||||||||||||||||||||||||||||||
Covenants not to compete | $ | 17,656 | $ | 12,515 | $ | (11,945 | ) | $ | (10,965 | ) | $ | 5,711 | $ | 1,550 | 4 | 4 | ||||||||||||||||||||
Supply contracts & customer relationships | 46,761 | 33,711 | (29,193 | ) | (22,152 | ) | 17,568 | 11,559 | 4 | 6 | ||||||||||||||||||||||||||
Trade name | 2,757 | 2,998 | (1,125 | ) | (402 | ) | 1,632 | 2,596 | 3 | 4 | ||||||||||||||||||||||||||
Licenses and databases | 2,560 | 3,306 | (2,229 | ) | (1,305 | ) | 331 | 2,001 | 3 | 3 | ||||||||||||||||||||||||||
Intangibles, net | $ | 69,734 | $ | 52,530 | $ | (44,492 | ) | $ | (34,824 | ) | $ | 25,242 | $ | 17,706 | ||||||||||||||||||||||
Aggregate amortization expense on intangible assets was $6.9 million, $4.8 million and $4.5 million for the years ended July 31, 2014, 2013 and 2012, respectively. Intangible amortization expense for the next five fiscal years based upon July 31, 2014 intangible assets is expected to be as follows: | ||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
2015 | $ | 6,491 | ||||||||||||||||||||||||||||||||||
2016 | 5,976 | |||||||||||||||||||||||||||||||||||
2017 | 5,712 | |||||||||||||||||||||||||||||||||||
2018 | 4,501 | |||||||||||||||||||||||||||||||||||
2019 | 1,087 | |||||||||||||||||||||||||||||||||||
Thereafter | 1,475 | |||||||||||||||||||||||||||||||||||
Total future intangible amortization expense | $ | 25,242 | ||||||||||||||||||||||||||||||||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended | |||||||||||
Jul. 31, 2014 | ||||||||||||
Payables and Accruals [Abstract] | ' | |||||||||||
Accounts Payable and Accrued Liabilities | ' | |||||||||||
NOTE 7 — Accounts Payable and Accrued Liabilities | ||||||||||||
Accounts payable and accrued liabilities consisted of the following: | ||||||||||||
July 31, | ||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Trade accounts payable | $ | 22,108 | $ | 34,488 | ||||||||
Accounts payable to sellers | 40,105 | 36,073 | ||||||||||
Buyer deposits and prepayments | 28,117 | 25,384 | ||||||||||
Accrued compensation and benefits | 25,721 | 21,978 | ||||||||||
Accrued insurance | 5,703 | 6,048 | ||||||||||
Other accrued liabilities | 30,402 | 12,677 | ||||||||||
Total accounts payable and accrued expenses | $ | 152,156 | $ | 136,648 | ||||||||
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. 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. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||
Jul. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Long-Term Debt | ' | ||||||
NOTE 8 — Long-Term Debt | |||||||
On December 14, 2010, the Company entered into an Amended and Restated Credit Facility Agreement (Credit Facility), which superseded the Company’s previously disclosed credit agreement with Bank of America, N.A. (Bank of America). The Credit Facility is an unsecured credit agreement providing for (i) a $100.0 million revolving credit facility, including a $100.0 million alternative currency borrowing sublimit and a $50.0 million letter of credit sublimit (Revolving Credit) and (ii) a term loan facility of $400.0 million (Term Loan). On January 14, 2011, the full $400.0 million provided under the Term Loan was borrowed. On September, 29, 2011, the Company amended the Credit Facility increasing the amount of the Term Loan from $400.0 million to $500.0 million. On March 1, 2013, the Company amended the Credit Facility to increase the net leverage ratio at which restrictive spending covenants were introduced from 1:1 to 1.5:1. | |||||||
The Term Loan, which as of July 31, 2014, had $293.8 million outstanding, amortizes $18.8 million each quarter beginning December 31, 2011, with all outstanding borrowings due on December 14, 2015. All amounts borrowed under the Term Loan may be prepaid without premium or penalty. | |||||||
Amounts borrowed under the Credit Facility bear interest, subject to certain restrictions, at a fluctuating rate based on (i) the Eurocurrency Rate; (ii) the Federal Funds Rate; or (iii) the Prime Rate as described in the Credit Facility. The Company has entered into two interest rate swaps to exchange its variable interest rate payments commitment for fixed interest rate payments on the Term Loan balance. See Note 9 — Derivatives and Hedging. A default interest rate applies on all obligations during an event of default under the credit facility at a rate per annum equal to 2.0% above the otherwise applicable interest rate. The Company’s interest rate as of July 31, 2014 was the 0.16% Eurocurrency Rate plus the 1.5% Applicable Rate. The Applicable Rate can fluctuate between 1.5% and 2.0% depending on the Company’s consolidated net leverage ratio, as defined in the Credit Facility. The Credit Facility is guaranteed by the Company’s material domestic subsidiaries. The carrying amount of the Credit Facility is comprised of borrowings under which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximated fair value as of July 31, 2014, and was classified within Level II of the fair value hierarchy. | |||||||
Amounts borrowed under the Revolving Credit may be repaid and reborrowed until the maturity date of December 14, 2015. The Credit Facility requires the Company to pay a commitment fee on the unused portion of the Revolving Credit. The commitment fee ranges from 0.075% to 0.125% per annum depending on the | |||||||
Company’s leverage ratio. The Company had no outstanding borrowings under the Revolving Credit as of July 31, 2014. | |||||||
The Credit Facility contains customary representations and warranties and may place certain business operating restrictions on the Company relating to, among other things, indebtedness, liens and other encumbrances, investments, mergers and acquisitions, asset sales, dividends and distributions and redemptions of capital stock. In addition, the Credit Facility provides for the following financial covenants: (i) earnings before interest, income tax, depreciation and amortization (EBITDA); (ii) leverage ratio; (iii) interest coverage ratio; and (iv) limitations on capital expenditures. The Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, cross-defaults to certain other indebtedness, bankruptcy and insolvency defaults, material judgments, invalidity of the loan documents and events constituting a change of control. The Company was in compliance with all covenants as of July 31, 2014. | |||||||
The Company’s Term Loan requires quarterly payments of $18.8 million, and the Term Loan matures and all outstanding borrowings are due on December 14, 2015. As of July 31, 2014, future payments on the Term Loan for the next two fiscal years are as follows: | |||||||
(In thousands) | July 31, | ||||||
2015 | $ | 75,000 | |||||
2016 | 218,750 | ||||||
Total future Term Loan payments | $ | 293,750 |
Derivatives_and_Hedging
Derivatives and Hedging | 12 Months Ended |
Jul. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivatives and Hedging | ' |
NOTE 9 — Derivatives and Hedging | |
The Company has entered into two interest rate swaps to exchange its variable interest rate payments commitment for fixed interest rate payments on the Term Loan balance, which totaled $293.8 million as of July 31, 2014. The first swap fixed the Company’s interest rate at 85 basis points plus the one month LIBOR rate on the first $237.5 million of the Term Loan. The second swap fixed the Company’s interest rate at 69 basis points plus the one month LIBOR rate on the next $56.3 million of the Term Loan. | |
The swaps are a designated effective cash flow hedge under ASC 815, Derivatives and Hedging. Each quarter, the Company measures hedge effectiveness using the “hypothetical derivative method” and records in earnings any hedge ineffectiveness with the effective portion of the change in fair value recorded in other comprehensive income or loss. The Company has reclassified $2.2 million and $2.5 million for the years ended July 31, 2014 and 2013, respectively, out of other comprehensive income into interest expense. | |
The notional amount of the swap amortizes until all outstanding borrowings are due on the Term Loan on December 14, 2015. See Note 8 — Long-Term Debt. As of July 31, 2014, the notional amount of the interest rate swaps was equal to the Term Loan balance of $293.8 million. The notional amount of the two derivative transactions amortizes $18.8 million per quarter through September 30, 2015 and $200.0 million on December 14, 2015. | |
The hedge provided by the swaps could prove to be ineffective for a number of reasons, including early retirement of the Term Loan, as allowed under the Credit Facility, or in the event the counterparty to the interest rate swaps is determined in the future to not be creditworthy. The Company has no plans for early retirement of the Term Loan. | |
The interest rate swaps are classified within Level II of the fair value hierarchy as the derivatives are valued using observable inputs. The Company determines fair value of the derivative utilizing observable market data of swap rates and basis rates. These inputs are 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. As of July 31, 2014 and 2013, the Company’s fair value of the interest rate swaps were $1.7 million and $2.7 million, respectively, and were classified as other liabilities in the consolidated balance sheets. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||||||||
Shareholders' Equity | ' | ||||||||||||||||||||||||||||||
NOTE 10 — Stockholders’ Equity | |||||||||||||||||||||||||||||||
General | |||||||||||||||||||||||||||||||
The Company has authorized the issuance of 180 million shares of common stock, with a par value of $0.0001, of which 126,143,366 shares were issued and outstanding at July 31, 2014. As of July 31, 2014 and 2013, the Company had reserved 23,472,855 and 16,606,389 shares of common stock, respectively, for the issuance of options granted under the Company’s stock option plans and 1,158,921 and 1,240,888 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, 2014 or 2013, which have the rights and preferences as the Company’s Board of Directors shall determine, from time to time. | |||||||||||||||||||||||||||||||
Stock Repurchase | |||||||||||||||||||||||||||||||
On September 22, 2011, the Company’s board of directors approved a 40 million share increase in the Company’s stock repurchase program, bringing the total current authorization to 98 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time. The Company did not repurchase its common stock during the twelve months ended July 31, 2014. The Company repurchased 500,000 shares of its common stock at a weighted average price of $27.77 per share totaling $13.9 million and 8,880,708 shares of its common stock at a weighted average price of $22.51 per share totaling $200.0 million during the twelve months ended July 31, 2013 and 2012, respectively. As of July 31, 2014, the total number of shares repurchased under the program was 50,286,782 and 47,713,218 shares were available for repurchase under the program. The impact on dilutive earnings per share of all repurchased shares on the weighted average number of common shares outstanding for the twelve months ended July 31, 2014, was less than $0.01. | |||||||||||||||||||||||||||||||
Additionally, on January 14, 2011, the Company completed a tender offer to purchase up to 21,052,630 shares of their common stock at a price of $19.00 per share. The directors and executive officers were expressly prohibited from participating in the tender offer by their board of directors under the Insider Trading Policy. In connection with the tender offer, The Company accepted for purchase 24,344,176 shares of their common stock. The shares accepted for purchase were comprised of the 21,052,630 shares they offered to purchase and an additional 3,291,546 shares purchased pursuant to their right to purchase additional shares up to 2% of the Company’s outstanding shares. The shares purchased as a result of the tender offer were not part of the repurchase program. The purchase of the shares of common stock was funded by the proceeds from the issuance of long term debt. The dilutive earnings per share impact of all repurchased shares on the weighted average number of common shares outstanding for the year ended July 31, 2014 was less than $0.01. | |||||||||||||||||||||||||||||||
In the first, second and third quarters of fiscal year 2012 and in the second quarter of fiscal 2013, certain executive officers exercised stock options through cashless exercises. In the first quarter of fiscal 2014, certain 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 minimum statutory tax withholding requirements. The Company remitted $0.1 million, $0.6 million and $2.6 million for years ended July 31, 2014, 2013 and 2012, respectively, to the proper taxing authorities in satisfaction of the employees’ minimum statutory withholding requirements. | |||||||||||||||||||||||||||||||
The exercised stock options are summarized in the following table: | |||||||||||||||||||||||||||||||
Period | Options | Exercise | Shares Net | Shares | Net | Share | Tax | ||||||||||||||||||||||||
Exercised | Price | Settled for | Withheld | Shares to | Price for | Withholding | |||||||||||||||||||||||||
Exercise | for Taxes(1) | Employee | Withholding | (in 000s) | |||||||||||||||||||||||||||
FY 2012—Q1 | 40,000 | $ | 9 | 16,082 | 8,974 | 14,944 | $ | 22.39 | $ | 201 | |||||||||||||||||||||
FY 2012—Q2 | 20,000 | 9 | 7,506 | 4,584 | 7,910 | 23.98 | 110 | ||||||||||||||||||||||||
FY 2012—Q3 | 322,520 | 10.74 | 131,299 | 85,683 | 105,538 | 26.38 | 2,260 | ||||||||||||||||||||||||
FY 2013—Q2 | 73,228 | 8.89 | 18,127 | 17,461 | 37,640 | 35.91 | 627 | ||||||||||||||||||||||||
FY 2014—Q1 | 14,000 | 16.43 | 7,241 | 2,519 | 4,240 | 31.77 | 80 | ||||||||||||||||||||||||
-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 5 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. Under the ESPP, employees of the Company who elect to participate have the right to purchase common stock at a 15 percent 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 percent 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, 2014, 2013 and 2012 was 81,967; 84,761; and 97,769, respectively. As of July 31, 2014, there were 3,841,079 shares of common stock issued pursuant to the ESPP and 1,158,921 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 8.0 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, 2014, 4,390,767 shares were available for grant under the Plan. | |||||||||||||||||||||||||||||||
In April 2009, the Compensation Committee of the Company’s Board of Directors, following stockholder approval of proposed grants at a special meeting of stockholders, approved the grant to each Willis J. Johnson, the Company’s Chairman (and then Chief Executive Officer), and A. Jayson Adair, the Company’s Chief Executive Officer (and then President), of nonqualified stock options to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $15.11 per share, which equaled the closing price of the Company’s common stock on April 14, 2009, 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 became exercisable over five years, due to continued service by the executive, with twenty percent (20%) vesting on April 14, 2010, and the balance vesting ratably over the subsequent four years. Each option became fully vested due to continued service on April 14, 2014, the fifth anniversary of the date of grant. The total compensation expense recognized by the Company over the five | |||||||||||||||||||||||||||||||
year service period was $26.1 million per grant. The Company recognized $7.2 million in compensation expense in the year ended July 31, 2014, and $10.2 million for the years ended July 31, 2013 and 2012, respectively, relating to these grants. | |||||||||||||||||||||||||||||||
In October 2013, the Compensation Committee of the Company’s Board of Directors, following stockholder approval of proposed grants at a meeting of stockholders, approved the grant to each of A. Jayson Adair, the Company’s Chief Executive Officer, and Vincent W. Mitz, the Company’s President, of nonqualified stock options to purchase 2,000,000 and 1,500,000 shares of the Company’s common stock, respectively, at an exercise price of $35.62 per share, which equaled the closing price of the Company’s common stock on December 16, 2013, the effective date of grant. Such grants were made in lieu of any cash salary or bonus compensation in excess of $1.00 per year or the grant of any additional equity incentives for a five-year period. Each option will become exercisable over five years, subject to continued service by Mr. Adair and Mr. Mitz, with twenty percent (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 one hundred percent (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 one hundred percent (100%) of the shares subject to his stock option will immediately vest. The fair value of each option at the date of grant was $11.43. The total estimated compensation expense to be recognized by the Company over the five year estimated service period for these options is $40.0 million. The Company recognized $4.7 million in compensation expenses for these grants in the year ended July 31, 2014. | |||||||||||||||||||||||||||||||
The following table details stock-based payment compensation expense included in the company’s consolidated statements of income: | |||||||||||||||||||||||||||||||
Year Ended July 31, | |||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||
General and administrative | $ | 19,489 | $ | 17,238 | $ | 18,802 | |||||||||||||||||||||||||
Yard operations | 2,610 | 2,319 | 2,989 | ||||||||||||||||||||||||||||
Total stock-based payment compensation | $ | 22,099 | $ | 19,557 | $ | 21,791 | |||||||||||||||||||||||||
There were no material compensation costs capitalized as part of the cost of an asset as of July 31, 2014 and 2013. | |||||||||||||||||||||||||||||||
A summary of the status of the Company’s non-vested shares and its activity during the year ended July 31, 2014 was as follows: | |||||||||||||||||||||||||||||||
(In thousands, except share amounts) | Number of | Weighted | |||||||||||||||||||||||||||||
Shares | Average Grant- | ||||||||||||||||||||||||||||||
date Fair Value | |||||||||||||||||||||||||||||||
Non-vested shares at July 31, 2013 | 3,396 | $ | 6.55 | ||||||||||||||||||||||||||||
Grants of non-vested shares | 4,986 | 11.1 | |||||||||||||||||||||||||||||
Vested | (2,186 | ) | 6.78 | ||||||||||||||||||||||||||||
Forfeitures or expirations | (275 | ) | 7.05 | ||||||||||||||||||||||||||||
Non-vested shares at July 31, 2014 | 5,921 | $ | 10.39 | ||||||||||||||||||||||||||||
Stock option activity for the year ended July 31, 2014 was as follows: | |||||||||||||||||||||||||||||||
(In thousands, except per share and term data) | Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||||||||||||||||
(In years) | |||||||||||||||||||||||||||||||
Outstanding as of July 31, 2013 | 14,922 | $ | 16.75 | 5.91 | $ | 235,086 | |||||||||||||||||||||||||
Grants of options | 4,986 | 35.75 | — | — | |||||||||||||||||||||||||||
Exercises | (551 | ) | 17.1 | — | — | ||||||||||||||||||||||||||
Forfeitures or expirations | (275 | ) | 21.73 | — | — | ||||||||||||||||||||||||||
Outstanding as of July 31, 2014 | 19,082 | $ | 21.64 | 6.01 | $ | 235,734 | |||||||||||||||||||||||||
Exercisable as of July 31, 2014 | 13,161 | $ | 16.33 | 4.67 | $ | 224,434 | |||||||||||||||||||||||||
Vested and expected to vest as of July 31, 2014 | 18,522 | $ | 21.58 | 6.1 | $ | 218,576 | |||||||||||||||||||||||||
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, 2014 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, 2014. The aggregate intrinsic value of options exercised was $10.5 million, $25.4 million and $16.6 million in the years ended July 31, 2014, 2013 and 2012, 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, 2014, 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 $52.3 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining term of 1.62 years and will be adjusted for subsequent changes in estimated forfeitures. The fair value of options vested for the years ended July 31, 2014, 2013 and 2012 was $15.0 million, $22.9 million and $20.9 million, respectively. | |||||||||||||||||||||||||||||||
The following table summarizes stock options outstanding and exercisable as of July 31, 2014: | |||||||||||||||||||||||||||||||
(In thousands, except per share amount) | Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||||||||||
Life | |||||||||||||||||||||||||||||||
$9.29–$14.88 | 550 | 2.32 | $ | 12.63 | 550 | $ | 12.63 | ||||||||||||||||||||||||
$15.11–$15.11 | 8,000 | 4.7 | 15.11 | 8,000 | 15.11 | ||||||||||||||||||||||||||
$16.38–$22.47 | 4,882 | 4.89 | 18.46 | 4,209 | 18.24 | ||||||||||||||||||||||||||
$22.47–36.82 | 5,650 | 9.2 | 34.52 | 402 | 25.69 | ||||||||||||||||||||||||||
19,082 | 6.01 | $ | 21.64 | 13,161 | $ | 16.33 |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Income Taxes | ' | |||||||||||||||
NOTE 11 — Income Taxes | ||||||||||||||||
Income before taxes consisted of the following: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
U.S | $ | 218,450 | $ | 236,118 | $ | 237,596 | ||||||||||
Non-U.S | 51,585 | 40,754 | 40,460 | |||||||||||||
Total income before taxes | $ | 270,035 | $ | 276,872 | $ | 278,056 | ||||||||||
Income tax expense (benefit) from continuing operations consisted of the following: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
Federal: | ||||||||||||||||
Current | $ | 90,207 | $ | 87,484 | $ | 102,152 | ||||||||||
Deferred | (9,589 | ) | (1,073 | ) | (14,557 | ) | ||||||||||
80,618 | 86,411 | 87,595 | ||||||||||||||
State: | ||||||||||||||||
Current | 1,912 | 3,871 | 3,332 | |||||||||||||
Deferred | (279 | ) | 66 | (461 | ) | |||||||||||
1,633 | 3,937 | 2,871 | ||||||||||||||
Foreign: | ||||||||||||||||
Current | 10,077 | 9,090 | 8,460 | |||||||||||||
Deferred | (980 | ) | (2,591 | ) | (2,989 | ) | ||||||||||
9,097 | 6,499 | 5,471 | ||||||||||||||
Income tax expense | $ | 91,348 | $ | 96,847 | $ | 95,937 | ||||||||||
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) | 2014 | 2013 | 2012 | |||||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||||||
State income taxes, net of federal income tax benefit | 1.1 | 1.1 | 1.2 | |||||||||||||
Foreign rate differential | (2.1 | ) | (1.8 | ) | (1.9 | ) | ||||||||||
Compensation and fringe benefits | 0.1 | 0.1 | — | |||||||||||||
Other differences | (0.3 | ) | 0.6 | 0.2 | ||||||||||||
Effective tax rate | 33.8 | % | 35 | % | 34.5 | % | ||||||||||
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) | 2014 | 2013 | ||||||||||||||
Deferred tax assets: | ||||||||||||||||
Allowance for doubtful accounts | $ | 1,209 | $ | 1,109 | ||||||||||||
Accrued compensation and benefits | 36,780 | 29,909 | ||||||||||||||
State taxes | 416 | 438 | ||||||||||||||
Accrued other | 2,962 | 3,376 | ||||||||||||||
Deferred revenue | 1,301 | 675 | ||||||||||||||
Property and equipment | 18,627 | 11,651 | ||||||||||||||
Losses carried forward | 4,312 | 4,494 | ||||||||||||||
Federal tax benefit | 10,457 | 7,897 | ||||||||||||||
Total gross deferred tax assets | 76,064 | 59,549 | ||||||||||||||
Less valuation allowance | (2,210 | ) | (1,597 | ) | ||||||||||||
Net deferred tax assets | 73,854 | 57,952 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Vehicle pooling costs | (7,420 | ) | (6,814 | ) | ||||||||||||
Prepaid insurance | (1,950 | ) | (1,039 | ) | ||||||||||||
Intangibles and goodwill | (33,332 | ) | (25,757 | ) | ||||||||||||
Workers’ compensation | — | (81 | ) | |||||||||||||
Total gross deferred tax liabilities | (42,702 | ) | (33,691 | ) | ||||||||||||
Net deferred tax assets | $ | 31,152 | $ | 24,261 | ||||||||||||
The above net deferred tax assets and liabilities have been reflected in the accompanying consolidated balance sheets as follows: | ||||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
North America current assets | $ | 1,803 | $ | 2,216 | ||||||||||||
North America non-current assets | 36,639 | 29,928 | ||||||||||||||
Foreign non-current liabilities | (7,290 | ) | (7,883 | ) | ||||||||||||
Net deferred tax assets | $ | 31,152 | $ | 24,261 | ||||||||||||
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, 2014 and 2013 was $2.2 million and $1.6 million, respectively. | ||||||||||||||||
As of July 31, 2014 and 2013, if recognized, the portion of liabilities for unrecognized tax benefits that would favorably affect the Company’s effective tax rate was $18.4 million and $17.2 million, respectively. It is possible that the amount of unrecognized tax benefits will change in the next twelve months, due to tax . | ||||||||||||||||
The following table summarizes the activities related to the Company’s unrecognized tax benefits: | ||||||||||||||||
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, 2014, 2013 and 2012, the Company had accrued interest and penalties related to unrecognized tax benefits of $5.4 million, $5.9 million and $5.6 million, respectively. | ||||||||||||||||
The Company is currently under audit by the states of New York, South Carolina, and Minnesota from fiscal years 2008 to 2013. The Company is no longer subject to U.S. federal and state income tax examination for fiscal years prior to 2011, excepting the jurisdictions currently under audit. 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. | ||||||||||||||||
In the years ended July 31, 2014, 2013 and 2012, the Company recognized a tax benefit of $2.5 million, $6.1 million and $4.4 million, respectively, 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 its $114.0 million foreign subsidiaries’ undistributed earnings as of July 31, 2014, because the Company intends to reinvest such earnings indefinitely in the operations and potential acquisitions related to its foreign operations. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes (subject to an adjustment for foreign tax credits). It is not practical to determine the income tax liability that might be incurred if these earnings were to be distributed. | ||||||||||||||||
Net_Income_Per_Share
Net Income Per Share | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Income Per Share | ' | |||||||||||||||
NOTE 12 — Net Income Per Share | ||||||||||||||||
The table below reconciles basic weighted shares outstanding to diluted weighted average shares outstanding: | ||||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
Weighted average common shares outstanding | 125,693 | 124,912 | 128,120 | |||||||||||||
Effect of dilutive securities — stock options | 5,537 | 4,869 | 3,308 | |||||||||||||
Weighted average common and dilutive potential common shares outstanding | 131,230 | 129,781 | 131,428 | |||||||||||||
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 3,684,735; 298,408; and 2,208,047 options to purchase the Company’s common stock for the years ended July 31, 2014, 2013, and 2012, respectively, because their inclusion would have been anti-dilutive. |
Segments_and_Other_Geographic_
Segments and Other Geographic Information | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Segment Reporting Disclosure [Abstract] | ' | |||||||||||||||
Segments and Other Geographic Information | ' | |||||||||||||||
NOTE 13 — Segments and Other Geographic Reporting | ||||||||||||||||
The Company’s North American and U.K. regions are considered two separate operating segments, which have been aggregated into one reportable segment because they share similar economic characteristics. | ||||||||||||||||
Total revenues by geographic location of the selling facility are summarized in the following table: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
North America | $ | 904,000 | $ | 826,030 | $ | 731,495 | ||||||||||
United Kingdom | 235,245 | 209,186 | 192,696 | |||||||||||||
Other | 24,244 | 11,170 | — | |||||||||||||
Total revenue | $ | 1,163,489 | $ | 1,046,386 | $ | 924,191 | ||||||||||
International total | $ | 269,915 | $ | 228,945 | $ | 199,322 | ||||||||||
Long-lived assets by geographic location are summarized in the following table: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
North America | $ | 551,182 | $ | 565,590 | $ | 514,527 | ||||||||||
United Kingdom | 139,845 | 102,934 | 91,543 | |||||||||||||
Other | 57,743 | 44,219 | — | |||||||||||||
Total long-lived assets | $ | 748,770 | $ | 712,743 | $ | 606,070 | ||||||||||
International total | $ | 204,076 | $ | 151,179 | $ | 95,704 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jul. 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||||||||||||||
NOTE 14 — 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: | ||||||||||||||||||||||||||||||||||||||||
Year ended July 31, | ||||||||||||||||||||||||||||||||||||||||
(In thousands) | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Subtotal | Less | Total | |||||||||||||||||||||||||||||||
Amount | ||||||||||||||||||||||||||||||||||||||||
Representing | ||||||||||||||||||||||||||||||||||||||||
Interest | ||||||||||||||||||||||||||||||||||||||||
Operating leases | $ | 23,357 | $ | 20,718 | $ | 18,334 | $ | 16,050 | $ | 12,685 | $ | 76,190 | $ | 167,334 | $ | — | $ | 167,334 | ||||||||||||||||||||||
Capital leases | 1,407 | 1,312 | 37 | 3 | — | — | 2,759 | (92 | ) | 2,667 | ||||||||||||||||||||||||||||||
Facilities rental expense for the years ended July 31, 2014, 2013 and 2012 were $26.4 million, $20.6 million and $16.2 million, respectively. Yard operations equipment rental expense for the years ended July 31, 2014, 2013 and 2012 were $3.0 million, $2.8 million and $2.7 million, respectively. | ||||||||||||||||||||||||||||||||||||||||
Commitments | ||||||||||||||||||||||||||||||||||||||||
Letters of Credit | ||||||||||||||||||||||||||||||||||||||||
The Company had outstanding letters of credit of $17.4 million at July 31, 2014, 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, and handling or disposal of vehicles. The material pending legal proceedings to which the Company is a party to, or of which any of the Company’s property is subject to include the following matters. | ||||||||||||||||||||||||||||||||||||||||
On November 1, 2013, the Company filed suit against Sparta Consulting, Inc. (now know 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. The Company is zealously pursuing its claim for damages, and vigorously defending KPIT’s claim for damages. | ||||||||||||||||||||||||||||||||||||||||
In connection with its response to Hurricane Sandy, the Company entered into various short-term lease/license agreements with certain land owners in New York and New Jersey to marshal and store storm damaged vehicles until they were sold. In November and December 2012, various actions were commenced against the Company and land owners. In New York, actions were brought by the Town of Southampton, the County of Suffolk, the Town of Brookhaven, and the New York State Department of Environmental Conservation (the DEC), seeking declaratory and injunctive relief as well as civil penalties, in connection with alleged violations of local zoning, land use and environmental regulations. The claims by the various plaintiffs have been mitigated with the removal of vehicles from the various short-term storage locations in New York. The claims brought by the DEC have all been resolved through entering into consent orders, which included administrative payments in amounts that are not material to the Company, and restoration of premises, which the Company is undertaking. The Company is defending the remaining New York claim and believes it has bona fide legal defenses. | ||||||||||||||||||||||||||||||||||||||||
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 the audit, the DOR issued a notice of proposed assessment for uncollected sales taxes in which it asserted that the Company failed to remit sales taxes totaling $73.8 million, including penalties and interest. In issuing the notice of proposed assessment, the DOR stated its policy position that sales for resale to non-U.S. registered resellers are subject to Georgia sales and use tax. | ||||||||||||||||||||||||||||||||||||||||
The Company has engaged a Georgia law firm and outside tax advisors to review the conduct of its business operations in Georgia, the notice of assessment, and the DOR’s policy position. In particular, the Company’s outside legal counsel has provided the Company an opinion that its 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. | ||||||||||||||||||||||||||||||||||||||||
Based on the opinion from the Company’s outside law firm and advice from outside tax advisors, the Company has adequately provided for the payment of a possible assessment in its consolidated financial statements. The Company believes it has strong defenses to the DOR’s notice of proposed assessment and intends to defend this matter. The Company has filed a request for protest or administrative appeal with the State of Georgia. There can be no assurance that this matter will be resolved in the Company’s favor or that the Company will not ultimately be required to make a substantial payment to the Georgia DOR. The Company understands that Georgia law and DOR regulations are ambiguous on many of the points at issue in the audit, and 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, financial position, and cash flows. |
Guarantees_Indemnifications_to
Guarantees- Indemnifications to Officers and Directors | 12 Months Ended |
Jul. 31, 2014 | |
Guarantees-Indemnifications to Officers and Directors [Abstract] | ' |
Guarantees-Indemnifications to Officers and Directors | ' |
NOTE 15 — Guarantees — Indemnifications to Officers and Directors | |
The Company has entered into an updated form of indemnification agreement, which was approved in January 2012. The indemnification agreement to our directors and certain of our officers is 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. The form was intended to update the current form for our reincorporation into Delaware and general developments in corporate law since the adoption of our original form of indemnification agreement and was done as part of our ordinary course of corporate governance matters. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 16 — Related Party Transactions | |
The Company leases certain of its facilities from officers and directors of the Company under various lease agreements. Rental payments under these leases totaled $1.4 million and $0.4 million for the years ended July 31, 2014 and 2013, respectively. Rental payments to related parties were insignificant for the year ended July 31, 2012. | |
During the year ended July 31, 2012, the Company purchased three houses from executives who relocated to the corporate headquarters in Dallas, Texas. During the year ended July 31, 2013, the Company purchased one commercial property from an executive who relocated to the corporate headquarters in Dallas, Texas. During the year ended July 31, 2014, the Company purchased a property previously leased from an executive. As of July 31, 2014, one property purchased from an executive remained unsold and is reported in assets held for sale. | |
On June 28, 2012, the Company entered into an agreement with Willis J. Johnson, the Company’s Chairman of the Board and a member of the Board of Directors, pursuant to which the Company acquired 2.8 million shares of its common stock at a price of $23.22 per share, or an aggregate purchase price of $65.0 million. The settlement date for the acquisition of the common stock was on or about June 28, 2012, and the purchase was made pursuant to the Company’s existing stock repurchase program. The per share purchase price for the common stock to be acquired was based on the closing price of the Company’s common stock on June 28, 2012 (as reported by The NASDAQ Stock Market). The repurchase was approved by the independent members of the Board of Directors and the Audit Committee of the Board of Directors. | |
On September 27, 2012, the Company entered into an agreement with Thomas W. Smith, the Company’s former member of the Board of Directors, pursuant to which the Company acquired 0.5 million shares of its common stock at a price of $27.77 per share, or an aggregate purchase price of $13.9 million. The settlement date for the acquisition of the common stock was on or about September 27, 2012, and the purchase was made pursuant to the Company’s existing stock repurchase program. The per share purchase price for the common stock to be acquired was based on the closing price of the Company’s common stock on September 27, 2012 (as reported by The NASDAQ Stock Market). The repurchase was approved by the independent members of the Board of Directors and the Audit Committee of the Board of Directors. | |
There were no amounts due to or from related parties as of July 31, 2014 and 2013 that are not separately or previously disclosed. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Jul. 31, 2014 | |
Employee Benefit Plan [Abstract] | ' |
Employee Benefit Plan | ' |
NOTE 17 — 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 $0.8 million, $0.5 million and $0.5 million for the years ended July 31, 2014, 2013 and 2012, 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, $0.2 million, and $0.2 million for the years ended July 31, 2014, 2013 and 2012, respectively, related to this plan. |
Restructuring
Restructuring | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring | ' | |||||||||||||||
NOTE 18 — Restructuring | ||||||||||||||||
The Company relocated its corporate headquarters to Dallas, Texas in 2012. Restructuring costs were as follows: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
General and Administrative | ||||||||||||||||
Severance | $ | 4,598 | $ | 978 | $ | 1,675 | ||||||||||
Relocation | 491 | 759 | 534 | |||||||||||||
Total general and administrative | $ | 5,089 | $ | 1,737 | $ | 2,209 | ||||||||||
Yard Operations | ||||||||||||||||
Relocation | $ | (28 | ) | $ | 189 | $ | 745 | |||||||||
Impairment | — | — | 1,123 | |||||||||||||
Total yard operations | $ | (28 | ) | $ | 189 | $ | 1,868 | |||||||||
Severance for the year ended July 31, 2014 included a benefit for the reversal of previously accrued costs as a result of adjusting the severance accrual based upon the Company’s reassessment of its strategy of utilizing a third-party enterprise operating system. See Capitalized Software Costs inNote 1 — Summary of Significant Accounting Policies. | ||||||||||||||||
The movements in the severance accrual were as follows: | ||||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
Beginning balance | $ | 2,224 | $ | 1,800 | ||||||||||||
Expense | 4,598 | 978 | ||||||||||||||
Payments | (4,924 | ) | (554 | ) | ||||||||||||
Ending balance | $ | 1,898 | $ | 2,224 | ||||||||||||
The Company started transitioning its data center to a third-party managed data center during the year ended July 31, 2013. The Company reviewed the useful life of certain assets related to its data centers and determined they should be revised from an average of 60 months to an average of 45 months to reflect the shorter useful lives of these assets. Additionally, facility depreciation related to the Company’s information technology operations, previously located in the Company’s offices in Fairfield, California, was accelerated as the department relocated to the Dallas, Texas corporate headquarters. These changes in estimates were accounted for on a prospective basis, resulting in increased depreciation expense over the revised useful lives. These changes resulted in additional depreciation expense of $2.8 million and $7.0 million for the years ended July 31, 2014 and 2013, respectively. |
Quarterly_Information
Quarterly Information | 12 Months Ended | |||||||||||||||||||
Jul. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Quarterly Information (in thousands, except per share data) (Unaudited) | ' | |||||||||||||||||||
NOTE 19 — Quarterly Financial Information (in thousands, except per share data) (Unaudited)(1) | ||||||||||||||||||||
Fiscal quarter | ||||||||||||||||||||
Fiscal year 2014 | First | Second | Third | Fourth | ||||||||||||||||
Total revenue | $ | 279,883 | $ | 286,434 | $ | 309,722 | $ | 287,450 | ||||||||||||
Operating income | 64,959 | 71,484 | 62,633 | 75,858 | ||||||||||||||||
Gross Margin | 107,836 | 111,546 | 132,252 | 116,939 | ||||||||||||||||
Income before income taxes | 64,245 | 70,588 | 61,318 | 73,884 | ||||||||||||||||
Net income | 41,422 | 45,345 | 40,877 | 51,043 | ||||||||||||||||
Basic net income per share | $ | 0.33 | $ | 0.36 | $ | 0.32 | $ | 0.41 | ||||||||||||
Diluted net income per share | $ | 0.32 | $ | 0.35 | $ | 0.31 | $ | 0.39 | ||||||||||||
Fiscal quarter | ||||||||||||||||||||
Fiscal year 2013 | First | Second | Third | Fourth | ||||||||||||||||
Total revenue | $ | 238,866 | $ | 266,185 | $ | 277,638 | $ | 263,697 | ||||||||||||
Operating income | 74,357 | 62,770 | 82,813 | 63,052 | ||||||||||||||||
Gross Margin | 105,436 | 96,817 | 115,597 | 103,072 | ||||||||||||||||
Income before income taxes | 71,588 | 61,117 | 82,005 | 62,162 | ||||||||||||||||
Net income | 45,845 | 39,640 | 53,236 | 41,304 | ||||||||||||||||
Basic net income per share | $ | 0.37 | $ | 0.32 | $ | 0.42 | $ | 0.33 | ||||||||||||
Diluted net income per share | $ | 0.36 | $ | 0.31 | $ | 0.41 | $ | 0.32 | ||||||||||||
-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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||||
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 and 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 North American 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. The 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 high bid of the vehicle, the revenue associated with the pre-sale services is recognized upon completion of the sale when the total arrangement is fixed and determinable. The estimated selling price of each service is determined based on management’s best estimate and allotted based on the relative selling price method. | ||||||||||||||||
Vehicle sales, where vehicles are purchased and remarketed on the Company’s own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue. | ||||||||||||||||
The Company also provides a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. The Company has concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method. | ||||||||||||||||
The Company also charges members an annual registration fee for the right to participate in its vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no rights 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 an arrangement containing 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 is not a direct correlation for an increase in expenses or units processed on vehicle pooling costs. | ||||||||||||||||
The Company applies the provisions of accounting guidance for subsequent measurement of inventory to our 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. | ||||||||||||||||
In early November 2012, Hurricane Sandy hit the northeastern coast of the United States. As a result of the extensive flooding that it caused, the Company expended additional costs for (i) temporary storage facilities; (ii) premiums for subhaulers as they were reassigned from other regions; and (iii) labor costs incurred for overtime, travel and lodging due to the reassignment of employees to the affected region. These costs, which are characterized as “abnormal” under ASC 330, Inventory, were expensed as incurred and not included in inventory. At July 31, 2013, the incremental salvage vehicles received as a result of Hurricane Sandy were sold. | ||||||||||||||||
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, the British pound, the U.A.E. dirham, the Brazilian real, and the 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, 2012 | ($34,933) | |||||||||||||||
Loss on foreign currency translation | -10,487 | |||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2013 | ($45,420) | |||||||||||||||
Gain on foreign currency translation | 26,428 | |||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2014 | ($18,992) | |||||||||||||||
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. Interest rate hedges are valued at exit prices obtained from the counter-party. | |||||||||||||||
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 and accrued liabilities approximated their fair values as of July 31, 2014 and 2013, 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 for additional fair value disclosures. | ||||||||||||||||
Derivatives and Hedging | ' | |||||||||||||||
Derivatives and Hedging | ||||||||||||||||
The Company has entered into two interest rate swaps to eliminate interest rate risk on the Company’s variable rate Term Loan, and the swaps are designated as effective cash flow hedges under ASC 815, Derivatives and Hedging. See Note 9—Derivatives and Hedging. Each quarter, the Company measures hedge effectiveness using the “hypothetical derivative method” and records in earnings any hedge ineffectiveness with the effective portion of the hedges change in fair value recorded in other comprehensive income. | ||||||||||||||||
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. Advertising expenses were $5.0 million, $5.0 million and $6.5 million for the years ended July 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
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 and rental income. | ||||||||||||||||
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 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. | ||||||||||||||||
Bank Overdraft | ' | |||||||||||||||
Bank Overdraft | ||||||||||||||||
As a result of maintaining a consolidated cash management system, the Company utilizes controlled disbursement bank accounts. These accounts are funded as checks are presented for payment, not when checks are issued. The resulting bank overdraft position is included in current liabilities as of July 31, 2013. | ||||||||||||||||
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 performs ongoing credit evaluations of its customers, and 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, 2014, 2013 and 2012. As of July 31, 2014 and 2013, one customer accounted for more than 10% of the Company’s accounts receivable. | ||||||||||||||||
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 is computed on a straight-line basis over the estimated useful lives of: three to five years for internally developed or purchased software; three to seven 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 and Other Identifiable Intangible Assets | ' | |||||||||||||||
Goodwill and Other Identifiable Intangible Assets | ||||||||||||||||
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 performed its annual impairment test for goodwill during the fourth quarter of the year ended July 31, 2014, utilizing a market value and discounted cash flow approach. The impairment test for identifiable intangible assets not subject to amortization is also performed annually or when impairment indicators exist. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate other long-lived assets. | ||||||||||||||||
Assets Held for Sale | ' | |||||||||||||||
Assets Held for Sale | ||||||||||||||||
The Company has removed certain assets from operations and offered them for sale. These assets, which include certain real estate, are reflected at their fair market value, less costs to dispose, in the financial statements and are a Level II fair value measurement based on sale transactions of similar assets. During the year ended July 31, 2012, the Company recorded an impairment of $8.8 million associated with the write down to fair market value of these assets held for sale. | ||||||||||||||||
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 were 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, 2014 and 2013 was $61.7 million and $74.3 million, respectively. Accumulated amortization expense related to software as of July 31, 2014 and 2013 totaled $38.6 million and $28.6 million, respectively. | ||||||||||||||||
The Company recently reassessed its strategy of utilizing a third-party enterprise operating system to address its international expansion needs based on the projected cost to complete, deployment risk and certain other factors. The Company decided to cease development of this software and address its international technology needs through an internally developed proprietary solution. For the year ended July 31, 2014, the Company recognized a charge of $29.1 million resulting primarily from the impairment of costs previously capitalized in connection with the development of the software. | ||||||||||||||||
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 $225,000 stop loss per claim and a stop loss limiting total exposure to 120% of expected claims. In addition, each of the Company’s policies contains an aggregate stop loss which limits its ultimate exposure. The Company’s liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. 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, 2014 and 2013, the total amount reserved for related self-insured claims is $5.7 million and $6.1 million, respectively. | ||||||||||||||||
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, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Expected life (in years) | 5.1 – 7.1 | 5.2 – 6.9 | 5.2 – 6.8 | |||||||||||||
Risk-free interest rate | 1.55 – 2.3 | % | 0.61 – 1.5 | % | 0.68 – 1.7 | % | ||||||||||
Estimated volatility | 20 – 25 | % | 24 – 26 | % | 24 – 26 | % | ||||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average fair value at measurement date | $ | 11.1 | $ | 7.87 | $ | 6.01 | ||||||||||
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. | ||||||||||||||||
Net cash proceeds from the exercise of stock options were $10.4 million, $21.4 million and $13.7 million for the years ended July 31, 2014, 2013 and 2012, respectively. The Company realized an income tax benefit of $2.3 million, $6.1 million and $4.4 million from stock option exercises during the years ended July 31, 2014, 2013 and 2012, 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. | ||||||||||||||||
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, 2014, 2013 and 2012, 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. | ||||||||||||||||
Recently Issued Accounting Standards | ' | |||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||
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 beginning after December 15, 2016, using one of two retrospective application methods. The Company has not determined the potential effects of implementing ASU 2014-09 on the consolidated financial statements. | ||||||||||||||||
In February 2013, the FASB ASU 2013-02, Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amends ASC 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The Company’s adoption of ASU 2013-02 did not have a material impact on the Company’s condensed consolidated results of operations and financial position. | ||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which amended the guidance in ASU 2011-08 to simplify the testing of indefinite-lived intangible assets other than goodwill for impairment. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning September 15, 2012. The Company’s adoption of ASU 2012-02 did not have a material impact on the Company’s consolidated results of operations and financial position. | ||||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
The Company recognizes and measures identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations. The accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenues, cash flows and terminal value, which are then either discounted at an estimated discount rate or measured at an estimated royalty rate, and the fair value of other acquired assets and assumed liabilities, including potential contingencies and the useful lives of the assets. The projections are developed using internal forecasts, available industry and market data and estimates of long-term growth rates of the Company. Historical experience is additionally utilized, in which historical or current costs have approximated fair value for certain assets acquired. | ||||||||||||||||
Segments and Other Geographic Reporting | ' | |||||||||||||||
Segments and Other Geographic Reporting | ||||||||||||||||
The Company’s North American and U.K. regions are considered two separate operating segments, which have been aggregated into one reportable segment because they share similar economic characteristics. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||
Jul. 31, 2014 | |||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||
Schedule of foreign currency translation | ' | ||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2012 | ($34,933) | ||||||||||||||
Loss on foreign currency translation | -10,487 | ||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2013 | ($45,420) | ||||||||||||||
Gain on foreign currency translation | 26,428 | ||||||||||||||
Cumulative loss on foreign currency translation as of July 31, 2014 | ($18,992) | ||||||||||||||
Schedule of fair value assumptions | ' | ||||||||||||||
July 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Expected life (in years) | 5.1 – 7.1 | 5.2 – 6.9 | 5.2 – 6.8 | ||||||||||||
Risk-free interest rate | 1.55 – 2.3 | % | 0.61 – 1.5 | % | 0.68 – 1.7 | % | |||||||||
Estimated volatility | 20 – 25 | % | 24 – 26 | % | 24 – 26 | % | |||||||||
Expected dividends | 0 | % | 0 | % | 0 | % | |||||||||
Weighted average fair value at measurement date | $ | 11.1 | $ | 7.87 | $ | 6.01 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||
Jul. 31, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
Schedule of purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed | ' | ||||||
Allocation of the acquisition: | |||||||
Accounts receivable and prepaid expenses | $ | 734 | |||||
Property and equipment | 71 | ||||||
Inventory | 81 | ||||||
Intangible assets | 5,153 | ||||||
Goodwill | 8,472 | ||||||
Liabilities assumed | (43 | ) | |||||
Fair value of net assets and liabilities acquired | $ | 14,468 | |||||
Total cash paid, net of cash acquired | $ | 83,866 | |||||
Contingent consideration | 3,092 | ||||||
Total acquisition price | $ | 86,958 | |||||
Allocation of the acquisition: | |||||||
Accounts receivable and prepaid expenses | $ | 21,082 | |||||
Deferred income taxes | 2,845 | ||||||
Vehicle pooling costs | 1,187 | ||||||
Property and equipment | 21,158 | ||||||
Inventory | 634 | ||||||
Intangible assets | 24,186 | ||||||
Goodwill | 72,666 | ||||||
Liabilities assumed | (56,800 | ) | |||||
Fair value of net assets and liabilities acquired | $ | 86,958 | |||||
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 12 Months Ended | ||||||||||||||
Jul. 31, 2014 | |||||||||||||||
Accounts Receivable, Net [Abstract] | ' | ||||||||||||||
Schedule of accounts receivable | ' | ||||||||||||||
July 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||||
Advance charges receivable | $ | 126,307 | $ | 118,584 | |||||||||||
Trade accounts receivable | 72,170 | 65,660 | |||||||||||||
Other receivables | 2,092 | 1,153 | |||||||||||||
200,569 | 185,397 | ||||||||||||||
Less: allowance for doubtful accounts | (3,584 | ) | (2,683 | ) | |||||||||||
Accounts receivable, net | $ | 196,985 | $ | 182,714 | |||||||||||
Schedule of movements in the allowance for doubtful accounts | ' | ||||||||||||||
July 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||
Balance at beginning of year | $ | 2,683 | $ | 2,920 | $ | 3,122 | |||||||||
Charged to costs and expenses | 3,376 | 1,424 | 1,626 | ||||||||||||
Deductions to bad debt | (2,475 | ) | (1,661 | ) | (1,828 | ) | |||||||||
Balance at end of year | $ | 3,584 | $ | 2,683 | $ | 2,920 | |||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||||
Jul. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of property and equipment | ' | ||||||||||
July 31, | |||||||||||
(In thousands) | 2014 | 2013 | |||||||||
Transportation and other equipment | $ | 68,956 | $ | 58,016 | |||||||
Office furniture and equipment | 41,504 | 59,936 | |||||||||
Software | 61,698 | 74,261 | |||||||||
Land | 475,564 | 443,126 | |||||||||
Buildings and leasehold improvements | 429,895 | 414,284 | |||||||||
1,077,617 | 1,049,623 | ||||||||||
Less: accumulated depreciation and amortization | (385,234 | ) | (372,106 | ) | |||||||
Property and equipment, net | $ | 692,383 | $ | 677,517 | |||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||
Jul. 31, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Schedule of change in carrying amount of goodwill | ' | ||||||||||
July 31, | |||||||||||
(In thousands) | 2014 | 2013 | |||||||||
Beginning balance | $ | 267,463 | $ | 196,438 | |||||||
Goodwill recorded during the period | 7,724 | 73,414 | |||||||||
Effect of foreign currency exchange rates | 8,593 | (2,389 | ) | ||||||||
Ending balance | $ | 283,780 | $ | 267,463 |
Intangibles_Net_Tables
Intangibles, Net (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Jul. 31, 2014 | ||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | |||||||||||||||||||||||||||||||||||
Schedule of intangible assets | ' | |||||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Weighted Average | |||||||||||||||||||||||||||||||||
Carrying | Amortization | Book Value | Remaining Useful | |||||||||||||||||||||||||||||||||
Amount | Life (in years) | |||||||||||||||||||||||||||||||||||
July 31, | July 31, | July 31, | July 31, | |||||||||||||||||||||||||||||||||
(In thousands, except remaining useful life) | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
Amortized intangibles: | ||||||||||||||||||||||||||||||||||||
Covenants not to compete | $ | 17,656 | $ | 12,515 | $ | (11,945 | ) | $ | (10,965 | ) | $ | 5,711 | $ | 1,550 | 4 | 4 | ||||||||||||||||||||
Supply contracts & customer relationships | 46,761 | 33,711 | (29,193 | ) | (22,152 | ) | 17,568 | 11,559 | 4 | 6 | ||||||||||||||||||||||||||
Trade name | 2,757 | 2,998 | (1,125 | ) | (402 | ) | 1,632 | 2,596 | 3 | 4 | ||||||||||||||||||||||||||
Licenses and databases | 2,560 | 3,306 | (2,229 | ) | (1,305 | ) | 331 | 2,001 | 3 | 3 | ||||||||||||||||||||||||||
Intangibles, net | $ | 69,734 | $ | 52,530 | $ | (44,492 | ) | $ | (34,824 | ) | $ | 25,242 | $ | 17,706 | ||||||||||||||||||||||
Schedule of aggregate amortization expense on intangible assets | ' | |||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
2015 | $ | 6,491 | ||||||||||||||||||||||||||||||||||
2016 | 5,976 | |||||||||||||||||||||||||||||||||||
2017 | 5,712 | |||||||||||||||||||||||||||||||||||
2018 | 4,501 | |||||||||||||||||||||||||||||||||||
2019 | 1,087 | |||||||||||||||||||||||||||||||||||
Thereafter | 1,475 | |||||||||||||||||||||||||||||||||||
Total future intangible amortization expense | $ | 25,242 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended | ||||||||||
Jul. 31, 2014 | |||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||
Schedule of accounts payable and accrued liabilities | ' | ||||||||||
July 31, | |||||||||||
(In thousands) | 2014 | 2013 | |||||||||
Trade accounts payable | $ | 22,108 | $ | 34,488 | |||||||
Accounts payable to sellers | 40,105 | 36,073 | |||||||||
Buyer deposits and prepayments | 28,117 | 25,384 | |||||||||
Accrued compensation and benefits | 25,721 | 21,978 | |||||||||
Accrued insurance | 5,703 | 6,048 | |||||||||
Other accrued liabilities | 30,402 | 12,677 | |||||||||
Total accounts payable and accrued expenses | $ | 152,156 | $ | 136,648 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||
Jul. 31, 2014 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Schedule of future annual payments | ' | ||||||
(In thousands) | July 31, | ||||||
2015 | $ | 75,000 | |||||
2016 | 218,750 | ||||||
Total future Term Loan payments | $ | 293,750 | |||||
Stockholders_Equity_Tables
Stockholder's Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||||||||
Schedule of stock options exercised | ' | ||||||||||||||||||||||||||||||
Period | Options | Exercise | Shares Net | Shares | Net | Share | Tax | ||||||||||||||||||||||||
Exercised | Price | Settled for | Withheld | Shares to | Price for | Withholding | |||||||||||||||||||||||||
Exercise | for Taxes(1) | Employee | Withholding | (in 000s) | |||||||||||||||||||||||||||
FY 2012—Q1 | 40,000 | $ | 9 | 16,082 | 8,974 | 14,944 | $ | 22.39 | $ | 201 | |||||||||||||||||||||
FY 2012—Q2 | 20,000 | 9 | 7,506 | 4,584 | 7,910 | 23.98 | 110 | ||||||||||||||||||||||||
FY 2012—Q3 | 322,520 | 10.74 | 131,299 | 85,683 | 105,538 | 26.38 | 2,260 | ||||||||||||||||||||||||
FY 2013—Q2 | 73,228 | 8.89 | 18,127 | 17,461 | 37,640 | 35.91 | 627 | ||||||||||||||||||||||||
FY 2014—Q1 | 14,000 | 16.43 | 7,241 | 2,519 | 4,240 | 31.77 | 80 | ||||||||||||||||||||||||
-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 | ' | ||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||
General and administrative | $ | 19,489 | $ | 17,238 | $ | 18,802 | |||||||||||||||||||||||||
Yard operations | 2,610 | 2,319 | 2,989 | ||||||||||||||||||||||||||||
Total stock-based payment compensation | $ | 22,099 | $ | 19,557 | $ | 21,791 | |||||||||||||||||||||||||
Schedule of non-vested shares | ' | ||||||||||||||||||||||||||||||
(In thousands, except share amounts) | Number of | Weighted | |||||||||||||||||||||||||||||
Shares | Average Grant- | ||||||||||||||||||||||||||||||
date Fair Value | |||||||||||||||||||||||||||||||
Non-vested shares at July 31, 2013 | 3,396 | $ | 6.55 | ||||||||||||||||||||||||||||
Grants of non-vested shares | 4,986 | 11.1 | |||||||||||||||||||||||||||||
Vested | (2,186 | ) | 6.78 | ||||||||||||||||||||||||||||
Forfeitures or expirations | (275 | ) | 7.05 | ||||||||||||||||||||||||||||
Non-vested shares at July 31, 2014 | 5,921 | $ | 10.39 | ||||||||||||||||||||||||||||
Schedule of option activity | ' | ||||||||||||||||||||||||||||||
(In thousands, except per share and term data) | Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||||||||||||||||
(In years) | |||||||||||||||||||||||||||||||
Outstanding as of July 31, 2013 | 14,922 | $ | 16.75 | 5.91 | $ | 235,086 | |||||||||||||||||||||||||
Grants of options | 4,986 | 35.75 | — | — | |||||||||||||||||||||||||||
Exercises | (551 | ) | 17.1 | — | — | ||||||||||||||||||||||||||
Forfeitures or expirations | (275 | ) | 21.73 | — | — | ||||||||||||||||||||||||||
Outstanding as of July 31, 2014 | 19,082 | $ | 21.64 | 6.01 | $ | 235,734 | |||||||||||||||||||||||||
Exercisable as of July 31, 2014 | 13,161 | $ | 16.33 | 4.67 | $ | 224,434 | |||||||||||||||||||||||||
Vested and expected to vest as of July 31, 2014 | 18,522 | $ | 21.58 | 6.1 | $ | 218,576 | |||||||||||||||||||||||||
Schedule of stock options outstanding and exercisable | ' | ||||||||||||||||||||||||||||||
(In thousands, except per share amount) | Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||||||||||
Life | |||||||||||||||||||||||||||||||
$9.29–$14.88 | 550 | 2.32 | $ | 12.63 | 550 | $ | 12.63 | ||||||||||||||||||||||||
$15.11–$15.11 | 8,000 | 4.7 | 15.11 | 8,000 | 15.11 | ||||||||||||||||||||||||||
$16.38–$22.47 | 4,882 | 4.89 | 18.46 | 4,209 | 18.24 | ||||||||||||||||||||||||||
$22.47–36.82 | 5,650 | 9.2 | 34.52 | 402 | 25.69 | ||||||||||||||||||||||||||
19,082 | 6.01 | $ | 21.64 | 13,161 | $ | 16.33 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Schedule of income from continuing operations before taxes | ' | |||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
U.S | $ | 218,450 | $ | 236,118 | $ | 237,596 | ||||||||||
Non-U.S | 51,585 | 40,754 | 40,460 | |||||||||||||
Total income before taxes | $ | 270,035 | $ | 276,872 | $ | 278,056 | ||||||||||
Schedule of income tax expense (benefit) from continuing operations | ' | |||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
Federal: | ||||||||||||||||
Current | $ | 90,207 | $ | 87,484 | $ | 102,152 | ||||||||||
Deferred | (9,589 | ) | (1,073 | ) | (14,557 | ) | ||||||||||
80,618 | 86,411 | 87,595 | ||||||||||||||
State: | ||||||||||||||||
Current | 1,912 | 3,871 | 3,332 | |||||||||||||
Deferred | (279 | ) | 66 | (461 | ) | |||||||||||
1,633 | 3,937 | 2,871 | ||||||||||||||
Foreign: | ||||||||||||||||
Current | 10,077 | 9,090 | 8,460 | |||||||||||||
Deferred | (980 | ) | (2,591 | ) | (2,989 | ) | ||||||||||
9,097 | 6,499 | 5,471 | ||||||||||||||
Income tax expense | $ | 91,348 | $ | 96,847 | $ | 95,937 | ||||||||||
Schedule of reconciliation of Income tax | ' | |||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||||||
State income taxes, net of federal income tax benefit | 1.1 | 1.1 | 1.2 | |||||||||||||
Foreign rate differential | (2.1 | ) | (1.8 | ) | (1.9 | ) | ||||||||||
Compensation and fringe benefits | 0.1 | 0.1 | — | |||||||||||||
Other differences | (0.3 | ) | 0.6 | 0.2 | ||||||||||||
Effective tax rate | 33.8 | % | 35 | % | 34.5 | % | ||||||||||
Schedule of tax effects on deferred tax assets and deferred tax liabilities | ' | |||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
Deferred tax assets: | ||||||||||||||||
Allowance for doubtful accounts | $ | 1,209 | $ | 1,109 | ||||||||||||
Accrued compensation and benefits | 36,780 | 29,909 | ||||||||||||||
State taxes | 416 | 438 | ||||||||||||||
Accrued other | 2,962 | 3,376 | ||||||||||||||
Deferred revenue | 1,301 | 675 | ||||||||||||||
Property and equipment | 18,627 | 11,651 | ||||||||||||||
Losses carried forward | 4,312 | 4,494 | ||||||||||||||
Federal tax benefit | 10,457 | 7,897 | ||||||||||||||
Total gross deferred tax assets | 76,064 | 59,549 | ||||||||||||||
Less valuation allowance | (2,210 | ) | (1,597 | ) | ||||||||||||
Net deferred tax assets | 73,854 | 57,952 | ||||||||||||||
Deferred tax liabilities: | ||||||||||||||||
Vehicle pooling costs | (7,420 | ) | (6,814 | ) | ||||||||||||
Prepaid insurance | (1,950 | ) | (1,039 | ) | ||||||||||||
Intangibles and goodwill | (33,332 | ) | (25,757 | ) | ||||||||||||
Workers’ compensation | — | (81 | ) | |||||||||||||
Total gross deferred tax liabilities | (42,702 | ) | (33,691 | ) | ||||||||||||
Net deferred tax assets | $ | 31,152 | $ | 24,261 | ||||||||||||
Schedule of net deferred tax liability | ' | |||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
North America current assets | $ | 1,803 | $ | 2,216 | ||||||||||||
North America non-current assets | 36,639 | 29,928 | ||||||||||||||
Foreign non-current liabilities | (7,290 | ) | (7,883 | ) | ||||||||||||
Net deferred tax assets | $ | 31,152 | $ | 24,261 | ||||||||||||
Schedule of unrecognized tax benefits | ' | |||||||||||||||
July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 17,178 | $ | 16,946 | $ | 18,794 | ||||||||||
Increases related to current year tax position | 1,805 | 1,844 | 2,036 | |||||||||||||
Prior year tax positions: | ||||||||||||||||
Prior year increase | 2,997 | 1,474 | 618 | |||||||||||||
Prior year decrease | (523 | ) | — | (952 | ) | |||||||||||
Cash settlement | — | — | (452 | ) | ||||||||||||
Lapse of statute of limitations | (3,038 | ) | (3,086 | ) | (3,098 | ) | ||||||||||
Ending balance | $ | 18,419 | $ | 17,178 | $ | 16,946 |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||||||||
Jul. 31, 2014 | |||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||
Schedule of reconciliation of basic weighted shares outstanding to diluted weighted average shares outstanding | ' | ||||||||||||||
July 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||
Weighted average common shares outstanding | 125,693 | 124,912 | 128,120 | ||||||||||||
Effect of dilutive securities — stock options | 5,537 | 4,869 | 3,308 | ||||||||||||
Weighted average common and dilutive potential common shares outstanding | 131,230 | 129,781 | 131,428 |
Segments_and_Other_Geographic_1
Segments and Other Geographic Information (Tables) | 12 Months Ended | ||||||||||||||
Jul. 31, 2014 | |||||||||||||||
Segment Reporting Disclosure [Abstract] | ' | ||||||||||||||
Schedule of revenues by geographic location | ' | ||||||||||||||
Year ended July 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||
North America | $ | 904,000 | $ | 826,030 | $ | 731,495 | |||||||||
United Kingdom | 235,245 | 209,186 | 192,696 | ||||||||||||
Other | 24,244 | 11,170 | — | ||||||||||||
Total revenue | $ | 1,163,489 | $ | 1,046,386 | $ | 924,191 | |||||||||
International total | $ | 269,915 | $ | 228,945 | $ | 199,322 | |||||||||
Schedule of long-lived assets by geographic location | ' | ||||||||||||||
Year ended July 31, | |||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||
North America | $ | 551,182 | $ | 565,590 | $ | 514,527 | |||||||||
United Kingdom | 139,845 | 102,934 | 91,543 | ||||||||||||
Other | 57,743 | 44,219 | — | ||||||||||||
Total long-lived assets | $ | 748,770 | $ | 712,743 | $ | 606,070 | |||||||||
International total | $ | 204,076 | $ | 151,179 | $ | 95,704 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Jul. 31, 2014 | |||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||
Schedule of future minimum lease commitments under noncancelable capital and operating leases | ' | ||||||||||||||||||||||||||||||||||||||
Year ended July 31, | |||||||||||||||||||||||||||||||||||||||
(In thousands) | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Subtotal | Less | Total | ||||||||||||||||||||||||||||||
Amount | |||||||||||||||||||||||||||||||||||||||
Representing | |||||||||||||||||||||||||||||||||||||||
Interest | |||||||||||||||||||||||||||||||||||||||
Operating leases | $ | 23,357 | $ | 20,718 | $ | 18,334 | $ | 16,050 | $ | 12,685 | $ | 76,190 | $ | 167,334 | $ | — | $ | 167,334 | |||||||||||||||||||||
Capital leases | 1,407 | 1,312 | 37 | 3 | — | — | 2,759 | (92 | ) | 2,667 |
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | |||||||||||||||
Jul. 31, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Schedule of restructuring-related costs | ' | |||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||||
General and Administrative | ||||||||||||||||
Severance | $ | 4,598 | $ | 978 | $ | 1,675 | ||||||||||
Relocation | 491 | 759 | 534 | |||||||||||||
Total general and administrative | $ | 5,089 | $ | 1,737 | $ | 2,209 | ||||||||||
Yard Operations | ||||||||||||||||
Relocation | $ | (28 | ) | $ | 189 | $ | 745 | |||||||||
Impairment | — | — | 1,123 | |||||||||||||
Total yard operations | $ | (28 | ) | $ | 189 | $ | 1,868 | |||||||||
Schedule of movements in severance accrual | ' | |||||||||||||||
Year ended July 31, | ||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||
Beginning balance | $ | 2,224 | $ | 1,800 | ||||||||||||
Expense | 4,598 | 978 | ||||||||||||||
Payments | (4,924 | ) | (554 | ) | ||||||||||||
Ending balance | $ | 1,898 | $ | 2,224 | ||||||||||||
Quarterly_Information_Tables
Quarterly Information (Tables) | 12 Months Ended | |||||||||||||||||||
Jul. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of quarterly financial information | ' | |||||||||||||||||||
Fiscal quarter | ||||||||||||||||||||
Fiscal year 2014 | First | Second | Third | Fourth | ||||||||||||||||
Total revenue | $ | 279,883 | $ | 286,434 | $ | 309,722 | $ | 287,450 | ||||||||||||
Operating income | 64,959 | 71,484 | 62,633 | 75,858 | ||||||||||||||||
Gross Margin | 107,836 | 111,546 | 132,252 | 116,939 | ||||||||||||||||
Income before income taxes | 64,245 | 70,588 | 61,318 | 73,884 | ||||||||||||||||
Net income | 41,422 | 45,345 | 40,877 | 51,043 | ||||||||||||||||
Basic net income per share | $ | 0.33 | $ | 0.36 | $ | 0.32 | $ | 0.41 | ||||||||||||
Diluted net income per share | $ | 0.32 | $ | 0.35 | $ | 0.31 | $ | 0.39 | ||||||||||||
Fiscal quarter | ||||||||||||||||||||
Fiscal year 2013 | First | Second | Third | Fourth | ||||||||||||||||
Total revenue | $ | 238,866 | $ | 266,185 | $ | 277,638 | $ | 263,697 | ||||||||||||
Operating income | 74,357 | 62,770 | 82,813 | 63,052 | ||||||||||||||||
Gross Margin | 105,436 | 96,817 | 115,597 | 103,072 | ||||||||||||||||
Income before income taxes | 71,588 | 61,117 | 82,005 | 62,162 | ||||||||||||||||
Net income | 45,845 | 39,640 | 53,236 | 41,304 | ||||||||||||||||
Basic net income per share | $ | 0.37 | $ | 0.32 | $ | 0.42 | $ | 0.33 | ||||||||||||
Diluted net income per share | $ | 0.36 | $ | 0.31 | $ | 0.41 | $ | 0.32 | ||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Cumulative Translation Adjustment Summary [Roll Forward] | ' | ' | ' |
Cumulative loss on foreign currency translation, Begining balance | ($45,420) | ($34,933) | ($23,225) |
Gailn / loss on foreign currency translation | 26,428 | -10,487 | -11,708 |
Cumulative loss on foreign currency translation, Ending balance | ($18,992) | ($45,420) | ($34,933) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (Stock Options [Member], USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
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 | 1.55% | 0.61% | 0.68% |
Risk-free interest rate, maximum | 2.30% | 1.50% | 1.70% |
Estimated volatility, minimum | 20.00% | 24.00% | 24.00% |
Estimated volatility, maximum | 25.00% | 26.00% | 26.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Weighted-average fair value at measurement date | $11.10 | $7.87 | $6.01 |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life (in years) | '5 years 1 month 6 days | '5 years 2 months 12 days | '5 years 2 months 12 days |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected life (in years) | '7 years 1 month 6 days | '6 years 10 months 24 days | '6 years 9 months 18 days |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textuals) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Segment | |||
Derivative | |||
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' |
Number of interest rate derivatives held | 2 | ' | ' |
Number of operating segments | 2 | ' | ' |
Number of reportable segment | 1 | ' | ' |
Advertising expenses | $5 | $5 | $6.50 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details Textuals 1) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Total revenues [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 [Member] | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' |
Concentration risk, benchmark description | 'more than 10 | 'more than 10 | ' |
Concentration risk, customer | 'one customer accounted for more than 10 | 'one customer accounted for more than 10 | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details Textuals 2) (USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Retained Insurance Liabilities [Abstract] | ' | ' | ' |
Amount deductible per claim - insurance policies | $250,000,000 | ' | ' |
Amount deductible per claim - medical policy | 225,000,000 | ' | ' |
Percentage of medical claim | 120.00% | ' | ' |
Self insured claims reserve | 5,700,000 | 6,100,000 | ' |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ' | ' | ' |
Proceeds from the exercise of stock options | 10,412,000 | 21,442,000 | 13,651,000 |
Income tax benefit realized from stock-based payment compensation | 2,289,000 | 6,097,000 | 4,367,000 |
Impairment of long-lived assets | 29,104,000 | ' | 8,771,000 |
Software development costs, gross | 61,700,000 | 74,300,000 | ' |
Accumulated amortization | 38,600,000 | 28,600,000 | ' |
Impairment charge | $29,100,000 | ' | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, estimated useful lives | 'between five and ten years | ' | ' |
Internally developed or purchased software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, estimated useful lives | 'three to five years | ' | ' |
Transportation and other equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, estimated useful lives | 'three to seven years | ' | ' |
Office furniture and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, estimated useful lives | 'three to ten years | ' | ' |
Buildings and leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and Equipment, estimated useful lives | '5 to 40 years or the lease term, whichever is shorter | ' | ' |
Acquisitions_Details
Acquisitions (Details) (Salvage vehicle auction business and auction platform [Member], USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Salvage vehicle auction business and auction platform [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total cash paid, net of cash acquired | ' | $83,866 |
Contingent consideration | ' | 3,092 |
Total acquisition price | 14,468 | 86,958 |
Allocation of the acquisition price: | ' | ' |
Accounts receivable and prepaid expenses | 734 | 21,082 |
Deferred income taxes | ' | 2,845 |
Vehicle pooling costs | ' | 1,187 |
Property and equipment | 71 | 21,158 |
Inventory | 81 | 634 |
Intangible assets | 5,153 | 24,186 |
Goodwill | 8,472 | 72,666 |
Liabilities assumed | -43 | -56,800 |
Fair value of net assets and liabilities acquired | $14,468 | $86,958 |
Acquisitions_Details_Textuals
Acquisitions (Details Textuals) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2013 | Mar. 31, 2011 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2014 |
Covenants not to compete [Member] | Covenants not to compete [Member] | Licenses and databases [Member] | Licenses and databases [Member] | John Hewitt and Sons, Limited (Hewitt) [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage vehicle auction business and auction platform [Member] | Salvage parent inc [Member] | ||||
Covenants not to compete [Member] | Covenants not to compete [Member] | Supply contracts [Member] | Supply contracts [Member] | Customer relationships [Member] | Customer relationships [Member] | Trade name [Member] | Trade name [Member] | Licenses and databases [Member] | Licenses and databases [Member] | ||||||||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total acquisition price | ' | ' | ' | ' | ' | ' | ' | ' | $14,468,000 | $86,958,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 283,780,000 | 267,463,000 | 196,438,000 | ' | ' | ' | ' | 19,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 |
Useful life of intangible assets | ' | ' | ' | '4 years | '4 years | '3 years | '3 years | ' | ' | ' | '3 years | '8 years | '3 years | '8 years | '3 years | '8 years | '3 years | '8 years | '3 years | '8 years | ' |
Accrued Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500,000 |
Intangible assets, net | 25,242,000 | 17,706,000 | ' | 5,711,000 | 1,550,000 | 331,000 | 2,001,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,300,000 |
Pre-acquisition contingency low | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 |
Pre-acquisition contingency high | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000,000 |
Fair value of this contingency | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14,000,000 |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable, gross, current | $200,569 | $185,397 | ' | ' |
Less allowance for doubtful accounts | -3,584 | -2,683 | -2,920 | -3,122 |
Accounts receivable, net | 196,985 | 182,714 | ' | ' |
Advance charges receivable [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable, gross, current | 126,307 | 118,584 | ' | ' |
Trade accounts receivable [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable, gross, current | 72,170 | 65,660 | ' | ' |
Other receivables [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable, gross, current | $2,092 | $1,153 | ' | ' |
Accounts_Receivable_Net_Detail1
Accounts Receivable, Net (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Balance at beginning of year | $2,683 | $2,920 | $3,122 |
Charged to costs and expenses | 3,376 | 1,424 | 1,626 |
Deductions to bad debt | -2,475 | -1,661 | -1,828 |
Balance at end of year | $3,584 | $2,683 | $2,920 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $1,077,617 | $1,049,623 |
Less accumulated depreciation and amortization | -385,234 | -372,106 |
Property, plant and equipment, net, total | 692,383 | 677,517 |
Transportation and other equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 68,956 | 58,016 |
Office furniture and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 41,504 | 59,936 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 61,698 | 74,261 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 475,564 | 443,126 |
Buildings and leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $429,895 | $414,284 |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Textuals) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $37 | $42 | $34.80 |
Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Amortization expense | $9.80 | $9.50 | $8.90 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | $267,463 | $196,438 |
Goodwill recorded during the period | 7,724 | 73,414 |
Effect of foreign currency translation | 8,593 | -2,389 |
Ending balance | $283,780 | $267,463 |
Goodwill_Details_Textuals
Goodwill (Details Textuals) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Millions, unless otherwise specified | ||
Goodwill [Abstract] | ' | ' |
Goodwill impairment losses | $21.80 | $21.80 |
Intangibles_Net_Details
Intangibles, Net (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 |
Amortized intangible assets: | ' | ' |
Gross Carrying Amount | $69,734 | $52,530 |
Accumulated Amortization | -44,492 | -34,824 |
Intangibles, net | 25,242 | 17,706 |
Covenants not to compete [Member] | ' | ' |
Amortized intangible assets: | ' | ' |
Gross Carrying Amount | 17,656 | 12,515 |
Accumulated Amortization | -11,945 | -10,965 |
Intangibles, net | 5,711 | 1,550 |
Weighted Average Remaining Useful Life (in years) | '4 years | '4 years |
Supply Contract And Customer Relationships [Member] | ' | ' |
Amortized intangible assets: | ' | ' |
Gross Carrying Amount | 46,761 | 33,711 |
Accumulated Amortization | -29,193 | -22,152 |
Intangibles, net | 17,568 | 11,559 |
Weighted Average Remaining Useful Life (in years) | '4 years | '6 years |
Trade name [Member] | ' | ' |
Amortized intangible assets: | ' | ' |
Gross Carrying Amount | 2,757 | 2,998 |
Accumulated Amortization | -1,125 | -402 |
Intangibles, net | 1,632 | 2,596 |
Weighted Average Remaining Useful Life (in years) | '3 years | '4 years |
Licenses and databases [Member] | ' | ' |
Amortized intangible assets: | ' | ' |
Gross Carrying Amount | 2,560 | 3,306 |
Accumulated Amortization | -2,229 | -1,305 |
Intangibles, net | $331 | $2,001 |
Weighted Average Remaining Useful Life (in years) | '3 years | '3 years |
Intangibles_Net_Details_1
Intangibles, Net (Details 1) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' |
2015 | $6,491 | ' |
2016 | 5,976 | ' |
2017 | 5,712 | ' |
2018 | 4,501 | ' |
2019 | 1,087 | ' |
Thereafter | 1,475 | ' |
Intangibles, net | $25,242 | $17,706 |
Intangibles_Net_Details_Textua
Intangibles, Net (Details Textuals) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' | ' |
Amortization expenses | $6.90 | $4.80 | $4.50 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities (Details) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Trade accounts payable | $22,108 | $34,488 |
Accounts payable to sellers | 40,105 | 36,073 |
Buyer deposits and prepayments | 28,117 | 25,384 |
Accrued compensation and benefits | 25,721 | 21,978 |
Accrued insurance | 5,703 | 6,048 |
Other accrued liabilities | 30,402 | 12,677 |
Total accounts payable and accrued expenses | $152,156 | $136,648 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Jul. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2015 | $75,000 |
2016 | 218,750 |
Total future Term Long payments | $293,750 |
LongTerm_Debt_Details_Textuals
Long-Term Debt (Details Textuals) (USD $) | 0 Months Ended | 12 Months Ended | ||||||||||
In Millions, unless otherwise specified | Mar. 01, 2013 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Sep. 29, 2011 | Jul. 31, 2014 | Sep. 29, 2011 | Jan. 14, 2011 |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Alternative currency borrowing credit facility [Member] | Letter of Credit [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Original Limit | Original Limit | Original Limit | |||
Minimum [Member] | Maximum [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrwing capacity | ' | ' | $100 | ' | ' | $100 | $50 | ' | $500 | $400 | $400 | $400 |
Outstanding borrowings | ' | ' | ' | ' | ' | ' | 17.4 | 293.8 | ' | ' | ' | ' |
Quarterly payments for term loan | ' | ' | ' | ' | ' | ' | ' | $18.80 | ' | ' | ' | ' |
Reference rate basis | ' | '(i) the Eurocurrency Rate; (ii) the Federal Funds Rate; or (iii) the Prime Rate as described in the Credit Facility. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate | ' | 0.16% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable interest rate added to reference rate in order to compute variable interest rate | ' | 1.50% | ' | 1.50% | 2.00% | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | 14-Dec-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee percentage | ' | ' | ' | 0.08% | 0.13% | ' | ' | ' | ' | ' | ' | ' |
Net leverage ratio | '1:1 to 1.5:1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, interest rate description | ' | 'A default interest rate applies on all obligations during an event of default under the credit facility at a rate per annum equal to 2.0% above the otherwise applicable interest rate. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives_and_Hedging_Detail
Derivatives and Hedging (Details Textuals) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 |
Derivative | ||
Derivative [Line Items] | ' | ' |
Number of interest rate derivatives held | 2 | ' |
Interest Rate Swap [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Number of interest rate derivatives held | 2 | ' |
Derivative, type of instrument | 'Interest rate swaps | ' |
Amount reclassified into earnings | $2.20 | $2.50 |
Description of interest rate cash flow hedge accounting method | 'Hypothetical derivative method | ' |
Amortization on notional amount per quarter through September 30, 2015 | 18.8 | ' |
Amortization on notional amount on December 14, 2015 | 200 | ' |
Derivative, description of variable rate basis | 'One month LIBOR rate | ' |
Interest Rate Swap [Member] | Level II [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative designated as cash flow hedge, Fair value | 1.7 | 2.7 |
Interest Rate Swap [Member] | Cash flow hedging [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Notional amount of interest rate swap | 293.8 | ' |
First interest rate swap [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Portion of notional amount at fixed interest rate | 237.5 | ' |
Derivative, fixed interest rate | 85.00% | ' |
Second interest rate swap [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Portion of notional amount at fixed interest rate | $56.30 | ' |
Derivative, fixed interest rate | 69.00% | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 | Apr. 30, 2012 | Jan. 31, 2012 | Oct. 31, 2011 | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | ' | ' | ' | ' | ' | |||||
Options Exercised | 14,000 | 73,228 | 322,520 | 20,000 | 40,000 | |||||
Exercise Price | $16.43 | $8.89 | $10.74 | $9 | $9 | |||||
Shares Net Settled for Exercise | 7,241 | 18,127 | 131,299 | 7,506 | 16,082 | |||||
Shares Withheld for Taxes | 2,519 | [1] | 17,461 | [1] | 85,683 | [1] | 4,584 | [1] | 8,974 | [1] |
Net Shares to Employee | 4,240 | 37,640 | 105,538 | 7,910 | 14,944 | |||||
Share Price for Withholding | $31.77 | $35.91 | $26.38 | $23.98 | $22.39 | |||||
Tax Withholding (in 000's) | $80 | $627 | $2,260 | $110 | $201 | |||||
[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. |
Stockholders_Equity_Details_1
Stockholder's Equity (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based payment compensation expense | $22,099 | $19,557 | $21,791 |
General and administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based payment compensation expense | 19,489 | 17,238 | 18,802 |
Yard Operations [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based payment compensation expense | $2,610 | $2,319 | $2,989 |
Stockholders_Equity_Details_2
Stockholder's Equity (Details 2) (Stock Options [Member], USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Stock Options [Member] | ' | ' | ' |
Number Of Shares [Roll Forward] | ' | ' | ' |
Non-vested shares at July 31, 2013 | 3,396 | ' | ' |
Grants of non-vested shares | 4,986 | ' | ' |
Vested | -2,186 | ' | ' |
Forfeitures or expirations (in shares) | -275 | ' | ' |
Non-vested shares at July 31, 2014 | 5,921 | 3,396 | ' |
Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Non-vested shares at July 31, 2013 | $6.55 | $6.59 | ' |
Grants of non-vested shares | $11.10 | $7.87 | $6.01 |
Vested | $6.78 | ' | ' |
Forfeitures or expirations | $7.05 | ' | ' |
Non-vested shares at July 31, 2014 | $10.39 | $6.55 | $6.59 |
Stockholders_Equity_Details_3
Stockholder's Equity (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2013 | Apr. 30, 2012 | Jan. 31, 2012 | Oct. 31, 2011 | Jul. 31, 2014 |
Stock Options [Member] | ||||||
Number Of Options [Roll Forward] | ' | ' | ' | ' | ' | ' |
Outstanding at July 31, 2013 (in shares) | ' | ' | ' | ' | ' | 14,922 |
Grants of options (in shares) | ' | ' | ' | ' | ' | 4,986 |
Exercise of stock options, net of repurchased shares (in shares) | 14,000 | 73,228 | 322,520 | 20,000 | 40,000 | -551 |
Forfeitures or expirations (in shares) | ' | ' | ' | ' | ' | -275 |
Outstanding at July 31, 2014 (in shares) | ' | ' | ' | ' | ' | 19,082 |
Exercisable at July 31, 2014 (in shares) | ' | ' | ' | ' | ' | 13,161 |
Vested and expected to vest at July 31, 2014 (in shares) | ' | ' | ' | ' | ' | 18,522 |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' | ' |
Outstanding at July 31, 2013 (in dollars per share) | ' | ' | ' | ' | ' | $16.75 |
Grants of options (in dollars per share) | ' | ' | ' | ' | ' | $35.75 |
Exercises (in dollars per share) | $16.43 | $8.89 | $10.74 | $9 | $9 | $17.10 |
Forfeitures or expirations (in dollars per share) | ' | ' | ' | ' | ' | $21.73 |
Outstanding at July 31, 2014 (in dollars per share) | ' | ' | ' | ' | ' | $21.64 |
Exercisable at July 31, 2014 (in dollars per share) | ' | ' | ' | ' | ' | $16.33 |
Vested and expected to vest at July 31, 2014 (in dollars per share) | ' | ' | ' | ' | ' | $21.58 |
Weighted-Average Remaining Contractual Term [Roll Forward] | ' | ' | ' | ' | ' | ' |
Outstanding at July 31, 2013 | ' | ' | ' | ' | ' | '5 years 10 months 28 days |
Exercisable at July 31, 2014 | ' | ' | ' | ' | ' | '4 years 8 months 1 day |
Vested and expected to vest at July 31, 2014 | ' | ' | ' | ' | ' | '6 years 1 month 6 days |
Outstanding at July 31, 2014 | ' | ' | ' | ' | ' | '6 years 4 days |
Aggregate Intrinsic Value [Roll Forward] | ' | ' | ' | ' | ' | ' |
Outstanding at July 31, 2013 | ' | ' | ' | ' | ' | $235,086 |
Outstanding at July 31, 2014 | ' | ' | ' | ' | ' | 235,734 |
Exercisable at July 31, 2014 | ' | ' | ' | ' | ' | 224,434 |
Vested and expected to vest at July 31, 2014 | ' | ' | ' | ' | ' | $218,576 |
Stockholders_Equity_Details_4
Stockholder's Equity (Details 4) (Stock Options [Member], USD $) | 12 Months Ended |
Jul. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number Outstanding at July 31, 2013 | 19,082 |
Weighted-Average Remaining Contractual Life | '6 years 4 days |
Weighted- Average Exercise Price, Options Outstanding | $21.64 |
Number Exercisable at July 31, 2013 | 13,161 |
Weighted-Average Exercise Price, Options Exercisable | $16.33 |
Excercise price $9.29-$14.88 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $9.29 |
Range of Exercise Prices, Upper Limit | $14.88 |
Number Outstanding at July 31, 2013 | 550 |
Weighted-Average Remaining Contractual Life | '2 years 3 months 26 days |
Weighted- Average Exercise Price, Options Outstanding | $12.63 |
Number Exercisable at July 31, 2013 | 550 |
Weighted-Average Exercise Price, Options Exercisable | $12.63 |
Excercise price $15.11-$15.11 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $15.11 |
Range of Exercise Prices, Upper Limit | $15.11 |
Number Outstanding at July 31, 2013 | 8,000 |
Weighted-Average Remaining Contractual Life | '4 years 8 months 12 days |
Weighted- Average Exercise Price, Options Outstanding | $15.11 |
Number Exercisable at July 31, 2013 | 8,000 |
Weighted-Average Exercise Price, Options Exercisable | $15.11 |
Excercise price $16.38-$22.47 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $16.38 |
Range of Exercise Prices, Upper Limit | $22.47 |
Number Outstanding at July 31, 2013 | 4,882 |
Weighted-Average Remaining Contractual Life | '4 years 10 months 21 days |
Weighted- Average Exercise Price, Options Outstanding | $18.46 |
Number Exercisable at July 31, 2013 | 4,209 |
Weighted-Average Exercise Price, Options Exercisable | $18.24 |
Excercise price $22.47-$36.82 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Limit | $22.47 |
Range of Exercise Prices, Upper Limit | $36.82 |
Number Outstanding at July 31, 2013 | 5,650 |
Weighted-Average Remaining Contractual Life | '9 years 2 months 12 days |
Weighted- Average Exercise Price, Options Outstanding | $34.52 |
Number Exercisable at July 31, 2013 | 402 |
Weighted-Average Exercise Price, Options Exercisable | $25.69 |
Stockholders_Equity_Details_Te
Stockholder's Equity (Details Textuals) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ' | ' |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares outstanding | 126,143,366 | 125,494,995 |
Common stock, shares issued | 126,143,366 | 125,494,995 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | ' | ' |
Common stock, reserved for issuance of stock options | 23,472,855 | 16,606,389 |
Employee Stock Purchase Plan (ESPP) [Member] | ' | ' |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ' | ' |
Common stock, reserved for issuance of stock options | 1,158,921 | 1,240,888 |
Stockholders_Equity_Details_Te1
Stockholder's Equity (Details Textuals 1) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Sep. 22, 2011 | Jan. 14, 2011 |
Stock Repurchase [Abstract] | ' | ' | ' | ' | ' |
Additional common stock authorized for repurchase (in shares) | ' | ' | ' | 40,000,000 | ' |
Common stock authorized for repurchase (in shares) | ' | ' | ' | 98,000,000 | ' |
Company repurchased common stock (in shares) | ' | 500,000 | 8,880,708 | ' | ' |
Company repurchased common stock | ' | $13.90 | $200 | ' | ' |
Stock repurchase price per share (in dollars per share) | ' | $27.77 | $22.51 | ' | ' |
Number of shares repurchased under the program | 50,286,782 | ' | ' | ' | ' |
Number of shares available for repurchase under Stock Repurchase Program | 47,713,218 | ' | ' | ' | ' |
Purchase of common shares from tender offer | ' | ' | ' | ' | 21,052,630 |
Tender price to purchase common shares | ' | ' | ' | ' | $19 |
Number of shares accepted for purchase under tender offer | ' | ' | ' | ' | 24,344,176 |
Additional purchase of common shares from tender offer | ' | ' | ' | ' | 3,291,546 |
Threshold limit for purchase of company's additional shares | ' | ' | ' | ' | 2.00% |
Dilutive earnings per share, Impact of repurchase shares on the weighted average common shares outstanding (in dollars per share) | $0.01 | ' | ' | ' | ' |
Remittance to taxing authorities under statutory withholding in fiscal year 2013, 2012 and 2011 | $0.10 | $0.60 | $2.60 | ' | ' |
Stockholders_Equity_Details_Te2
Stockholder's Equity (Details Textuals 2) (USD $) | 12 Months Ended | 1 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2007 | |
Employee Stock Purchase Plan (ESPP) [Member] | Employee Stock Purchase Plan (ESPP) [Member] | Employee Stock Purchase Plan (ESPP) [Member] | 2007 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Common stock authorized to purchase | 5,000,000 | ' | ' | 8,000,000 |
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 15.00% | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, maximum employee contribution permitted value | $25,000 | ' | ' | ' |
Number of shares of common stock issued pursuant to the ESPP | 81,967 | 84,761 | 97,769 | ' |
Common stock have been issued pursuant to the ESPP | 3,841,079 | ' | ' | ' |
Shares were available for future grant under the Plan (in shares) | 1,158,921 | ' | ' | 4,390,767 |
Share-based compensation arrangement by share-based payment award, award requisite service period | ' | ' | ' | '5 years |
Maximum vesting term for incentive and non-qualified stock options determined by board of directors | ' | ' | ' | '10 years |
Maximum percentage of salary withheld for employee contribution | 'up to 10 percent | ' | ' | ' |
Compensation contribution limit in percentage | 'may not exceed 15 | ' | ' | ' |
Stockholders_Equity_Details_Te3
Stockholder's Equity (Details Textuals 3) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2009 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Oct. 31, 2013 | Apr. 30, 2009 | Apr. 30, 2009 | Oct. 31, 2013 | Oct. 31, 2013 |
April 2009 Grants [Member] | April 2009 Grants [Member] | April 2009 Grants [Member] | April 2009 Grants [Member] | October 2013 Grants [Member] | Willis J. Johnson [Member] | A. Jayson Adair [Member] | A. Jayson Adair [Member] | Vincent W. Mitz [Member] | |
April 2009 Grants [Member] | April 2009 Grants [Member] | October 2013 Grants [Member] | October 2013 Grants [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonqualified stock options to purchase Of Shares | ' | ' | ' | ' | ' | 4,000,000 | 4,000,000 | 2,000,000 | 1,500,000 |
Nonqualified stock options to purchase Of Shares Exercise Price | $15.11 | ' | ' | ' | $35.62 | ' | ' | ' | ' |
Deferred compensation arrangement with individual - requisite service period | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' |
Deferred compensation arrangement with individual - maximum contractual term | 'Each option became fully vested due to continued service on April 14, 2014, the fifth anniversary of the date of grant. | ' | ' | ' | 'Each option will become fully vested, assuming continued service, on April 15, 2019 and December 16, 2018, respectively. | ' | ' | ' | ' |
Term for not granting cash salary or bonus compensation in excess of $ 1.00 per year | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' |
Percentage of total aggregate options vested on April 14, 2010 | 20.00% | ' | ' | ' | 20.00% | ' | ' | ' | ' |
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% | ' | ' | ' | ' |
Total compensation expense to be recognized per grant | $26.10 | ' | ' | ' | $40 | ' | ' | ' | ' |
Recognized compensation expense | ' | $7.20 | $10.20 | $10.20 | $4.70 | ' | ' | ' | ' |
Fair value of each option of grant | ' | ' | ' | ' | $11.43 | ' | ' | ' | ' |
Stockholders_Equity_Details_Te4
Stockholder's Equity (Details Textuals 4) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Stockholders' Equity [Abstract] | ' | ' | ' |
Aggregate intrinsic value of options exercised | $10.50 | $25.40 | $16.60 |
Unrecongnized total compensation cost related to non-vested stock-based awards | 52.3 | ' | ' |
Amortized cost on a straight-line basis over a weighted average term | '1 year 7 months 13 days | ' | ' |
Fair value of options vested | $15 | $22.90 | $20.90 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | ||||||||
Income From Continuing Operations Before Taxes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
US | ' | ' | ' | ' | ' | ' | ' | ' | $218,450 | $236,118 | $237,596 | ||||||||
Non-U.S. | ' | ' | ' | ' | ' | ' | ' | ' | 51,585 | 40,754 | 40,460 | ||||||||
Income before income taxes | $73,884 | [1] | $61,318 | [1] | $70,588 | [1] | $64,245 | [1] | $62,162 | [1] | $82,005 | [1] | $61,117 | [1] | $71,588 | [1] | $270,035 | $276,872 | $278,056 |
[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. |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Federal: | ' | ' | ' |
Current | $90,207 | $87,484 | $102,152 |
Deferred | -9,589 | -1,073 | -14,557 |
Federal Income Tax Expense (Benefit), Continuing Operations | 80,618 | 86,411 | 87,595 |
State: | ' | ' | ' |
Current | 1,912 | 3,871 | 3,332 |
Deferred | -279 | 66 | -461 |
State and Local Income Tax Expense (Benefit), Continuing Operations | 1,633 | 3,937 | 2,871 |
Foreign: | ' | ' | ' |
Current | 10,077 | 9,090 | 8,460 |
Deferred | -980 | -2,591 | -2,989 |
Foreign Income Tax Expense (Benefit), Continuing Operations | 9,097 | 6,499 | 5,471 |
Income tax expense (benefit), total | $91,348 | $96,847 | $95,937 |
Income_Taxes_Details_2
Income Taxes (Details 2) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
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 | 1.10% | 1.10% | 1.20% |
Foreign | -2.10% | -1.80% | -1.90% |
Compensation and fringe benefits | 0.10% | 0.10% | ' |
Other differences | -0.30% | 0.60% | 0.20% |
Effective tax rate | 33.80% | 35.00% | 34.50% |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Allowance for doubtful accounts | $1,209 | $1,109 |
Accrued compensation and benefits | 36,780 | 29,909 |
State taxes | 416 | 438 |
Accrued other | 2,962 | 3,376 |
Deferred revenue | 1,301 | 675 |
Property and equipment | 18,627 | 11,651 |
Losses carried forward | 4,312 | 4,494 |
Federal tax benefit | 10,457 | 7,897 |
Total gross deferred tax assets | 76,064 | 59,549 |
Less valuation allowance | -2,210 | -1,597 |
Net deferred tax assets | 73,854 | 57,952 |
Deferred tax liabilities: | ' | ' |
Vehicle pooling costs | -7,420 | -6,814 |
Prepaid insurance | -1,950 | -1,039 |
Intangibles and goodwill | -33,332 | -25,757 |
Workers compensation | ' | -81 |
Total gross deferred tax liabilities | -42,702 | -33,691 |
Net deferred tax asset | $31,152 | $24,261 |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | ' | ' |
Net deferred tax asset | $31,152 | $24,261 |
North America [Member] | ' | ' |
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | ' | ' |
North America current liabilities | 1,803 | 2,216 |
North America non-current assets | 36,639 | 29,928 |
Foreign [Member] | ' | ' |
Schedule Of Deferred Tax Assets (Liabilities) [Line Items] | ' | ' |
Foreign non-current liabilities | ($7,290) | ($7,883) |
Income_Taxes_Details_5
Income Taxes (Details 5) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Balance as of August 1 | $17,178 | $16,946 | $18,794 |
Increases related to current year tax positions | 1,805 | 1,844 | 2,036 |
Prior year tax positions: | ' | ' | ' |
Prior year increase | 2,997 | 1,474 | 618 |
Prior year decrease | -523 | ' | -952 |
Cash settlement | ' | ' | -452 |
Lapse of statute of limitations | -3,038 | -3,086 | -3,098 |
Balance at July 31 | $18,419 | $17,178 | $16,946 |
Income_Taxes_Details_Textuals
Income Taxes (Details Textuals) (USD $) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Valuation allowance | $2,210,000 | $1,597,000 | ' |
Unrecognized tax benefits that would impact effective tax rate | 18,400,000 | 17,200,000 | ' |
Interest and penalties related to income tax | 5,400,000 | 5,900,000 | 5,600,000 |
Recognized tax benefit | 2,500,000 | 6,100,000 | 4,400,000 |
Retained earnings, undistributed earnings from equity method investees | $114,000,000 | ' | ' |
Net_Income_Per_Share_Details
Net Income Per Share (Details) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Weighted average common shares outstanding | 125,693 | 124,912 | 128,120 |
Effect of dilutive securities - stock options | 5,537 | 4,869 | 3,308 |
Weighted average common and dilutive potential common shares outstanding | 131,230 | 129,781 | 131,428 |
Net_Income_Per_Share_Details_T
Net Income Per Share (Details Textuals) | 12 Months Ended | ||
Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Stock options excluded from the calculation of dilutive earnings per share | 3,684,735 | 298,408 | 2,208,047 |
Segments_and_Other_Geographic_2
Segments and Other Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | $287,450 | [1] | $309,722 | [1] | $286,434 | [1] | $279,883 | [1] | $263,697 | [1] | $277,638 | [1] | $266,185 | [1] | $238,866 | [1] | $1,163,489 | $1,046,386 | $924,191 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 24,244 | 11,170 | ' | ||||||||
International [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 269,915 | 228,945 | 199,322 | ||||||||
Operating segments [Member] | North America [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 904,000 | 826,030 | 731,495 | ||||||||
Operating segments [Member] | United Kingdom [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $235,245 | $209,186 | $192,696 | ||||||||
[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. |
Segments_and_Other_Geographic_3
Segments and Other Geographic Information (Details 1) (USD $) | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' |
Total long-lived assets | $748,770 | $712,743 | $606,070 |
Other [Member] | ' | ' | ' |
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' |
Total long-lived assets | 57,743 | 44,219 | ' |
International [Member] | ' | ' | ' |
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' |
Total long-lived assets | 204,076 | 151,179 | 95,704 |
Operating segments [Member] | North America [Member] | ' | ' | ' |
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' |
Total long-lived assets | 551,182 | 565,590 | 514,527 |
Operating segments [Member] | United Kingdom [Member] | ' | ' | ' |
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ' | ' |
Total long-lived assets | $139,845 | $102,934 | $91,543 |
Segments_and_Other_Geographic_4
Segments and Other Geographic Information (Details Textuals) | 12 Months Ended |
Jul. 31, 2014 | |
Segment | |
Segment Reporting Disclosure [Abstract] | ' |
Number of operating segments | 2 |
Number of reportable segment | 1 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jul. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
2015 | $23,357 |
2016 | 20,718 |
2017 | 18,334 |
2018 | 16,050 |
2019 | 12,685 |
Thereafter | 76,190 |
Subtotal | 167,334 |
Less Amount Representing Interest | ' |
Total | 167,334 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
2015 | 1,407 |
2016 | 1,312 |
2017 | 37 |
2018 | 3 |
2019 | ' |
Thereafter | ' |
Subtotal | 2,759 |
Less Amount Representing Interest | -92 |
Total | $2,667 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textuals) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Major Operating and Capital Expenses [Abstract] | ' | ' | ' |
Notice of proposed assessment for uncollected sales tax including interest and penalties | $73.80 | ' | ' |
Letter Of Credit [Member] | ' | ' | ' |
Major Operating and Capital Expenses [Abstract] | ' | ' | ' |
Outstanding borrowings | 17.4 | ' | ' |
Facilities Rental Expense [Member] | ' | ' | ' |
Major Operating and Capital Expenses [Abstract] | ' | ' | ' |
Rental expense | 26.4 | 20.6 | 16.2 |
Yard Operations Equipment Rental Expense [Member] | ' | ' | ' |
Major Operating and Capital Expenses [Abstract] | ' | ' | ' |
Rental expense | $3 | $2.80 | $2.70 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jun. 28, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Sep. 27, 2012 | |
Board of Directors and Officers [Member] | Board of Directors and Officers [Member] | Willis J. Johnson [Member] | Executives [Member] | Executives [Member] | Executives [Member] | Thomas W. Smith [Member] | |||
Derivative | Derivative | Derivative | |||||||
Related Party Transactions, By Related Party [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental payments | ' | ' | $1,400,000 | $400,000 | ' | ' | ' | ' | ' |
Acquired common stock, value | ($13,885,000) | ($199,896,000) | ' | ' | $65,000,000 | ' | ' | ' | $13,900,000 |
Acquired common stock, shares | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | 500,000 |
Acquired Common stock, Price Per Shares (in dollars per share) | ' | ' | ' | ' | $23.22 | ' | ' | ' | $27.77 |
Related party transaction number of houses purchased | ' | ' | ' | ' | ' | ' | ' | 3 | ' |
Related party transaction number of property purchased | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Number of assets held for sale | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Employee_Benefit_Plan_Details_
Employee Benefit Plan (Details Textuals) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
United States Defined Contribution Plan [Member] | ' | ' | ' |
Defined Contribution Plans [Line Items] | ' | ' | ' |
Recognized deferred compensation expenses | $0.80 | $0.50 | $0.50 |
Defined contribution plan, contributions by employer, percentage | 20.00% | ' | ' |
Maximum employer contribution on employees salary deferral | 15.00% | ' | ' |
United Kingdom Based Defined Contribution Plans [Member] | ' | ' | ' |
Defined Contribution Plans [Line Items] | ' | ' | ' |
Recognized deferred compensation expenses | $0.60 | $0.20 | $0.20 |
Defined contribution plan, contributions by employer, percentage | 5.00% | ' | ' |
Restructuring_Details
Restructuring (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
General and administrative expense | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | $5,089 | $1,737 | $2,209 |
Yard operations [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | -28 | 189 | 1,868 |
Severance [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | 4,598 | 978 | ' |
Severance [Member] | General and administrative expense | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | 4,598 | 978 | 1,675 |
Relocation [Member] | General and administrative expense | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | 491 | 759 | 534 |
Relocation [Member] | Yard operations [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | -28 | 189 | 745 |
Impairment [Member] | Yard operations [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring-related costs | ' | ' | $1,123 |
Restructuring_Details_1
Restructuring (Details 1) (Severance [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2011 |
Severance [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Beginning Balance | $2,224 | $1,800 | $1,051 |
Expense | 4,598 | 978 | ' |
Payments | -4,924 | -554 | ' |
Ending Balance | $1,898 | $2,224 | $1,051 |
Restructuring_Detail_Textuals
Restructuring (Detail Textuals) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jul. 31, 2014 | Jul. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Additional depreciation expense | $2.80 | $7 |
Data Centers [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Average useful lives of data center | '60 months | ' |
Revised average useful lives of data center | '45 months | ' |
Quarterly_Information_Unaudite
Quarterly Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | ||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total revenue | $287,450 | [1] | $309,722 | [1] | $286,434 | [1] | $279,883 | [1] | $263,697 | [1] | $277,638 | [1] | $266,185 | [1] | $238,866 | [1] | $1,163,489 | $1,046,386 | $924,191 |
Operating income | 75,858 | [1] | 62,633 | [1] | 71,484 | [1] | 64,959 | [1] | 63,052 | [1] | 82,813 | [1] | 62,770 | [1] | 74,357 | [1] | 274,934 | 282,992 | 286,353 |
Gross Margin | 116,939 | [1] | 132,252 | [1] | 111,546 | [1] | 107,836 | [1] | 103,072 | [1] | 115,597 | [1] | 96,817 | [1] | 105,436 | [1] | ' | ' | ' |
Income before income taxes | 73,884 | [1] | 61,318 | [1] | 70,588 | [1] | 64,245 | [1] | 62,162 | [1] | 82,005 | [1] | 61,117 | [1] | 71,588 | [1] | 270,035 | 276,872 | 278,056 |
Net income | $51,043 | [1] | $40,877 | [1] | $45,345 | [1] | $41,422 | [1] | $41,304 | [1] | $53,236 | [1] | $39,640 | [1] | $45,845 | [1] | $178,687 | $180,025 | $182,119 |
Basic net income per share | $0.41 | [1] | $0.32 | [1] | $0.36 | [1] | $0.33 | [1] | $0.33 | [1] | $0.42 | [1] | $0.32 | [1] | $0.37 | [1] | $1.42 | $1.44 | $1.42 |
Diluted net income per share | $0.39 | [1] | $0.31 | [1] | $0.35 | [1] | $0.32 | [1] | $0.32 | [1] | $0.41 | [1] | $0.31 | [1] | $0.36 | [1] | $1.36 | $1.39 | $1.39 |
[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. |