Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jan. 31, 2015 | Mar. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COPART INC | |
Entity Central Index Key | 900075 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2015 | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 126,439,552 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $590,366 | $158,668 |
Accounts receivable, net | 235,477 | 196,985 |
Vehicle pooling costs | 26,091 | 24,438 |
Inventories | 8,015 | 7,259 |
Income taxes receivable | 7,803 | 2,288 |
Deferred income taxes | 2,769 | 1,803 |
Prepaid expenses and other assets | 17,904 | 20,850 |
Total current assets | 888,425 | 412,291 |
Property and equipment, net | 688,244 | 692,383 |
Intangibles, net | 21,425 | 25,242 |
Goodwill | 270,492 | 283,780 |
Deferred income taxes | 37,524 | 36,721 |
Other assets | 45,961 | 56,387 |
Total assets | 1,952,071 | 1,506,804 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 148,180 | 152,156 |
Deferred revenue | 4,515 | 4,170 |
Income taxes payable | 5,858 | 8,284 |
Current portion of long-term debt and capital lease obligations | 76,171 | 79,674 |
Total current liabilities | 234,724 | 244,284 |
Deferred income taxes | 6,324 | 7,372 |
Income taxes payable | 25,499 | 23,771 |
Long-term debt and capital lease obligations, net of discount | 608,236 | 223,227 |
Other liabilities | 4,051 | 4,651 |
Total liabilities | 878,834 | 503,305 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock: $0.0001 par value - 5,000,000 shares authorized; none issued | ||
Common stock: $0.0001 par value - 180,000,000 shares authorized; 126,426,736 and 126,143,366 shares issued and oustanding, respectively. | 13 | 13 |
Additional paid-in capital | 416,958 | 404,542 |
Accumulated other comprehensive loss | -66,525 | -20,060 |
Retained earnings | 722,791 | 619,004 |
Total stockholders' equity | 1,073,237 | 1,003,499 |
Total liabilities and stockholders' equity | $1,952,071 | $1,506,804 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Common stock par value | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 126,426,736 | 126,143,366 |
Common stock, shares outstanding | 126,426,736 | 126,143,366 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Service revenues and vehicle sales: | ||||
Service revenues | $238,508 | $235,732 | $485,128 | $462,095 |
Vehicle sales | 37,750 | 50,702 | 81,516 | 104,222 |
Total service revenues and vehicle sales | 276,258 | 286,434 | 566,644 | 566,317 |
Operating expenses: | ||||
Yard operations | 129,273 | 131,246 | 260,278 | 257,202 |
Cost of vehicle sales | 32,118 | 43,642 | 69,191 | 89,733 |
General and administrative | 34,399 | 40,062 | 74,306 | 82,939 |
Total operating expenses | 195,790 | 214,950 | 403,775 | 429,874 |
Operating income | 80,468 | 71,484 | 162,869 | 136,443 |
Other (expense) income: | ||||
Interest expense | -4,688 | -2,209 | -6,598 | -4,495 |
Interest income | 183 | 143 | 322 | 292 |
Other income, net | 4,141 | 1,170 | 5,734 | 2,593 |
Total other expense | -364 | -896 | -542 | -1,610 |
Income before income taxes | 80,104 | 70,588 | 162,327 | 134,833 |
Income taxes | 27,911 | 25,243 | 57,519 | 48,066 |
Net income | $52,193 | $45,345 | $104,808 | $86,767 |
Basic net income per common share | $0.41 | $0.36 | $0.83 | $0.69 |
Weighted average common shares outstanding | 126,300 | 125,564 | 126,258 | 125,512 |
Diluted net income per common share | $0.40 | $0.35 | $0.80 | $0.66 |
Diluted weighted average common shares outstanding | 131,872 | 131,101 | 131,694 | 130,904 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | ||||
Statement Of Other Comprehensive Income [Abstract] | ||||||||
Net income | $52,193 | $45,345 | $104,808 | $86,767 | ||||
Other comprehensive income: | ||||||||
Unrealized gain on interest rate swaps, net (a) | 545 | [1] | 591 | [1] | 949 | [1] | 892 | [1] |
Reclassification adjustment of interest rate swaps, net (b) | -294 | [2] | -366 | [2] | -606 | [2] | -744 | [2] |
Foreign currency translation adjustments | -22,840 | 737 | -46,808 | 15,295 | ||||
Total comprehensive income | $29,604 | $46,307 | $58,343 | $102,210 | ||||
[1] | Net of tax effect of $(298) and $(331) for the three months ended January 31, 2015 and 2014, respectively. Net of tax effect of $(526) and $(495) for the six months ended January 31, 2015 and 2014, respectively. | |||||||
[2] | Net of tax effect of $157 and $204 for the three months ended January 31, 2015 and 2014, respectively. Net of tax effect of $332 and $412 for the six months ended January 31, 2015 and 2014, respectively. |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Statement Of Other Comprehensive Income [Abstract] | ||||
Tax effects on unrealized gain on interest rate swaps | ($298) | ($331) | ($526) | ($495) |
Tax effects on reclassification adjustment of interest rate swaps to net income | $157 | $204 | $332 | $412 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Cash flows from operating activities: | ||
Net Income | $104,808 | $86,767 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 25,367 | 27,580 |
Allowance for doubtful accounts | -242 | 884 |
Stock-based payment compensation | 8,870 | 10,639 |
Excess tax benefit from stock-based payment compensation | -534 | -1,171 |
Gain on sale of property and equipment | -457 | -1,743 |
Deferred income taxes | -2,317 | -5,982 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | -40,908 | -38,928 |
Vehicle pooling costs | -2,125 | -3,034 |
Inventories | -1,226 | 1,316 |
Prepaid expenses and other current assets | 1,747 | -4,266 |
Other assets | 5,368 | -12,602 |
Accounts payable and accrued liabilities | -4,173 | 7,724 |
Deferred revenue | 351 | 347 |
Income taxes receivable | -4,938 | 4,799 |
Income taxes payable | 103 | 1,494 |
Other liabilities | -811 | 1,967 |
Net cash provided by operating activities | 88,883 | 75,791 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -39,459 | -51,768 |
Proceeds from sale of property and equipment | 525 | 2,082 |
Proceeds from sale of assets held for sale | 217 | 494 |
Purchases of assets and liabilities in connection with acquisition, net of cash acquired | -14,228 | |
Net cash used in investing activities | -38,717 | -63,420 |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 2,303 | 4,550 |
Excess tax benefit from stock-based payment compensation | 534 | 1,171 |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 1,495 | 1,115 |
Repurchases of common stock | -1,121 | -80 |
Change in bank overdraft | 743 | |
Proceeds from the issuance of long-term debt, net of discount | 698,939 | |
Debt offering costs | -955 | |
Principal payments on long-term debt | -312,500 | -37,500 |
Net cash provided by (used in) financing activities | 388,695 | -30,001 |
Effect of foreign currency translation | -7,163 | 198 |
Net increase in cash and cash equivalents | 431,698 | -17,432 |
Cash and cash equivalents at beginning of period | 158,668 | 63,631 |
Cash and cash equivalents at end of period | 590,366 | 46,199 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,788 | 4,495 |
Income taxes paid, net of refunds | $64,432 | $47,891 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||
Description of Business and Summary of Significant Accounting Policies | NOTE 1 – Description of Business and Summary of Significant Accounting Policies | ||||
Description of Business | |||||
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. | |||||
Principles of Consolidation | |||||
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. Intercompany transactions and balances have been eliminated in consolidation. | |||||
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature, considered necessary for fair presentation of its financial position as of January 31, 2015 and July 31, 2014, its consolidated statements of income and comprehensive income for the three and six months ended January 31, 2015 and 2014, and its cash flows for the six months ended January 31, 2015 and 2014. Interim results for the six months ended January 31, 2015 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2015. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Certain prior year amounts have been reclassified to conform to current year presentation. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, but are not limited to, vehicle pooling costs; self-insured reserves; allowance for doubtful accounts; income taxes; revenue recognition; stock-based payment compensation; purchase price allocations; long-lived asset and goodwill impairment calculations, and contingencies. Actual results could differ from these estimates. | |||||
Revenue Recognition | |||||
The Company provides a portfolio of services to its sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use the Company’s Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. The Company evaluates multiple-element arrangements relative to its member and seller agreements. | |||||
The services provided to the seller of a vehicle involve disposing of a vehicle on the seller’s behalf and, under most of the Company’s current 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. 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 arrangements including multiple deliverables. Significant inputs in the Company’s estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services. | |||||
Vehicle Pooling Costs | |||||
The Company defers in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by the Company, but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are certain facility costs, labor, transportation, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in subsequent periods on an average cost basis. Given the fixed cost nature of the Company’s business, there are no direct correlations for increases in expenses or units processed on vehicle pooling costs. | |||||
The Company applies the provisions of accounting guidance for subsequent measurement of inventory to 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. | |||||
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, 2013 | $ | (45,420 | ) | ||
Gain on foreign currency translation | 26,428 | ||||
Cumulative loss on foreign currency translation as of July 31, 2014 | $ | (18,992 | ) | ||
Loss on foreign currency translation | (46,808 | ) | |||
Cumulative loss on foreign currency translation as of January 31, 2015 | $ | (65,800 | ) | ||
Income Taxes and Deferred Tax Assets | |||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax basis, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||
In accordance with the provisions of ASC 740, Income Taxes, a two-step approach is applied to the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on its consolidated statements of income. | |||||
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 January 31, 2015 and July 31, 2014, 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 3 - 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 interest rate debt, and the swaps are designated as effective cash flow hedges under ASC 815, Derivatives and Hedging. See Note 4 - 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. | |||||
Capitalized Software Costs | |||||
The Company capitalizes system and website development costs related to enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that impact the recoverability of these assets. | |||||
Total gross capitalized software as of January 31, 2015 and July 31, 2014 was $60.4 million and $61.7 million, respectively. Accumulated amortization expense related to software as of January 31, 2015 and July 31, 2014 totaled $39.9 million and $38.6 million, respectively. | |||||
Accounting for 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. | |||||
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jan. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | NOTE 2 – 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. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended |
Jan. 31, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 3 – Long-Term Debt |
Credit Facility | |
On December 14, 2010, the Company entered into an Amended and Restated Credit Facility Agreement (Credit Facility), with Bank of America, N.A. 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 and (ii) a term loan facility of $400.0 million. On September, 29, 2011, the Company amended the Credit Facility increasing the amount of the term loan facility from $400.0 million to $500.0 million. | |
Credit Agreement | |
On December 3, 2014, the Company entered into a Credit Agreement, with Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., as syndication agent, which superseded the Credit Facility. The Credit Agreement provides for (a) a secured revolving loan facility in an aggregate principal amount of up to $300.0 million, none of which was drawn at closing or at January 31, 2015 (Revolving Loan Facility), and (b) a secured term loan facility in an aggregate principal amount of $300.0 million (Term Loan), which was fully drawn at closing. Proceeds from the Credit Agreement were used to repay all outstanding amounts under the Credit Facility totaling $275.0 million at December 3, 2014. The remaining proceeds will be used for general corporate purposes. The Revolving Loan Facility and the Term Loan facility mature on December 3, 2019. | |
The Term Loan, which as of January 31, 2015, had $281.3 million outstanding, amortizes $18.8 million each quarter beginning December 31, 2014 through December 31, 2015, then amortizes $7.5 million each quarter, with all outstanding borrowings due on December 3, 2019. All amounts borrowed under the Term Loan may be prepaid without premium or penalty. | |
The revolving and term loans under the Credit Agreement bear interest, at the election of the Company, at either (a) the Base Rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the Prime Rate in effect on such day; (ii) | |
the Federal Funds Rate in effect on such date plus 0.50%; or (iii) an adjusted LIBOR rate determined on the basis of a one-month interest period plus 1.0%, in each case plus an applicable margin ranging from 0.25% to 1.0% based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter; or (b) an adjusted LIBOR Rate plus an applicable margin ranging from 1.25% to 2.0% depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. Interest is due and payable quarterly, in arrears, for loans bearing interest at the Base Rate, and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBOR rate. The interest rate as of January 31, 2015 on the Company’s variable interest rate debt was the one month LIBOR rate of 0.17% plus an applicable margin of 1.5%. | |
Amounts borrowed under the Revolving Loan Facility may be repaid and reborrowed until the maturity date of December 3, 2019. The Company is obligated to pay a commitment fee on the unused portion of the Revolving Loan Facility. The commitment fee rate ranges from 0.20% to 0.35%, depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter, on the average daily unused portion of the revolving credit commitment under the Credit Agreement. The Company had no outstanding borrowings under the Revolving Loan Facility as of January 31, 2015. | |
The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the assets of the subsidiary guarantors pursuant to a Security Agreement, dated December 3, 2014, among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent (the “Security Agreement”). | |
The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions on and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Company was in compliance with all covenants related to the Credit Agreement as of January 31, 2015. | |
Note Purchase Agreement | |
On December 3, 2014, the Company entered into a Note Purchase Agreement to sell to certain purchasers (collectively, the “Purchasers”) $400.0 million in aggregate principal amount of senior secured notes (Senior Notes) consisting of (i) $100.0 million aggregate principal amount of 4.07% Senior Notes, Series A, due December 3, 2024; (ii) $100.0 million aggregate principal amount of 4.19% Senior Notes, Series B, due December 3, 2026; (iii) $100.0 million aggregate principal amount of 4.25% Senior Notes, Series C, due December 3, 2027; and (iv) $100.0 million aggregate principal amount of 4.35% Senior Notes, Series D, due December 3, 2029. Interest is due and payable quarterly, in arrears, on each of the Senior Notes. Proceeds from the Note Purchase Agreement will be used for general corporate purposes. | |
The Company may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes. | |
The Company’s obligations under the Note Purchase Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Note Purchase Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors. The obligations of the Company and its subsidiary guarantors under the Note Purchase Agreement will be treated on a pari passu basis with the obligations of those entities under the Credit Agreement as well as any additional debt the Company may obtain. | |
The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Company was in compliance with all covenants related to the Note Purchase Agreement as of January 31, 2015. | |
Related to the execution of the Credit Agreement and the Note Purchase Agreement, the Company incurred $2.1 million in costs, of which $1.0 million was capitalized as debt issuance fees and $1.1 million was recorded as a reduction of the long-term debt proceeds as a debt discount. Both the debt issuance fees and debt discount are amortized to interest expense over the term of the respective debt instruments. |
Derivatives_and_Hedging
Derivatives and Hedging | 6 Months Ended |
Jan. 31, 2015 | |
Derivatives and Hedging [Abstract] | |
Derivatives and Hedging | NOTE 4 – 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 through December 2015. 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 $0.4 million and $0.6 million for the three months ended January 31, 2015 and 2014, respectively, and $0.9 million and $1.2 million for the six months ended January 31, 2015 and 2014, out of other comprehensive income into interest expense. | |
The hedge provided by the swaps could prove to be ineffective for a number of reasons, including early retirement of the variable interest rate debt, as is allowed under the variable interest rate debt, or in the event the counterparty to the interest rate swaps is determined in the future to not be creditworthy. | |
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 January 31, 2015 and July 31, 2014, the Company’s fair value of the interest rate swaps were $1.1 million and $1.7 million, respectively, and were classified as other liabilities in the consolidated balance sheets. | |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||
Goodwill and Intangible Assets | NOTE 5 – Goodwill and Intangible Assets | ||||||||
The following table sets forth amortizable intangible assets by major asset class: | |||||||||
(In thousands) | 31-Jan-15 | 31-Jul-14 | |||||||
Amortized intangibles: | |||||||||
Covenants not to compete | $ | 1,750 | $ | 2,939 | |||||
Supply contracts & customer relationships | 27,829 | 27,986 | |||||||
Trade name | 5,193 | 5,791 | |||||||
Licenses and databases | 2,526 | 1,810 | |||||||
Accumulated amortization | (15,873 | ) | (13,284 | ) | |||||
Net intangibles | $ | 21,425 | $ | 25,242 | |||||
Aggregate amortization expense on amortizable intangible assets was $1.7 million and $1.2 million for the three months ended January 31, 2015 and 2014, respectively, and $3.6 million and $2.3 million for the six months ended January 31, 2015 and 2014, respectively. | |||||||||
The change in the carrying amount of goodwill was as follows (in thousands): | |||||||||
Balance as of July 31, 2014 | $ | 283,780 | |||||||
Adjustments to preliminary purchase price allocation | (790 | ) | |||||||
Effect of foreign currency exchange rates | (12,498 | ) | |||||||
Balance as of January 31, 2015 | $ | 270,492 |
Net_Income_Per_Share
Net Income Per Share | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Net Income Per Share [Abstract] | |||||||||||||||||
Net Income Per Share | NOTE 6 – Net Income Per Share | ||||||||||||||||
The table below reconciles basic weighted shares outstanding to diluted weighted average shares outstanding: | |||||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||||
Weighted average common shares oustanding | 126,300 | 125,564 | 126,258 | 125,512 | |||||||||||||
Effect of dilutive securities - stock options | 5,572 | 5,537 | 5,436 | 5,392 | |||||||||||||
Weighted average common and dilutive potential common shares outstanding | 131,872 | 131,101 | 131,694 | 130,904 | |||||||||||||
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 5,104,400 and 4,429,831 shares for the three months ended January 31, 2015 and 2014, respectively, and 5,148,374 and 2,373,448 shares for the six months ended January 31, 2015 and 2014, respectively, because their inclusion would have been anti-dilutive. | |||||||||||||||||
Stockbased_Payment_Compensatio
Stock-based Payment Compensation | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Stock-based Compensation [Abstract] | |||||||||||||||||
Stock-based Payment Compensation | NOTE 7 – Stock-based Payment Compensation | ||||||||||||||||
The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the award. The following is a summary of option activity for the Company’s stock options for the six months ended January 31, 2015: | |||||||||||||||||
(In thousands, except per share and term data) | Shares | Weighted Average | Weighted Average | Aggregate | |||||||||||||
Exercise Price | Remaining Contractual | Intrinsic Value | |||||||||||||||
Term (In years) | |||||||||||||||||
Outstanding as of July 31, 2014 | 19,082 | $ | 21.64 | 6.01 | $ | 235,734 | |||||||||||
Grants of options | 349 | 34.52 | |||||||||||||||
Exercises | (391 | ) | 19.7 | ||||||||||||||
Forfeitures or expirations | (162 | ) | 31.65 | ||||||||||||||
Outstanding as of January 31, 2015 | 18,878 | $ | 21.83 | 5.64 | $ | 278,799 | |||||||||||
Exercisable as of January 31, 2015 | 13,763 | $ | 17.28 | 4.52 | $ | 265,913 | |||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock. The number of options that were in-the-money was 18,751,997 at January 31, 2015. | |||||||||||||||||
The table below sets forth the stock-based payment compensation recognized by the Company: | |||||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||||
General and administrative | $ | 3,955 | $ | 5,226 | $ | 7,775 | $ | 9,458 | |||||||||
Yard Operations | 549 | 546 | 1,095 | 1,181 | |||||||||||||
Total stock-based compensation | $ | 4,504 | $ | 5,772 | $ | 8,870 | $ | 10,639 | |||||||||
In accordance with ASC 718, Compensation – Stock Compensation, the Company made an estimate of expected forfeitures and is recognizing compensation cost only for those equity awards expected to vest. | |||||||||||||||||
In October 2013, following stockholder approval of proposed grants at a meeting of stockholders, the Compensation Committee of the Company’s Board of Directors approved the grant of nonqualified stock options to purchase 2,000,000 and 1,500,000 shares of the Company’s common stock to A. Jayson Adair, the Company’s Chief Executive Officer, and Vincent W. Mitz, the Company’s President, 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 $3.8 million and $0.6 million in compensation expenses for these grants in the six months ended January 31, 2015 and 2014, respectively. |
Common_Stock_Repurchases
Common Stock Repurchases | 6 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||||
Common Stock Repurchases [Abstract] | |||||||||||||||||||||||||||||
Common Stock Repurchases | NOTE 8 – Common Stock Repurchases | ||||||||||||||||||||||||||||
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 six months ended January 31, 2015 or 2014. As of January 31, 2015, 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 six months ended January 31, 2015, was less than $0.01. | |||||||||||||||||||||||||||||
In the first quarter of fiscal 2014 and 2015, certain employees and executive officers 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 $1.1 million and $0.1 million for the six months ended January 31, 2015 and 2014, respectively, to the proper taxing authorities in satisfaction of the employees’ minimum statutory withholding requirements. | |||||||||||||||||||||||||||||
The stock options exercised by certain employees and executive officers through cashless exercises are summarized in the following table: | |||||||||||||||||||||||||||||
Period | Options | Exercise | Shares Net | Shares | Net | Share Price | Tax | ||||||||||||||||||||||
Exercised | Price | Settled for | Withheld for | Shares to | for | Withholding | |||||||||||||||||||||||
Exercise | Taxes (1) | Employee | Withholding | (in 000s) | |||||||||||||||||||||||||
FY 2014 - Q1 | 14,000 | $ | 16.43 | 7,241 | 2,519 | 4,240 | $ | 31.77 | $ | 80 | |||||||||||||||||||
FY 2015 - Q1 | 201,333 | $ | 19.59 | 124,621 | 35,416 | 41,296 | $ | 31.65 | $ | 1,121 | |||||||||||||||||||
-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. | ||||||||||||||||||||||||||||
No stock options were exercised by certain employees and executive officers through cashless exercises during the three months ended January 31, 2015 and 2014. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 9 – Income Taxes |
The Company applies the provisions of the accounting standard for uncertain tax positions to its income taxes. For benefits to be realized, a tax position must be more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. | |
As of January 31, 2015, the gross amounts of the Company’s liabilities for unrecognized tax benefits of $25.5 million, including interest and penalties, were classified as long-term income taxes payable in the accompanying consolidated balance sheets. Over the next twelve months, the Company’s existing positions will continue to generate an increase in liabilities for unrecognized tax benefits, as well as a likely decrease in liabilities as a result of the lapse of the applicable statute of limitations and the conclusion of income tax audits. The expected decrease in liabilities relating to unrecognized tax benefits will have a positive effect on the Company’s consolidated results of operations and financial position when realized. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties recognized during the six months ended January 31, 2015 and 2014 was $0.8 million. | |
The Company files income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. The Company is currently under audit by the state of New York for fiscal years 2011 to 2013. The Company is currently under audit by the state of South Carolina for fiscal years 2010 to 2012. The Company is no longer subject to U.S. federal and state income tax examination for fiscal years prior to 2011, excepting the jurisdiction 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. | |
The Company has not provided for U.S. federal income and foreign withholding taxes on its foreign subsidiaries’ undistributed earnings as of January 31, 2015, because the Company intends to reinvest such earnings indefinitely in the operations and potential acquisitions related to its foreign operations. It is not practical to determine the taxes that might be incurred if these earnings were to be distributed in the form of dividends or otherwise. If distributed, however, foreign tax credits may become available under current law to reduce or eliminate the resultant U.S. income tax liability. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jan. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | NOTE 10 – Recent Accounting Pronouncements |
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. |
Legal_Proceedings
Legal Proceedings | 6 Months Ended |
Jan. 31, 2015 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | NOTE 11 – 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 known as “KPIT”) in the 44th Judicial District Court of Dallas County, Texas, alleging fraud, fraudulent inducement and/or promissory fraud, negligent misrepresentation, unfair business practices pursuant to California Business and Professions Code § 17200, breach of contract, declaratory judgment, and attorney’s fees. The Company seeks compensatory and exemplary damages, disgorgement of amounts paid, attorney’s fees, pre- and post-judgment interest, costs of suit, and a judicial declaration of the parties’ rights, duties, and obligations under the Implementation Services Agreement dated October 6, 2011. The suit arises out of the Company’s September 17, 2013 decision to terminate the Implementation Services Agreement, under which KPIT was to design, implement, and deliver a customized replacement enterprise resource planning system for the Company. On January 2, 2014, KPIT removed this suit to the United States District Court for the Northern District of Texas. On August 11, 2014, the Northern District of Texas transferred the suit to the United States District Court for the Eastern District of California for convenience. On January 8, 2014, KPIT filed suit against the Company in the United States District Court for the Eastern District of California, alleging breach of contract, promissory estoppel, breach of the implied covenant of good faith and fair dealing, account stated, quantum meruit, unjust enrichment, and declaratory relief. KPIT seeks compensatory and exemplary damages, prejudgment interest, costs of suit, and a judicial declaration of the parties’ rights, duties, and obligations under the Implementation Services Agreement. The Company is zealously pursuing its claim for damages, and vigorously defending against KPIT’s claim for damages. | |
The Company provides for costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future consolidated results of operations and cash flows cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. The Company believes that any ultimate liability will not have a material effect on its consolidated results of operations, financial position or cash flows. However, the amount of the liabilities associated with these claims, if any, cannot be determined with certainty. The Company maintains insurance which may or may not provide coverage for claims made against the Company. There is no assurance that there will be insurance coverage available when and if needed. Additionally, the insurance that the Company carries requires that the Company pay for costs and/or claims exposure up to the amount of the insurance deductibles negotiated when the insurance is purchased. | |
Governmental Proceedings | |
The Georgia Department of Revenue, or DOR, 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, advice from outside tax advisors, and the Company’s best estimate of a probable outcome, 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 and financial position. |
Acquisitions
Acquisitions | 6 Months Ended |
Jan. 31, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 12 – Acquisitions |
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. | |
During the six months ended January 31, 2015, the purchase price allocations for the assets of the online marketing company and the salvage vehicle auction businesses in Montreal, Canada and Brazil were finalized. As a result, from the preliminary purchase price allocation as of July 31, 2014, goodwill decreased $0.8 million, primarily related to a $0.9 million increase in intangible assets, and changes to deferred taxes on acquired intangible assets. 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. There were no acquisitions during the six months ended January 31, 2015. | |
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 resulted in the recognition of goodwill in the Company’s consolidated financial statements. Goodwill arose because the purchase price of each acquisition reflected a number of factors, including their future earnings and cash flow potential; the 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 these businesses; and the complementary strategic fit and resulting synergies brought to existing operations. 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. | |
These acquisitions did not result in a significant change in the Company’s consolidated results of operations individually or in the aggregate; therefore, pro forma financial information has not been presented. The operating results have been included in the Company’s consolidated results of operations and financial position since the acquisition dates. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||
Jan. 31, 2015 | |||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||
Principles of Consolidation | Principles of Consolidation | ||
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. Intercompany transactions and balances have been eliminated in consolidation. | |||
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature, considered necessary for fair presentation of its financial position as of January 31, 2015 and July 31, 2014, its consolidated statements of income and comprehensive income for the three and six months ended January 31, 2015 and 2014, and its cash flows for the six months ended January 31, 2015 and 2014. Interim results for the six months ended January 31, 2015 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2015. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Certain prior year amounts have been reclassified to conform to current year presentation. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, but are not limited to, vehicle pooling costs; self-insured reserves; allowance for doubtful accounts; income taxes; revenue recognition; stock-based payment compensation; purchase price allocations; long-lived asset and goodwill impairment calculations, and contingencies. Actual results could differ from these estimates. | |||
Revenue Recognition | Revenue Recognition | ||
The Company provides a portfolio of services to its sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use the Company’s Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. The Company evaluates multiple-element arrangements relative to its member and seller agreements. | |||
The services provided to the seller of a vehicle involve disposing of a vehicle on the seller’s behalf and, under most of the Company’s current 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. 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 arrangements including multiple deliverables. Significant inputs in the Company’s estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services. | |||
Vehicle pooling costs | Vehicle Pooling Costs | ||
The Company defers in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by the Company, but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are certain facility costs, labor, transportation, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in subsequent periods on an average cost basis. Given the fixed cost nature of the Company’s business, there are no direct correlations for increases in expenses or units processed on vehicle pooling costs. | |||
The Company applies the provisions of accounting guidance for subsequent measurement of inventory to 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. | |||
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, 2013 | $ (45,420) | ||
Gain on foreign currency translation | 26,428 | ||
Cumulative loss on foreign currency translation as of July 31, 2014 | $ (18,992) | ||
Loss on foreign currency translation | (46,808) | ||
Cumulative loss on foreign currency translation as of January 31, 2015 | $ (65,800) | ||
Income Taxes and Deferred Tax Assets | Income Taxes and Deferred Tax Assets | ||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax basis, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||
In accordance with the provisions of ASC 740, Income Taxes, a two-step approach is applied to the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on its consolidated statements of income. | |||
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 January 31, 2015 and July 31, 2014, 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 3 - 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 interest rate debt, and the swaps are designated as effective cash flow hedges under ASC 815, Derivatives and Hedging. See Note 4 - 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. | |||
Capitalized Software Costs | Capitalized Software Costs | ||
The Company capitalizes system and website development costs related to enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that impact the recoverability of these assets. | |||
Total gross capitalized software as of January 31, 2015 and July 31, 2014 was $60.4 million and $61.7 million, respectively. Accumulated amortization expense related to software as of January 31, 2015 and July 31, 2014 totaled $39.9 million and $38.6 million, respectively. | |||
Accounting for Acquisitions | Accounting for 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. |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||
Jan. 31, 2015 | |||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||
Schedule of foreign currency translation | 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 | ) | ||
Loss on foreign currency translation | (46,808 | ) | |||
Cumulative loss on foreign currency translation as of January 31, 2015 | $ | (65,800 | ) | ||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||
Schedule of aggregate amortization expense on intangible assets | |||||||||
(In thousands) | 31-Jan-15 | 31-Jul-14 | |||||||
Amortized intangibles: | |||||||||
Covenants not to compete | $ | 1,750 | $ | 2,939 | |||||
Supply contracts & customer relationships | 27,829 | 27,986 | |||||||
Trade name | 5,193 | 5,791 | |||||||
Licenses and databases | 2,526 | 1,810 | |||||||
Accumulated amortization | (15,873 | ) | (13,284 | ) | |||||
Net intangibles | $ | 21,425 | $ | 25,242 | |||||
Schedule of change in carrying amount of goodwill (in thousands) | |||||||||
Balance as of July 31, 2014 | $ | 283,780 | |||||||
Adjustments to preliminary purchase price allocation | (790 | ) | |||||||
Effect of foreign currency exchange rates | (12,498 | ) | |||||||
Balance as of January 31, 2015 | $ | 270,492 |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Net Income Per Share [Abstract] | |||||||||||||||||
Schedule of reconciliation of basic weighted shares outstanding to diluted weighted average shares outstanding | Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||||
Weighted average common shares oustanding | 126,300 | 125,564 | 126,258 | 125,512 | |||||||||||||
Effect of dilutive securities - stock options | 5,572 | 5,537 | 5,436 | 5,392 | |||||||||||||
Weighted average common and dilutive potential common shares outstanding | 131,872 | 131,101 | 131,694 | 130,904 | |||||||||||||
Stockbased_Payment_Compensatio1
Stock-based Payment Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Stock-based Compensation [Abstract] | |||||||||||||||||
Summary of option activity for stock options | (In thousands, except per share and term data) | Shares | Weighted Average | Weighted Average | Aggregate | ||||||||||||
Exercise Price | Remaining Contractual | Intrinsic Value | |||||||||||||||
Term (In years) | |||||||||||||||||
Outstanding as of July 31, 2014 | 19,082 | $ | 21.64 | 6.01 | $ | 235,734 | |||||||||||
Grants of options | 349 | 34.52 | |||||||||||||||
Exercises | (391 | ) | 19.7 | ||||||||||||||
Forfeitures or expirations | (162 | ) | 31.65 | ||||||||||||||
Outstanding as of January 31, 2015 | 18,878 | $ | 21.83 | 5.64 | $ | 278,799 | |||||||||||
Exercisable as of January 31, 2015 | 13,763 | $ | 17.28 | 4.52 | $ | 265,913 | |||||||||||
Recognized stock-based compensation expense | |||||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||||
(In thousands) | 2015 | 2014 | 2015 | 2014 | |||||||||||||
General and administrative | $ | 3,955 | $ | 5,226 | $ | 7,775 | $ | 9,458 | |||||||||
Yard Operations | 549 | 546 | 1,095 | 1,181 | |||||||||||||
Total stock-based compensation | $ | 4,504 | $ | 5,772 | $ | 8,870 | $ | 10,639 |
Common_Stock_Repurchases_Table
Common Stock Repurchases (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||||
Common Stock Repurchases [Abstract] | |||||||||||||||||||||||||||||
Summary of stock options exercised | |||||||||||||||||||||||||||||
Period | Options | Exercise | Shares Net | Shares | Net | Share Price | Tax | ||||||||||||||||||||||
Exercised | Price | Settled for | Withheld for | Shares to | for | Withholding | |||||||||||||||||||||||
Exercise | Taxes (1) | Employee | Withholding | (in 000s) | |||||||||||||||||||||||||
FY 2014 - Q1 | 14,000 | $ | 16.43 | 7,241 | 2,519 | 4,240 | $ | 31.77 | $ | 80 | |||||||||||||||||||
FY 2015 - Q1 | 201,333 | $ | 19.59 | 124,621 | 35,416 | 41,296 | $ | 31.65 | $ | 1,121 | |||||||||||||||||||
-1 | Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program. |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jul. 31, 2014 |
Cumulative Translation Adjustment Summary [Roll Forward] | ||
Cumulative loss on foreign currency translation, Begining balance | ($18,992) | ($45,420) |
Gain (Loss) on foreign currency translation | -46,808 | 26,428 |
Cumulative loss on foreign currency translation, Ending balance | ($65,800) | ($18,992) |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies (Details Textual) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Jul. 31, 2014 |
Segment | ||
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Tax benefits realized upon ultimate settlement, Description | The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. | |
Number of operating segments | 2 | |
Number of reportable segment | 1 | |
Capitalized software costs | $60.40 | $61.70 |
Accumulated amortization expense | $39.90 | $38.60 |
Interest Rate Swap | ||
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Number of interest rate derivatives held | 2 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 6 Months Ended | 0 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | Dec. 03, 2014 | Dec. 14, 2010 | Sep. 29, 2011 | |
Line of Credit Facility [Line Items] | |||||
Debt issuance cost | $955,000 | ||||
Revolving Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | ||||
Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 400,000,000 | ||||
Quarterly amortization for term loan | 7,500,000 | ||||
Maturity date | 3-Dec-19 | ||||
Term Loan Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 400,000,000 | ||||
Term Loan Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 500,000,000 | ||||
Alternative currency borrowing credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 50,000,000 | ||||
Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility amount paid | 275,000,000 | ||||
Maturity date | 3-Dec-19 | ||||
Credit Agreement | Revolving Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 300,000,000 | ||||
Line of credit facility interest rate during period | 1.00% | ||||
Credit Agreement | Revolving Loan Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.20% | ||||
Line of credit facility interest rate during period | 0.25% | ||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.25% | ||||
Credit Agreement | Revolving Loan Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.35% | ||||
Line of credit facility interest rate during period | 1.00% | ||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 2.00% | ||||
Credit Agreement | Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 300,000,000 | ||||
Outstanding borrowings | 281,300,000 | ||||
Quarterly amortization for term loan | 18,800,000 | ||||
Maturity date | 31-Dec-15 | ||||
Federal funds rate | 0.50% | ||||
LIBOR variable interest rate | LIBOR rate of 0.17% plus an applicable margin of 1.5%. | ||||
Note Purchase Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance cost | 2,100,000 | ||||
Debt issuance fees | 1,000,000 | ||||
Reduction of long term debt | 1,100,000 | ||||
Note Purchase Agreement | Senior Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument principal amount | 400,000,000 | ||||
Note Purchase Agreement | Senior Notes, Series A | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | 3-Dec-24 | ||||
Debt instrument principal amount | 100,000,000 | ||||
Debt instrument, interest rate | 4.07% | ||||
Note Purchase Agreement | Senior Notes, Series B | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | 3-Dec-26 | ||||
Debt instrument principal amount | 100,000,000 | ||||
Debt instrument, interest rate | 4.19% | ||||
Note Purchase Agreement | Senior Notes, Series C | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | 3-Dec-27 | ||||
Debt instrument principal amount | 100,000,000 | ||||
Debt instrument, interest rate | 4.25% | ||||
Note Purchase Agreement | Senior Notes, Series D | |||||
Line of Credit Facility [Line Items] | |||||
Maturity date | 3-Dec-29 | ||||
Debt instrument principal amount | $100,000,000 | ||||
Debt instrument, interest rate | 4.35% |
Derivatives_and_Hedging_Detail
Derivatives and Hedging (Details) (Interest Rate Swap, USD $) | 3 Months Ended | 6 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 |
Derivative | Derivative | ||||
Derivative [Line Items] | |||||
Derivative, type of instrument | Interest rate swap | ||||
Number of interest rate derivatives held | 2 | 2 | |||
Reclassification adjustment out of other comprehensive income into interest expense | $0.40 | $0.60 | $0.90 | $1.20 | |
Description of interest rate cash flow hedge accounting method | Hypothetical derivative method | ||||
Other liabilities | |||||
Derivative [Line Items] | |||||
Derivative designated as cash flow hedge, Fair value | $1.10 | $1.10 | $1.70 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | ($15,873) | ($13,284) |
Net intangibles | 21,425 | 25,242 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,750 | 2,939 |
Supply contracts & customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 27,829 | 27,986 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 5,193 | 5,791 |
Licenses and databases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $2,526 | $1,810 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 1) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 |
Goodwill [Roll Forward] | |
Balance | $283,780 |
Adjustments to preliminary purchase price allocation | -790 |
Effect of foreign currency exchange rates | -12,498 |
Balance | $270,492 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Goodwill [Abstract] | ||||
Aggregate amortization expense | $1.70 | $1.20 | $3.60 | $2.30 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Net Income Per Share [Abstract] | ||||
Weighted average common shares oustanding | 126,300 | 125,564 | 126,258 | 125,512 |
Effect of dilutive securities - stock options | 5,572 | 5,537 | 5,436 | 5,392 |
Weighted average common and dilutive potential common shares outstanding | 131,872 | 131,101 | 131,694 | 130,904 |
Net_Income_Per_Share_Details_T
Net Income Per Share (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Net Income Per Share [Abstract] | ||||
Stock options excluded from the calculation of dilutive earnings per share | 5,104,400 | 4,429,831 | 5,148,374 | 2,373,448 |
Stockbased_Payment_Compensatio2
Stock-based Payment Compensation (Details) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 |
Number of Options [Roll Forward] | |
Outstanding as of July 31, 2014 | 19,082 |
Grants of options | 349 |
Exercises | -391 |
Forfeitures or expirations | -162 |
Outstanding as of January 31, 2015 | 18,878 |
Exercisable as of January 31, 2015 | 13,763 |
Weighted - Average Exercise Price [Roll Forward] | |
Outstanding as of July 31, 2014 | $21.64 |
Grants of options | $34.52 |
Exercise Price | $19.70 |
Forfeitures or expirations | $31.65 |
Outstanding as of January 31, 2015 | $21.83 |
Exercisable as of January 31, 2015 | $17.28 |
Weighted - Average Remaining Contractual Term [Roll Forward] | |
Outstanding as of July 31, 2014 | 6 years 4 days |
Outstanding as of January 31, 2015 | 5 years 7 months 21 days |
Exercisable as of January 31, 2015 | 4 years 6 months 7 days |
Aggregate Intrinsic Value [Roll Forward] | |
Outstanding as of July 31, 2014 | $235,734 |
Outstanding as of January 31, 2015 | 278,799 |
Exercisable as of January 31, 2015 | $265,913 |
Stockbased_Payment_Compensatio3
Stock-based Payment Compensation (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $4,504 | $5,772 | $8,870 | $10,639 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 3,955 | 5,226 | 7,775 | 9,458 |
Yard Operations [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $549 | $546 | $1,095 | $1,181 |
Stockbased_Payment_Compensatio4
Stock-based Payment Compensation (Details Textual) (USD $) | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 31, 2013 | Jan. 31, 2015 | Jan. 31, 2014 |
Stock Based Compensation (Textual) | |||
Shares available for calculating intrinsic value (in shares) | 18,751,997 | ||
Nonqualified stock options to purchase of shares, exercise price | $35.62 | ||
Deferred compensation arrangement with individual - requisite service period | 5 years | ||
Deferred compensation arrangement with individual, description | Each option will become fully vested, assuming continued service on April 15, 2019 and December 16, 2018. | ||
Term for not granting cash salary or bonus compensation in excess of $ 1.00 per year | 5 years | ||
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% | ||
Value of option at the date of grant | $11.43 | ||
Total compensation expense to be recognized per grant | $40 | $3.80 | $0.60 |
A. Jayson Adair, the Chief Executive Officer | |||
Stock Based Compensation (Textual) | |||
Nonqualified stock options to purchase of shares | 2,000,000 | ||
Percentage of total aggregate options vested | 20.00% | ||
Vincent W. Mitz, the President | |||
Stock Based Compensation (Textual) | |||
Nonqualified stock options to purchase of shares | 1,500,000 | ||
Percentage of total aggregate options vested | 20.00% |
Common_Stock_Repurchases_Detai
Common Stock Repurchases (Details) (USD $) | 6 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | ||||
Options Exercised | -391 | |||
Exercise Price | $19.70 | |||
Common Stock [Member] | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Exercisable [Abstract] | ||||
Options Exercised | 201,333 | 14,000 | ||
Exercise Price | $19.59 | $16.43 | ||
Shares Net Settled for Exercise | 124,621 | 7,241 | ||
Shares Withheld for Taxes | 35,416 | [1] | 2,519 | [1] |
Net Shares to Employee | 41,296 | 4,240 | ||
Share Price for Withholding | $31.65 | $31.77 | ||
Tax Withholding (in 000s) | $1,121 | $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. |
Common_Stock_Repurchases_Detai1
Common Stock Repurchases (Details Textual) (USD $) | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 | Sep. 22, 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 | ||
Number of shares repurchased under the program | 50,286,782 | ||
Number of shares available for repurchase under stock repurchase program | 47,713,218 | ||
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 | $1.10 | $0.10 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2014 |
Income Taxes [Abstract] | ||
Gross unrecognized tax benefit | $25.50 | |
Interest and penalties related to income tax | $0.80 | $0.80 |
Tax benefits recognized provided percentage of likelihood of realization is more than | 50.00% |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | Jan. 31, 2015 |
In Millions, unless otherwise specified | |
Legal Proceedings [Abstract] | |
Sales tax including penalties and interest expense | $73.80 |
Acquisitions_Details
Acquisitions (Details) (Acquired salvage vehicle and assets of an online marketing company [Member], USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2015 |
Business Acquisition [Line Items] | |
Decrease in goodwill | $0.80 |
Increase in intangible assets | $0.90 |
Covenants not to compete | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Covenants not to compete | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |
Supply contracts | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Supply contracts | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |
Customer relationships | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Customer relationships | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |
Trade names | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Trade names | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |
Licenses and databases | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Licenses and databases | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |
Software | Minimum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 3 years |
Software | Maximum | |
Business Acquisition [Line Items] | |
Useful life of intangible assets | 8 years |