Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2021 | Feb. 22, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 31, 2021 | |
Document Transition Report | false | |
Entity Registrant Name | COPART, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-23255 | |
Entity Tax Identification Number | 94-2867490 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 391-5000 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | CPRT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller reporting company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000900075 | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 236,316,965 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 616,403 | $ 477,718 |
Accounts receivable, net | 462,405 | 350,207 |
Vehicle pooling costs | 92,928 | 73,684 |
Inventories | 30,203 | 20,080 |
Income taxes receivable | 6,498 | 26,740 |
Prepaid expenses and other assets | 17,030 | 15,330 |
Total current assets | 1,225,467 | 963,759 |
Property and equipment, net | 2,175,346 | 1,941,719 |
Operating lease right-of-use assets | 107,602 | 118,455 |
Intangibles, net | 44,270 | 47,772 |
Goodwill | 346,966 | 343,622 |
Deferred income taxes | 221 | 213 |
Other assets | 34,566 | 39,721 |
Total assets | 3,934,438 | 3,455,261 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 324,108 | 318,530 |
Deferred revenue | 14,431 | 8,233 |
Income taxes payable | 8,672 | 3,709 |
Current portion of operating lease liabilities | 22,554 | 24,821 |
Current portion of finance lease liabilities | 1,250 | 751 |
Total current liabilities | 371,015 | 356,044 |
Deferred income taxes | 81,316 | 71,686 |
Income taxes payable | 51,177 | 44,965 |
Operating lease liabilities, net of current portion | 85,307 | 95,584 |
Long-term debt and finance lease liabilities, net of discount | 402,703 | 397,036 |
Other liabilities | 328 | 430 |
Total liabilities | 991,846 | 965,745 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.0001 par value - 5,000,000 shares authorized; none issued | 0 | 0 |
Common stock: $0.0001 par value - 400,000,000 shares authorized; 236,307,042 and 235,315,337 shares issued and outstanding, respectively. | 24 | 24 |
Additional paid-in capital | 718,497 | 672,727 |
Accumulated other comprehensive loss | (106,720) | (121,088) |
Retained earnings | 2,330,791 | 1,937,853 |
Total stockholders’ equity | 2,942,592 | 2,489,516 |
Total liabilities and stockholders’ equity | $ 3,934,438 | $ 3,455,261 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2021 | Jul. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 236,307,042 | 235,315,337 |
Common stock, shares outstanding | 236,307,042 | 235,315,337 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Service revenues and vehicle sales: | $ 617,031 | $ 575,140 | $ 1,209,971 | $ 1,129,564 |
Operating Costs and Expenses | 358,810 | 365,248 | 703,156 | 714,281 |
Interest expense, net | (4,849) | (4,464) | (9,881) | (8,490) |
Operating expenses: | ||||
Yard operations | 235,904 | 257,351 | 467,715 | 498,142 |
Cost of vehicle sales | 73,629 | 57,900 | 137,989 | 116,664 |
General and administrative | 49,277 | 49,997 | 97,452 | 99,475 |
Total operating expenses | 358,810 | 365,248 | 703,156 | 714,281 |
Other expense: | ||||
Interest expense, net | (4,849) | (4,464) | (9,881) | (8,490) |
Other income, net | (920) | (354) | 2,333 | 363 |
Total other expense | (5,769) | (4,818) | (7,548) | (8,127) |
Operating income | 258,221 | 209,892 | 506,815 | 415,283 |
Income before income taxes | 252,452 | 205,074 | 499,267 | 407,156 |
Income tax expense | (59,012) | (36,367) | (105,542) | (20,269) |
Net income | $ 193,440 | $ 168,707 | $ 393,725 | $ 386,887 |
Basic net income per common share | $ 0.82 | $ 0.73 | $ 1.67 | $ 1.67 |
Weighted average common shares outstanding | 236,152 | 232,671 | 235,971 | 231,920 |
Diluted net income per common share | $ 0.81 | $ 0.71 | $ 1.64 | $ 1.62 |
Diluted weighted average common shares outstanding | 240,280 | 238,470 | 240,124 | 238,566 |
Service revenues | ||||
Service revenues and vehicle sales: | $ 532,601 | $ 510,034 | $ 1,047,973 | $ 997,890 |
Vehicle sales | ||||
Service revenues and vehicle sales: | $ 84,430 | $ 65,106 | $ 161,998 | $ 131,674 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 193,440 | $ 168,707 | $ 393,725 | $ 386,887 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 21,774 | (580) | 14,368 | 12,659 |
Comprehensive income, net of tax: | ||||
Comprehensive income | $ 215,214 | $ 168,127 | $ 408,093 | $ 399,546 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balances (in shares) | 229,790,268 | ||||
Stockholders' Equity Attributable to Parent | $ 1,778,381 | $ 23 | $ 572,559 | $ (132,529) | $ 1,338,328 |
Net Income | 218,180 | 218,180 | |||
Currency Translation Adjustment | 13,239 | 13,239 | |||
Options Exercised | 2,643,310 | ||||
Exercise of stock options, net of repurchased shares | (88,734) | 9,551 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (98,285) | ||||
Employee Benefits and Share-based Compensation | 5,533 | 5,533 | |||
Net Income | 386,887 | ||||
Total stock-based compensation | 11,674 | ||||
Balances (in shares) | 232,433,578 | ||||
Stockholders' Equity Attributable to Parent | 1,926,599 | $ 23 | 587,643 | (119,290) | 1,458,223 |
Net Income | 168,707 | 168,707 | |||
Currency Translation Adjustment | (580) | (580) | |||
Options Exercised | 1,141,040 | ||||
Exercise of stock options, net of repurchased shares | 19,907 | 19,975 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (68) | ||||
Employee Benefits and Share-based Compensation | 6,141 | 6,141 | |||
Shares issued for Employee Stock Purchase Plan (in shares) | 62,067 | ||||
Shares issued for Employee Stock Purchase Plan | 3,955 | 3,955 | |||
Total stock-based compensation | 6,141 | ||||
Balances (in shares) | 233,636,685 | ||||
Stockholders' Equity Attributable to Parent | 2,124,729 | $ 23 | 617,714 | (119,870) | 1,626,862 |
Balances (in shares) | 235,315,337 | ||||
Stockholders' Equity Attributable to Parent | 2,489,516 | $ 24 | 672,727 | (121,088) | 1,937,853 |
Net Income | 200,285 | 200,285 | |||
Currency Translation Adjustment | (7,406) | (7,406) | |||
Options Exercised | 802,670 | ||||
Exercise of stock options, net of repurchased shares | 19,525 | 20,014 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (489) | ||||
Employee Benefits and Share-based Compensation | 8,913 | 8,913 | |||
Net Income | $ 393,725 | ||||
Options Exercised | 889,000 | ||||
Total stock-based compensation | $ 17,778 | ||||
Balances (in shares) | 236,118,007 | ||||
Stockholders' Equity Attributable to Parent | 2,710,833 | $ 24 | 701,654 | (128,494) | 2,137,649 |
Net Income | 193,440 | 193,440 | |||
Currency Translation Adjustment | 21,774 | 21,774 | |||
Options Exercised | 121,158 | ||||
Exercise of stock options, net of repurchased shares | 2,800 | 3,098 | |||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (298) | ||||
Employee Benefits and Share-based Compensation | 8,865 | 8,865 | |||
Shares issued for Employee Stock Purchase Plan (in shares) | 67,877 | ||||
Shares issued for Employee Stock Purchase Plan | 4,880 | 4,880 | |||
Total stock-based compensation | 8,865 | ||||
Balances (in shares) | 236,307,042 | ||||
Stockholders' Equity Attributable to Parent | $ 2,942,592 | $ 24 | $ 718,497 | $ (106,720) | $ 2,330,791 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 393,725 | $ 386,887 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, including debt cost | 60,898 | 48,097 |
Allowance for credit loss | 213 | 1,301 |
Equity in (earnings) losses of unconsolidated affiliates | (1,343) | 3,124 |
Stock-based compensation | 17,778 | 11,674 |
Gain on sale of property and equipment | (1,145) | (1,315) |
Deferred income taxes | 9,442 | 6,719 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (111,148) | (78,510) |
Vehicle pooling costs | (19,099) | (13,921) |
Inventories | (9,772) | 2,765 |
Prepaid expenses and other current and non-current assets | 5,802 | 7,184 |
Operating lease right-of-use assets and lease liabilities | (470) | (331) |
Accounts payable and accrued liabilities | 10,041 | 24,862 |
Deferred revenue | 6,098 | 1,021 |
Income taxes receivable | 20,243 | (48,722) |
Income taxes payable | 10,838 | 5,794 |
Other liabilities | 0 | (371) |
Net Cash Provided by (Used in) Operating Activities | 393,041 | 356,920 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (283,214) | (400,352) |
Proceeds from sale of property and equipment | 129 | 1,639 |
Net Cash Provided by (Used in) Investing Activities | (283,085) | (398,713) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 23,112 | 32,594 |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 4,880 | 3,955 |
Payments for employee stock-based tax withholdings | 787 | 101,422 |
Payments of finance lease obligations | (622) | 0 |
Proceeds from (Repayments of) Lines of Credit | 0 | 13,600 |
Net Cash Provided by (Used in) Financing Activities | 26,583 | (51,273) |
Effect of foreign currency translation | 2,146 | 258 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 138,685 | (92,808) |
Cash, cash equivalents, and restricted cash at beginning of period | 477,718 | 186,319 |
Cash, cash equivalents, and restricted cash at end of period | 616,403 | 93,511 |
Supplemental disclosure of cash flow information: | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 7,614 | 9,007 |
Income taxes paid, net of refunds | $ 64,860 | $ 57,591 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | NOTE 1 – Summary of Significant Accounting Policies Basis of Presentation and Description of Business Copart, Inc. (“the Company”) provides vehicle sellers with a full range of services to process and sell vehicles over the internet through the Company’s Virtual Bidding Third Generation (“VB3”) internet auction-style sales technology. Vehicle sellers consist primarily of insurance companies, but also include banks, finance companies, charities, fleet operators, dealers, and from some individuals. The Company sells principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and in some jurisdictions, 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 through the online auction process. In the United States (“U.S.”), Canada, Brazil, the Republic of Ireland, Finland, the United Arab Emirates (“U.A.E.”), Oman, and Bahrain, the Company sells vehicles primarily as an agent and derives revenue primarily from auction and auction related sales transaction fees charged for vehicle remarketing services as well as fees for services subsequent to the auction, such as delivery and storage. In the United Kingdom (“U.K.”), Germany, and Spain, the Company operates both as an agent and on a principal basis, in some cases purchasing salvage vehicles outright and reselling the vehicles for its own account. In Germany and Spain, the Company also derives revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured. Principles of Consolidation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of its financial position as of January 31, 2021 and July 31, 2020, its consolidated statements of income, comprehensive income and stockholders’ equity for the three and six months ended January 31, 2021 and 2020, and its cash flows for the six months ended January 31, 2021 and 2020. Interim results for the three and six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2021. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020. Certain prior year amounts have been reclassified to conform to current year presentation. The consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned subsidiaries. Significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments 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; income taxes; stock-based compensation; purchase price allocations; and contingencies. Actual results may differ from these estimates. Revenue Recognition The Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. Service revenue and vehicle sales revenue are recognized at the date the vehicles are sold at auction, excluding annual registration fees. Costs to prepare the vehicles for auction, including inbound transportation costs and titling fees, are deferred and recognized at the time of revenue recognition at auction. The Company’s disaggregation between service revenues and vehicle sales at the segment level reflects how the nature, timing, amount and uncertainty of its revenues and cash flows are impacted by economic factors. The Company reports sales taxes on relevant transactions on a net basis in the Company’s consolidated results of operations, and therefore does not include sales taxes in revenues or costs. Service revenues The Company’s service revenue consists of auction and auction related sales transaction fees charged for vehicle remarketing services. Within this revenue category, the Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. These auction and auction related services may include a combination of vehicle purchasing fees, vehicle listing fees, and vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price driven fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from the Company’s facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees. These services are not distinct within the context of the contract. Accordingly, revenue for these services is recognized when the single performance obligation is satisfied at the completion of the auction process. The Company does not take ownership of these consigned vehicles, which are stored at the Company’s facilities located throughout the U.S. and at its international locations. These fees are recognized as net revenue (not gross vehicle selling price) at the time of auction in the amount of such fees charged. The Company has a separate performance obligation related to providing access to its online auction platform as the Company charges members an annual registration fee for the right to participate in its online auctions and access the Company’s bidding platform. This fee is recognized ratably over the term of the arrangement, generally one year, as each day of access to the online auction platform represents the best depiction of the transfer of the service. No provision for returns has been established, as all sales are final with no right of return or warranty, although the Company provides for credit loss expense in the case of non-performance by its buyers or sellers. Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Service revenues United States $ 465,423 $ 447,345 $ 915,658 $ 878,148 International 67,178 62,689 132,315 119,742 Total service revenues $ 532,601 $ 510,034 $ 1,047,973 $ 997,890 Vehicle sales Certain vehicles are purchased and remarketed on the Company’s own behalf. The Company has a single performance obligation related to the sale of these vehicles, which is the completion of the online auction process. Vehicle sales revenue is recognized on the auction date. As the Company acts as a principal in vehicle sales transactions, the gross sales price at auction is recorded as revenue. Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Vehicle sales United States $ 52,500 $ 35,392 $ 99,520 $ 68,753 International 31,930 29,714 62,478 62,921 Total vehicle sales $ 84,430 $ 65,106 $ 161,998 $ 131,674 Contract assets The Company capitalizes certain contract assets related to obtaining a contract, where the amortization period for the related asset is greater than one year. These assets are amortized over the expected life of the customer relationship. Contract assets are classified as current or long-term other assets, based on the timing of when the Company expects to recognize the related revenues and are amortized as an offset to the associated revenues on a straight-line basis. The Company assesses these costs for impairment at least quarterly and as “triggering” events occur that indicate it is more likely than not that an impairment exists. The contract asset costs where the amortization period for the related asset is one year or less are expensed as incurred and recorded within general and administrative expenses in the accompanying statements of income. The change in the carrying amount of contract assets was as follows (In thousands): Balance as of July 31, 2020 $ 10,080 Capitalized contract assets during the period 100 Costs amortized during the period (1,681) Effect of foreign currency exchange rates 197 Balance as of January 31, 2021 $ 8,696 Vehicle Pooling Costs The Company defers costs that relate directly to the fulfillment of its contracts 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 inbound transportation costs, titling fees, certain facility costs, labor, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed into yard operations expenses as vehicles are sold in subsequent periods on an average cost basis. 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 British pound, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar 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, 2019 $ (132,529) Gain on foreign currency translation 11,441 Cumulative loss on foreign currency translation as of July 31, 2020 $ (121,088) Gain on foreign currency translation 14,368 Cumulative loss on foreign currency translation as of January 31, 2021 $ (106,720) 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 Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level I Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level II Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level III Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate. The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, and amounts outstanding under the Revolving Loan Facility approximated their fair values as of January 31, 2021 and July 31, 2020, 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 6 – Long-Term Debt and Note 7 – Fair Value Measures . Cash, Cash Equivalents, and Restricted Cash 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, cash equivalents, and restricted cash include cash held in checking, domestic certificates of deposit, U.S. Treasury Bills, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash, cash equivalents, and restricted cash are placed with high credit quality financial institutions. Capitalized Software Costs The Company capitalizes system development costs and website development costs related to the enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jan. 31, 2021 | |
Accounts Receivable [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 2 — Accounts Receivable, Net Accounts receivable, net consisted of: (In thousands) January 31, 2021 July 31, 2020 Advance charges receivable $ 368,360 $ 260,196 Trade accounts receivable 98,412 94,281 Other receivables 2,587 2,120 469,359 356,597 Less: Allowance for credit loss (6,954) (6,390) Accounts receivable, net $ 462,405 $ 350,207 Advance charges receivable represents amounts paid to third parties on behalf of insurance companies for which the Company will be reimbursed when the vehicle is sold. As advance charges are recovered within one year, the Company has not adjusted the amount of consideration received from the customer for a significant financing component. Trade accounts receivable includes fees and gross auction proceeds to be collected from insurance companies and buyers. |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 3 — Property and Equipment, Net Property and equipment, net consisted of the following: (In thousands) January 31, 2021 July 31, 2020 Land $ 1,378,632 $ 1,235,315 Buildings and improvements 1,040,993 932,976 Transportation and other equipment 301,333 274,422 Office furniture and equipment 75,184 70,926 Software 60,043 52,621 2,856,185 2,566,260 Less: Accumulated depreciation and amortization (680,839) (624,541) Property and equipment, net $ 2,175,346 $ 1,941,719 Depreciation expense on property and equipment was $29.7 million and $22.0 million for the three months ended January 31, 2021 and 2020, respectively, and $56.8 million and $42.5 million for the six months ended January 31, 2021 and 2020, respectively. |
Leases
Leases | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | NOTE 4 – Leases The Company has both lessee and lessor arrangements. The Company determines whether a contract is or contains a lease at the inception of the contract or at any subsequent modification. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. Depending on the terms, leases are classified as either operating or finance leases if the Company is the lessee, or as operating, sales-type, or direct financing leases if the Company is the lessor. Certain of the Company’s lessee and lessor leases have renewal options to extend the leases for additional periods at the Company’s discretion. Leases - Lessee The Company leases certain facilities and certain equipment under non-cancelable finance and operating leases, which are recorded as right-of-use assets and lease liabilities. Certain leases provide the Company with either a right of first refusal to acquire or an option to purchase a facility at fair value. Certain leases also contain escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the right-of-use asset and the lease liabilities. The effects of these escalation clauses or concessions have been reflected in lease expense on a straight-line basis over the expected lease term and any variable lease payments subsequent to establishing the lease liability are expensed as incurred. The lease term commences on the date when the Company has the right to control the use of the leased property, which is typically before lease payments are due under the terms of the lease. Certain of the Company’s leases have renewal periods up to 40 years, exercisable at the Company’s option, and generally require the Company to pay property taxes, insurance and maintenance costs, in addition to the lease payments. At lease inception, the Company includes all renewals or option periods that are reasonably certain to exercise when determining the expected lease term, as failure to renew the lease would impose an economic penalty. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the expected lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in the Company’s leases. Components of lease expense were as follows: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Operating lease expense $ 7,024 $ 7,706 $ 14,281 $ 15,682 Finance lease expense: Amortization of right-of-use assets 167 157 334 312 Interest on finance lease liabilities 23 7 44 14 Short-term lease expense 1,023 1,297 2,268 3,292 Variable lease expense 395 675 934 819 Total lease expense $ 8,632 $ 9,842 $ 17,861 $ 20,119 Supplemental cash flow information related to leases as of January 31, 2021 were as follows: Six Months Ended January 31, (In thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 14,597 $ 14,797 Operating cash flows related to finance leases 17 14 Financing cash flows related to finance leases 622 312 Right-of-use assets obtained in exchange for new operating lease liabilities 12,812 13,601 Right-of-use assets obtained in exchange for new finance lease liabilities 6,251 — Leases - Lessor The Company’s lessor arrangements include certain facilities and various land locations, of which each qualifies as an operating lease. Certain leases also contain escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the straight-line rental income. The effects of these escalation clauses or concessions have been reflected in lease payments receivable on a straight-line basis over the expected lease term and any variable lease income subsequent to establishing the receivable will be recognized as earned. The cost of the leased space as of January 31, 2021 and July 31, 2020 was $57.9 million and $64.8 million, respectively. The accumulated depreciation associated with the leased assets as of January 31, 2021 and July 31, 2020 was $1.6 million and $0.9 million, respectively. Both the leased assets and accumulated depreciation are included in Property and equipment, net on the consolidated balance sheet. Rental income from these operating leases was $3.6 million and $0.6 million for the three months ended January 31, 2021 and 2020, respectively, and $7.2 million and $0.6 million for the six months ended January 31, 2021 and 2020, respectively and is included within Service revenues on the consolidated statements of income. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [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) January 31, 2021 July 31, 2020 Amortized intangibles: Supply contracts and customer relationships $ 50,580 $ 50,600 Trade names 23,700 23,635 Licenses and databases 7,652 7,630 Accumulated amortization (37,662) (34,093) Net intangibles $ 44,270 $ 47,772 Aggregate amortization expense on amortizable intangible assets was $1.7 million and $2.3 million for the three months ended January 31, 2021 and 2020, respectively, and $3.5 million and $4.8 million for the six months ended January 31, 2021 and 2020, respectively. The change in the carrying amount of goodwill was as follows (In thousands): Balance as of July 31, 2020 $ 343,622 Effect of foreign currency exchange rates 3,344 Balance as of January 31, 2021 $ 346,966 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jan. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 6 – Long-Term Debt Credit Agreement On December 3, 2014, the Company entered into a Credit Agreement (as amended from time to time, the “Credit Amendment”) with Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., as syndication agent. The Credit Agreement provided for (a) a secured revolving loan facility in an aggregate principal amount of up to $300.0 million (the “Revolving Loan Facility”), and (b) a secured term loan facility in an aggregate principal amount of $300.0 million (the “Term Loan”). On March 15, 2016, the Company entered into a First Amendment to Credit Agreement (the “Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and Bank of America, N.A. The Amendment to Credit Agreement amended certain terms of the Credit Agreement, dated as of December 3, 2014. The Amendment to Credit Agreement provided for (a) an increase in the secured revolving credit commitments by $50.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $350.0 million, (b) a new secured term loan (the “Incremental Term Loan”) in the aggregate principal amount of $93.8 million having a maturity date of March 15, 2021, and (c) an extension of the termination date of the Revolving Loan Facility and the maturity date of the Term Loan from December 3, 2019 to March 15, 2021. On July 21, 2016, the Company entered into a Second Amendment to Credit Agreement (the “Second Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, SunTrust Bank, and Bank of America, N.A., as administrative agent (as successor in interest to Wells Fargo Bank). The Second Amendment to Credit Agreement amended certain terms of the Credit Agreement, dated as of December 3, 2014 as amended by the Amendment to Credit Agreement, dated as of March 15, 2016. The Second Amendment to Credit Agreement provided for, among other things, (a) an increase in the secured revolving credit commitments by $500.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $850.0 million, (b) the repayment of existing term loans outstanding under the Credit Agreement, (c) an extension of the termination date of the revolving credit facility under the Credit Agreement from March 15, 2021 to July 21, 2021, and (d) increased covenant flexibility. Concurrent with the closing of the Second Amendment to Credit Agreement, the Company prepaid in full the outstanding $242.5 million principal amount of the Term Loan and Incremental Term Loan under the Credit Agreement without premium or penalty. On July 21, 2020, the Company entered into a First Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, Truist Bank (as successor by merger to Suntrust Bank), BMO Harris Bank N.A., Santander Bank, N.A., and Bank of America, N.A., as administrative agent. The First Amended and Restated Credit Agreement amended certain terms of the Credit Agreement, dated as of December 3, 2014 as amended by the Amendment to Credit Agreement, dated as of March 15, 2016, as amended by the Second Amendment to Credit Agreement, dated as July 21, 2016. The First Amended and Restated Credit Agreement provides for, among other things, (a) an increase in the secured revolving credit commitments by $200.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $1,050.0 million, and (b) an extension of the termination date of the revolving credit facility under the Credit Agreement from July 21, 2021 to July 21, 2023. The First Amended and Restated Credit Agreement additionally increased the pricing levels under the Credit Agreement to a range of 0.25% to 0.35% in the case of the commitment fee, 1.50% to 2.25% in the case of the applicable margin for Eurodollar Rate Loans, and 0.50% to 1.25% in the case of the applicable margin for base rate loans, in each case depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. The principal purposes of these financing transactions were to increase the size and availability under the Company’s Revolving Loan Facility and to provide additional long-term financing. The proceeds may be used for general corporate purposes, including working capital and capital expenditures, potential share repurchases, acquisitions, or other investments relating to the Company’s expansion strategies in domestic and international markets. The Revolving Loan Facility under the Credit Agreement bears interest, at the election of the Company, at either (a) the Base Rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the Prime Rate in effect on such day; (ii) the Federal Funds Rate in effect on such date plus 0.50%; or (iii) the Eurodollar Rate plus 1.0%, subject to an interest rate floor of 0.75%, in each case plus an applicable margin ranging from 0.50% to 1.25% based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter; or (b) the Eurodollar Rate plus an applicable margin ranging from 1.50% to 2.25% depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. Interest is due and payable in arrears, at the end of each calendar quarter 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 Eurodollar Rate Loans. The interest rate as of January 31, 2021 on the Company’s Revolving Loan Facility was the Eurodollar Rate of 0.75% plus an applicable margin of 1.50%. The carrying amount of the Credit Agreement is comprised of borrowings under which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximated fair value at January 31, 2021, and was classified within Level II of the fair value hierarchy. Amounts borrowed under the Revolving Loan Facility may be repaid and reborrowed until the maturity date of July 21, 2023. The Company is obligated to pay a commitment fee on the unused portion of the Revolving Loan Facility. The commitment fee rate ranges from 0.25% 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, 2021 or July 31, 2020. 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 as part of the First Amended and Restated Credit Agreement, dated July 21, 2020, among the Company, the subsidiary guarantors from time to time party thereto, and Bank of America, N.A., as collateral agent. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions on and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Credit Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25:1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50:1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment. As of January 31, 2021, the consolidated total net leverage ratio was (0.15):1. Minimum liquidity as of January 31, 2021 was $1.6 billion. Accordingly, the Company does not believe that the provisions of the Credit Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Credit Agreement as of January 31, 2021. Note Purchase Agreement On December 3, 2014, the Company entered into a Note Purchase Agreement and sold to certain purchasers (collectively, the “Purchasers”) $400.0 million in aggregate principal amount of senior secured notes (the “Senior Notes”) consisting of (i) $100.0 million aggregate principal amount of 4.07% Senior Notes, Series A, due December 3, 2024; (ii) $100.0 million aggregate principal amount of 4.19% Senior Notes, Series B, due December 3, 2026; (iii) $100.0 million aggregate principal amount of 4.25% Senior Notes, Series C, due December 3, 2027; and (iv) $100.0 million aggregate principal amount of 4.35% Senior Notes, Series D, due December 3, 2029. Interest is due and payable quarterly, in arrears, on each of the Senior Notes. Proceeds from the Note Purchase Agreement are being used for general corporate purposes. On July 21, 2016, the Company entered into Amendment No. 1 to Note Purchase Agreement (the “First Amendment to Note Purchase Agreement”) which amended certain terms of the Note Purchase Agreement, including providing for increased flexibility substantially consistent with the changes included in the Second Amendment to Credit Agreement, including among other things increased covenant flexibility. The Company may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes. The Company’s obligations under the Note Purchase Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Note Purchase Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and assets of the subsidiary guarantors. The obligations of the Company and its subsidiary guarantors under the Note Purchase Agreement will be treated on a pari passu basis with the obligations of those entities under the Credit Agreement as well as any additional debt the Company may obtain. The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Note Purchase Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25:1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50:1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment on a pro forma basis. As of January 31, 2021, the consolidated total net leverage ratio was (0.15):1. Minimum liquidity as of January 31, 2021 was $1.6 billion. Accordingly, the Company does not believe that the provisions of the Note Purchase Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Note Purchase Agreement as of January 31, 2021. |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | NOTE 7 – Fair Value Measures The following table summarizes the carrying values and fair values of the Company’s financial instruments that were not carried at fair value in the consolidated balance sheets: January 31, 2021 July 31, 2020 (In thousands) Carrying Value Total Fair Value Total Carrying Value Total Fair Value Total Assets Cash equivalents $ 308,019 $ 308,027 $ 11,483 $ 11,483 Total Assets $ 308,019 $ 308,027 $ 11,483 $ 11,483 Liabilities Long-term fixed rate debt, including current portion $ 399,716 $ 435,998 $ 399,698 $ 449,731 Total Liabilities $ 399,716 $ 435,998 $ 399,698 $ 449,731 During the six months ended January 31, 2021, no transfers were made between any levels within the fair value hierarchy. The fair value of the Senior Notes is based on the discounted value of each interest and principal payment calculated utilizing market interest rates of similar types of borrowing arrangements and was classified within Level II of the fair value hierarchy. See Note 1 – Summary of Significant Accounting Policies, and Note 6 – Long-Term Debt . |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NOTE 8 – Net Income Per Share The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Weighted average common shares outstanding 236,152 232,671 235,971 231,920 Effect of dilutive securities 4,128 5,799 4,153 6,646 Weighted average common and dilutive potential common shares outstanding 240,280 238,470 240,124 238,566 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 550,000 and 150,000 options to purchase the Company’s common stock for the three months ended January 31, 2021 and 2020, respectively, and 1,900,000 and 200,000 options to purchase the Company’s common stock for the six months ended January 31, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive. |
Stock-based Payment Compensatio
Stock-based Payment Compensation | 6 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Payment Compensation | NOTE 9 – Stock-based Compensation The Company recognizes compensation expense for stock option awards, without a market condition, on a straight-line basis over the requisite service period of the award. The following is a summary of activity for the Company’s stock options for the six months ended January 31, 2021: (In thousands, except per share and term data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding as of July 31, 2020 8,059 $ 41.44 6.72 $ 417,529 Grants of options 550 108.41 Exercises (889) 25.99 Forfeitures or expirations (212) 47.14 Outstanding as of January 31, 2021 7,508 $ 48.01 6.52 $ 463,953 Exercisable as of January 31, 2021 4,326 $ 31.20 5.20 $ 339,848 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 7,307,484 at January 31, 2021. In June 2020, the Compensation Committee of the Company’s Board of Directors approved the grant to A. Jayson Adair, the Company’s Chief Executive Officer, of nonqualified stock options to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $85.04 per share, which equaled the closing price of the Company’s common stock on June 12, 2020, the effective date of grant. The option will become exercisable over five years, subject to continued service by Mr. Adair, with 20% vesting on June 12, 2021, and the balance vesting monthly over the subsequent four years. Separate and apart from the time-based vesting schedule, the options are also subject to market based vesting, such that no options will be exercisable unless and until the average closing price in trading of Copart, Inc., common stock on the NASDAQ Global Select Market is greater than or equal to $106.30 per share (which is an amount equivalent to 125% of the exercise price of the options) for a period of 20 consecutive trading days. The market based vesting condition was satisfied in the first quarter of fiscal 2021. The option held by Mr. Adair will become fully vested, assuming continued service by Mr. Adair on June 12, 2025. The fair value of each option at the date of grant using the Monte Carlo simulation model was $25.47, with an expected life of 7.64 years, a risk-free interest rate of 0.71%, estimated volatility of 25.2%, and no expected dividends. The total estimated compensation expense to be recognized by the Company over the five year estimated service period for these options is $25.5 million and will be recognized using the accelerated attribution method over each vesting tranche of the award. The Company recognized $7.6 million in compensation expense for this grant in the six months ended January 31, 2021. The table below sets forth the stock-based compensation recognized by the Company for stock options, restricted stock, and restricted unit awards: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 General and administrative $ 7,051 $ 4,704 $ 14,433 $ 9,145 Yard operations 1,814 1,437 3,345 2,529 Total stock-based compensation $ 8,865 $ 6,141 $ 17,778 $ 11,674 In accordance with ASC 718 , Compensation – Stock Compensation , the Company made an estimate of expected forfeitures and recognized compensation cost only for those equity awards expected to vest. The Company’s restricted stock awards (“RSA”) and restricted stock unit awards (“RSU”) have generally been issued with vesting periods ranging from two years to five years and vest solely on service conditions. Accordingly, the Company recognizes compensation expense for RSA and RSU awards on a straight-line basis over the requisite service period of the award. The following is a summary of activity for the Company’s RSA’s and RSU’s for the six months ended January 31, 2021: (In thousands, except per share data) Restricted Shares Weighted Average Grant Date Fair Value Outstanding as of July 31, 2020 105 $ 69.86 Grants 26 115.58 Vested (21) 70.71 Forfeitures or expirations (5) 61.79 Outstanding as of January 31, 2021 105 $ 41.92 |
Stock Repurchases
Stock Repurchases | 6 Months Ended |
Jan. 31, 2021 | |
Equity [Abstract] | |
Common Stock Repurchases | NOTE 10 – Stock Repurchases On September 22, 2011, the Company’s Board of Directors approved an 80 million share increase in the stock repurchase program, bringing the total current authorization to 196 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time. The Company did not repurchase any shares of its common stock under the program during the six months ended January 31, 2021 or 2020. As of January 31, 2021, the total number of shares repurchased under the program was 114,549,198, and 81,450,802 shares were available for repurchase under the program. In fiscal 2020, the Company's Chief Executive Officer exercised all of his vested stock options through a cashless exercise. A portion of the options exercised were net settled in satisfaction of the exercise price. The Company remitted $101.3 million during the six months ended January 31, 2020, to the proper taxing authorities in satisfaction of the employee’s statutory withholding requirements. The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Employee Stock-Based Tax Withholding (in 000s) FY 2020—Q1 4,000,000 $ 17.81 865,719 1,231,595 1,902,686 $ 82.29 $ 101,348 (1) Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program. |
Income Taxes
Income Taxes | 6 Months Ended |
Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – Income Taxes The Company’s effective income tax rates were 23.4% and 17.7% for the three months ended January 31, 2021 and 2020, respectively, and 21.1% and 5.0% for the six months ended January 31, 2021 and 2020, respectively. The effective tax rates in the current and prior year were impacted by the recognition of excess tax benefits from the exercise of employee stock options of $2.2 million and $14.8 million for the three months ended January 31, 2021 and 2020, respectively, and $13.9 million and $77.2 million for the six months ended January 31, 2021 and 2020, respectively. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | NOTE 12 – Recent Accounting Pronouncements Pending In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company’s adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated results of operations and financial position. Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). ASU 2017-04 amends the requirement that entities compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, entities should perform their annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment if the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 was effective for fiscal years beginning after December 15, 2019. The Company’s adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated results of operations and financial position. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . ASU 2016-13 requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than the previous incurred loss approach, which required waiting to recognize a loss until it was probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. This pronouncement was effective for fiscal years beginning after December 15, 2019, and was required to be applied on a modified retrospective basis. The Company’s adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated results of operations, financial position, and related disclosures. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 13 – Legal Proceedings The Company is subject to threats of litigation and is involved in actual litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, contract disputes, and handling or disposal of vehicles. There are no material pending legal proceedings to which the Company is a party, or with respect to which any of the Company’s property is subject. |
Segments and Other Geographic R
Segments and Other Geographic Reporting Segment Reporting | 6 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 14 – Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues and operating income. The following table presents financial information by segment: Three Months Ended January 31, 2021 Three Months Ended January 31, 2020 (In thousands) United States International Total United States International Total Service revenues $ 465,423 $ 67,178 $ 532,601 $ 447,345 $ 62,689 $ 510,034 Vehicle sales 52,500 31,930 84,430 35,392 29,714 65,106 Total service revenues and vehicle sales 517,923 99,108 617,031 482,737 92,403 575,140 Yard operations 199,107 36,797 235,904 219,278 38,073 257,351 Cost of vehicle sales 48,601 25,028 73,629 33,887 24,013 57,900 General and administrative 40,763 8,514 49,277 40,583 9,414 49,997 Operating income $ 229,452 $ 28,769 $ 258,221 $ 188,989 $ 20,903 $ 209,892 Depreciation and amortization $ 27,745 $ 3,647 $ 31,392 $ 21,728 $ 2,554 $ 24,282 Capital expenditures 121,595 14,526 136,121 261,258 7,301 268,559 Six Months Ended January 31, 2021 Six Months Ended January 31, 2020 (In thousands) United States International Total United States International Total Service revenues $ 915,658 $ 132,315 $ 1,047,973 $ 878,148 $ 119,742 $ 997,890 Vehicle sales 99,520 62,478 161,998 68,753 62,921 131,674 Total service revenues and vehicle sales 1,015,178 194,793 1,209,971 946,901 182,663 1,129,564 Yard operations 393,526 74,189 467,715 424,108 74,034 498,142 Cost of vehicle sales 90,107 47,882 137,989 64,959 51,705 116,664 General and administrative 80,501 16,951 97,452 81,171 18,304 99,475 Operating income $ 451,044 $ 55,771 $ 506,815 $ 376,663 $ 38,620 $ 415,283 Depreciation and amortization $ 53,907 $ 6,434 $ 60,341 $ 42,337 $ 4,959 $ 47,296 Capital expenditures 244,054 39,160 283,214 374,631 25,721 400,352 January 31, 2021 July 31, 2020 (In thousands) United States International Total United States International Total Total assets $ 3,287,453 $ 646,985 $ 3,934,438 $ 2,904,216 $ 551,045 $ 3,455,261 Goodwill 262,423 84,543 346,966 262,423 81,199 343,622 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring nature considered necessary for fair presentation of its financial position as of January 31, 2021 and July 31, 2020, its consolidated statements of income, comprehensive income and stockholders’ equity for the three and six months ended January 31, 2021 and 2020, and its cash flows for the six months ended January 31, 2021 and 2020. Interim results for the three and six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2021. These consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020. Certain prior year amounts have been reclassified to conform to current year presentation. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments 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; income taxes; stock-based compensation; purchase price allocations; and contingencies. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. Service revenue and vehicle sales revenue are recognized at the date the vehicles are sold at auction, excluding annual registration fees. Costs to prepare the vehicles for auction, including inbound transportation costs and titling fees, are deferred and recognized at the time of revenue recognition at auction. The Company’s disaggregation between service revenues and vehicle sales at the segment level reflects how the nature, timing, amount and uncertainty of its revenues and cash flows are impacted by economic factors. The Company reports sales taxes on relevant transactions on a net basis in the Company’s consolidated results of operations, and therefore does not include sales taxes in revenues or costs. Service revenues The Company’s service revenue consists of auction and auction related sales transaction fees charged for vehicle remarketing services. Within this revenue category, the Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. These auction and auction related services may include a combination of vehicle purchasing fees, vehicle listing fees, and vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price driven fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from the Company’s facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees. These services are not distinct within the context of the contract. Accordingly, revenue for these services is recognized when the single performance obligation is satisfied at the completion of the auction process. The Company does not take ownership of these consigned vehicles, which are stored at the Company’s facilities located throughout the U.S. and at its international locations. These fees are recognized as net revenue (not gross vehicle selling price) at the time of auction in the amount of such fees charged. The Company has a separate performance obligation related to providing access to its online auction platform as the Company charges members an annual registration fee for the right to participate in its online auctions and access the Company’s bidding platform. This fee is recognized ratably over the term of the arrangement, generally one year, as each day of access to the online auction platform represents the best depiction of the transfer of the service. No provision for returns has been established, as all sales are final with no right of return or warranty, although the Company provides for credit loss expense in the case of non-performance by its buyers or sellers. Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Service revenues United States $ 465,423 $ 447,345 $ 915,658 $ 878,148 International 67,178 62,689 132,315 119,742 Total service revenues $ 532,601 $ 510,034 $ 1,047,973 $ 997,890 Vehicle sales Certain vehicles are purchased and remarketed on the Company’s own behalf. The Company has a single performance obligation related to the sale of these vehicles, which is the completion of the online auction process. Vehicle sales revenue is recognized on the auction date. As the Company acts as a principal in vehicle sales transactions, the gross sales price at auction is recorded as revenue. Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Vehicle sales United States $ 52,500 $ 35,392 $ 99,520 $ 68,753 International 31,930 29,714 62,478 62,921 Total vehicle sales $ 84,430 $ 65,106 $ 161,998 $ 131,674 Contract assets |
Vehicle Pooling Costs | Vehicle Pooling CostsThe Company defers costs that relate directly to the fulfillment of its contracts 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 inbound transportation costs, titling fees, certain facility costs, labor, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed into yard operations expenses as vehicles are sold in subsequent periods on an average cost basis. |
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 British pound, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar are the functional currencies of the Company’s foreign subsidiaries as they are the primary currencies within the economic environment in which each subsidiary operates. The original equity investment in the respective subsidiaries is translated at historical rates. Assets and liabilities of the respective subsidiary’s operations are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated into U.S. dollars at average exchange rates in effect during each reporting period. Adjustments resulting from the translation of each subsidiary’s financial statements are reported in other comprehensive income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in U.S. GAAP. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level I Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level II Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level III Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate. The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, and amounts outstanding under the Revolving Loan Facility approximated their fair values as of January 31, 2021 and July 31, 2020, 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 6 – Long-Term Debt and Note 7 – Fair Value Measures . |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted CashThe 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, cash equivalents, and restricted cash include cash held in checking, domestic certificates of deposit, U.S. Treasury Bills, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash, cash equivalents, and restricted cash are placed with high credit quality financial institutions. |
Segments and Other Geographic Reporting | The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues and operating income. |
Capitalized Software Costs | Capitalized Software CostsThe Company capitalizes system development costs and website development costs related to the enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three |
Recent Accounting Pronouncements | Pending In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company’s adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated results of operations and financial position. Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). ASU 2017-04 amends the requirement that entities compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, entities should perform their annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment if the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 was effective for fiscal years beginning after December 15, 2019. The Company’s adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated results of operations and financial position. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . ASU 2016-13 requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than the previous incurred loss approach, which required waiting to recognize a loss until it was probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. This pronouncement was effective for fiscal years beginning after December 15, 2019, and was required to be applied on a modified retrospective basis. The Company’s adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated results of operations, financial position, and related disclosures. |
Segment Reporting (Policies)
Segment Reporting (Policies) | 6 Months Ended |
Jan. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting, Policy | The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues and operating income. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Accounting Policies [Abstract] | |
Contract with Customer, Asset and Liability | The change in the carrying amount of contract assets was as follows (In thousands): Balance as of July 31, 2020 $ 10,080 Capitalized contract assets during the period 100 Costs amortized during the period (1,681) Effect of foreign currency exchange rates 197 Balance as of January 31, 2021 $ 8,696 |
Schedule of Foreign Currency Translation | The cumulative effects of foreign currency exchange rate fluctuations were as follows (In thousands): Cumulative loss on foreign currency translation as of July 31, 2019 $ (132,529) Gain on foreign currency translation 11,441 Cumulative loss on foreign currency translation as of July 31, 2020 $ (121,088) Gain on foreign currency translation 14,368 Cumulative loss on foreign currency translation as of January 31, 2021 $ (106,720) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable, net consisted of: (In thousands) January 31, 2021 July 31, 2020 Advance charges receivable $ 368,360 $ 260,196 Trade accounts receivable 98,412 94,281 Other receivables 2,587 2,120 469,359 356,597 Less: Allowance for credit loss (6,954) (6,390) Accounts receivable, net $ 462,405 $ 350,207 |
Property and Equipment, Net P_2
Property and Equipment, Net Property and Equipment, Net (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following: (In thousands) January 31, 2021 July 31, 2020 Land $ 1,378,632 $ 1,235,315 Buildings and improvements 1,040,993 932,976 Transportation and other equipment 301,333 274,422 Office furniture and equipment 75,184 70,926 Software 60,043 52,621 2,856,185 2,566,260 Less: Accumulated depreciation and amortization (680,839) (624,541) Property and equipment, net $ 2,175,346 $ 1,941,719 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | Components of lease expense were as follows: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Operating lease expense $ 7,024 $ 7,706 $ 14,281 $ 15,682 Finance lease expense: Amortization of right-of-use assets 167 157 334 312 Interest on finance lease liabilities 23 7 44 14 Short-term lease expense 1,023 1,297 2,268 3,292 Variable lease expense 395 675 934 819 Total lease expense $ 8,632 $ 9,842 $ 17,861 $ 20,119 |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Supplemental cash flow information related to leases as of January 31, 2021 were as follows: Six Months Ended January 31, (In thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 14,597 $ 14,797 Operating cash flows related to finance leases 17 14 Financing cash flows related to finance leases 622 312 Right-of-use assets obtained in exchange for new operating lease liabilities 12,812 13,601 Right-of-use assets obtained in exchange for new finance lease liabilities 6,251 — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of aggregate amortization expense on intangible assets | The following table sets forth amortizable intangible assets by major asset class: (In thousands) January 31, 2021 July 31, 2020 Amortized intangibles: Supply contracts and customer relationships $ 50,580 $ 50,600 Trade names 23,700 23,635 Licenses and databases 7,652 7,630 Accumulated amortization (37,662) (34,093) Net intangibles $ 44,270 $ 47,772 |
Schedule of change in carrying amount of goodwill (in thousands) | The change in the carrying amount of goodwill was as follows (In thousands): Balance as of July 31, 2020 $ 343,622 Effect of foreign currency exchange rates 3,344 Balance as of January 31, 2021 $ 346,966 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Financial Assets and Liabilities | The following table summarizes the carrying values and fair values of the Company’s financial instruments that were not carried at fair value in the consolidated balance sheets: January 31, 2021 July 31, 2020 (In thousands) Carrying Value Total Fair Value Total Carrying Value Total Fair Value Total Assets Cash equivalents $ 308,019 $ 308,027 $ 11,483 $ 11,483 Total Assets $ 308,019 $ 308,027 $ 11,483 $ 11,483 Liabilities Long-term fixed rate debt, including current portion $ 399,716 $ 435,998 $ 399,698 $ 449,731 Total Liabilities $ 399,716 $ 435,998 $ 399,698 $ 449,731 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of basic weighted shares outstanding to diluted weighted average shares outstanding | The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 Weighted average common shares outstanding 236,152 232,671 235,971 231,920 Effect of dilutive securities 4,128 5,799 4,153 6,646 Weighted average common and dilutive potential common shares outstanding 240,280 238,470 240,124 238,566 |
Stock-based Payment Compensat_2
Stock-based Payment Compensation (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of option activity for stock options | The following is a summary of activity for the Company’s stock options for the six months ended January 31, 2021: (In thousands, except per share and term data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding as of July 31, 2020 8,059 $ 41.44 6.72 $ 417,529 Grants of options 550 108.41 Exercises (889) 25.99 Forfeitures or expirations (212) 47.14 Outstanding as of January 31, 2021 7,508 $ 48.01 6.52 $ 463,953 Exercisable as of January 31, 2021 4,326 $ 31.20 5.20 $ 339,848 |
Recognized stock-based compensation expense | The table below sets forth the stock-based compensation recognized by the Company for stock options, restricted stock, and restricted unit awards: Three Months Ended January 31, Six Months Ended January 31, (In thousands) 2021 2020 2021 2020 General and administrative $ 7,051 $ 4,704 $ 14,433 $ 9,145 Yard operations 1,814 1,437 3,345 2,529 Total stock-based compensation $ 8,865 $ 6,141 $ 17,778 $ 11,674 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following is a summary of activity for the Company’s RSA’s and RSU’s for the six months ended January 31, 2021: (In thousands, except per share data) Restricted Shares Weighted Average Grant Date Fair Value Outstanding as of July 31, 2020 105 $ 69.86 Grants 26 115.58 Vested (21) 70.71 Forfeitures or expirations (5) 61.79 Outstanding as of January 31, 2021 105 $ 41.92 |
Stock Repurchases (Tables)
Stock Repurchases (Tables) | 6 Months Ended | |
Jan. 31, 2021 | ||
Equity [Abstract] | ||
Summary of stock options exercised | The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Employee Stock-Based Tax Withholding (in 000s) FY 2020—Q1 4,000,000 $ 17.81 865,719 1,231,595 1,902,686 $ 82.29 $ 101,348 | [1] |
[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. |
Segments and Other Geographic_2
Segments and Other Geographic Reporting Segment Reporting (Tables) | 6 Months Ended |
Jan. 31, 2021 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table presents financial information by segment: Three Months Ended January 31, 2021 Three Months Ended January 31, 2020 (In thousands) United States International Total United States International Total Service revenues $ 465,423 $ 67,178 $ 532,601 $ 447,345 $ 62,689 $ 510,034 Vehicle sales 52,500 31,930 84,430 35,392 29,714 65,106 Total service revenues and vehicle sales 517,923 99,108 617,031 482,737 92,403 575,140 Yard operations 199,107 36,797 235,904 219,278 38,073 257,351 Cost of vehicle sales 48,601 25,028 73,629 33,887 24,013 57,900 General and administrative 40,763 8,514 49,277 40,583 9,414 49,997 Operating income $ 229,452 $ 28,769 $ 258,221 $ 188,989 $ 20,903 $ 209,892 Depreciation and amortization $ 27,745 $ 3,647 $ 31,392 $ 21,728 $ 2,554 $ 24,282 Capital expenditures 121,595 14,526 136,121 261,258 7,301 268,559 Six Months Ended January 31, 2021 Six Months Ended January 31, 2020 (In thousands) United States International Total United States International Total Service revenues $ 915,658 $ 132,315 $ 1,047,973 $ 878,148 $ 119,742 $ 997,890 Vehicle sales 99,520 62,478 161,998 68,753 62,921 131,674 Total service revenues and vehicle sales 1,015,178 194,793 1,209,971 946,901 182,663 1,129,564 Yard operations 393,526 74,189 467,715 424,108 74,034 498,142 Cost of vehicle sales 90,107 47,882 137,989 64,959 51,705 116,664 General and administrative 80,501 16,951 97,452 81,171 18,304 99,475 Operating income $ 451,044 $ 55,771 $ 506,815 $ 376,663 $ 38,620 $ 415,283 Depreciation and amortization $ 53,907 $ 6,434 $ 60,341 $ 42,337 $ 4,959 $ 47,296 Capital expenditures 244,054 39,160 283,214 374,631 25,721 400,352 January 31, 2021 July 31, 2020 (In thousands) United States International Total United States International Total Total assets $ 3,287,453 $ 646,985 $ 3,934,438 $ 2,904,216 $ 551,045 $ 3,455,261 Goodwill 262,423 84,543 346,966 262,423 81,199 343,622 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Service revenues and vehicle sales: | $ 617,031 | $ 575,140 | $ 1,209,971 | $ 1,129,564 | |
Cumulative Translation Adjustment Summary [Roll Forward] | |||||
Cumulative loss on foreign currency translation, beginning balance | (121,088) | (132,529) | $ (132,529) | ||
(Loss) Gain on foreign currency translation | 14,368 | 11,441 | |||
Cumulative loss on foreign currency translation, ending balance | (106,720) | (106,720) | $ (121,088) | ||
Service revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenues and vehicle sales: | 532,601 | 510,034 | 1,047,973 | 997,890 | |
Vehicle sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenues and vehicle sales: | $ 84,430 | $ 65,106 | $ 161,998 | $ 131,674 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021USD ($)Segment | Jul. 31, 2020USD ($) | |
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 10,080 | |
Capitalized Contract Cost, Gross | 100 | |
Capitalized Contract Cost, Amortization | (1,681) | |
Indefinite-lived Intangible Assets, Foreign Currency Translation Gain (Loss) | 197 | |
Contract with Customer, Asset, after Allowance for Credit Loss | 8,696 | |
Capitalized software costs | 60,000 | $ 52,600 |
Accumulated amortization expense | $ 39,900 | $ 33,500 |
Number of operating segments | Segment | 2 | |
Number of reportable segment | Segment | 2 | |
Minimum | Software | ||
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum | Software | ||
Description Of Business and Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years |
Accounts Receivable Accounts Re
Accounts Receivable Accounts Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021 | Jul. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue, Practical Expedient, Financing Component [true false] | true | |
Accounts Receivable, before Allowance for Credit Loss, Current | $ 469,359 | $ 356,597 |
Less: Allowance for credit loss | 6,954 | 6,390 |
Accounts receivable, net | 462,405 | 350,207 |
Advance charges receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, before Allowance for Credit Loss, Current | 368,360 | 260,196 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, before Allowance for Credit Loss, Current | 98,412 | 94,281 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, before Allowance for Credit Loss, Current | $ 2,587 | $ 2,120 |
Property and Equipment, Net P_3
Property and Equipment, Net Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | $ 2,856,185 | $ 2,856,185 | $ 2,566,260 | ||
Less: Accumulated depreciation and amortization | (680,839) | (680,839) | (624,541) | ||
Property, Plant and Equipment, Net | 2,175,346 | 2,175,346 | 1,941,719 | ||
Depreciation | 29,700 | $ 22,000 | 56,800 | $ 42,500 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | 1,378,632 | 1,378,632 | 1,235,315 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | 1,040,993 | 1,040,993 | 932,976 | ||
Transportation and other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | 301,333 | 301,333 | 274,422 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | 75,184 | 75,184 | 70,926 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment | $ 60,043 | $ 60,043 | $ 52,621 |
Leases Lease Cost (Details)
Leases Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease expense | $ 7,024 | $ 7,706 | $ 14,281 | $ 15,682 | |
Amortization of right-of-use assets | 167 | 157 | 334 | 312 | |
Interest on finance lease liabilities | 23 | 7 | 44 | 14 | |
Short-term lease expense | 1,023 | 1,297 | 2,268 | 3,292 | |
Variable lease expense | 395 | 675 | 934 | 819 | |
Total lease expense | 8,632 | $ 9,842 | 17,861 | $ 20,119 | |
Operating lease right-of-use assets | 107,602 | 107,602 | $ 118,455 | ||
Current portion of operating lease liabilities | 22,554 | 22,554 | 24,821 | ||
Operating lease liabilities, net of current portion | $ 85,307 | $ 85,307 | $ 95,584 |
Leases Supplemental Cash Flow D
Leases Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating cash flows related to operating leases | $ 14,597 | $ 14,797 |
Operating cash flows related to finance leases | 17 | 14 |
Financing cash flows related to finance leases | 622 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 12,812 | 13,601 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 6,251 | 0 |
Technology Equipment | ||
Lessee, Lease, Description [Line Items] | ||
Financing cash flows related to finance leases | $ 312 |
Leases Lessor (Details)
Leases Lessor (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||||
Property Subject to or Available for Operating Lease, Gross | $ 57.9 | $ 57.9 | $ 64.8 | ||
Property Subject to or Available for Operating Lease, Accumulated Depreciation | 1.6 | 1.6 | $ 0.9 | ||
Operating Lease, Lease Income | $ 3.6 | $ 0.6 | $ 7.2 | $ 0.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Effect of foreign currency exchange rates | $ 3,344 | ||||
Amortization of Intangible Assets | $ 1,700 | $ 2,300 | 3,500 | $ 4,800 | |
Amortized intangibles: | |||||
Accumulated amortization | (37,662) | (37,662) | $ (34,093) | ||
Net intangibles | 44,270 | 44,270 | 47,772 | ||
Supply contracts and customer relationships | |||||
Amortized intangibles: | |||||
Gross carrying amount | 50,580 | 50,580 | 50,600 | ||
Trade names | |||||
Amortized intangibles: | |||||
Gross carrying amount | 23,700 | 23,700 | 23,635 | ||
Licenses and databases | |||||
Amortized intangibles: | |||||
Gross carrying amount | $ 7,652 | $ 7,652 | $ 7,630 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) $ in Thousands | 6 Months Ended |
Jan. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of July 31, 2020 | $ 343,622 |
Effect of foreign currency exchange rates | 3,344 |
Balance as of January 31, 2021 | $ 346,966 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Aggregate amortization expense | $ 1.7 | $ 2.3 | $ 3.5 | $ 4.8 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Jan. 31, 2021 | Jul. 21, 2016 | Mar. 15, 2016 | Jul. 21, 2016 | Jan. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2016 | Dec. 03, 2014 |
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Mar. 15, 2021 | ||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.50% | ||||||||
Scenario 3 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term Debt | not to exceed $50.0 million | ||||||||
Scenario 4 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term Debt | not less than $75.0 million | ||||||||
Credit Agreement | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Dec. 3, 2019 | ||||||||
Note Purchase Agreement | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 400 | ||||||||
Note Purchase Agreement | Senior Notes, Series A | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate | 4.07% | ||||||||
Note Purchase Agreement | Senior Notes, Series B | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate | 4.19% | ||||||||
Note Purchase Agreement | Senior Notes, Series C | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate | 4.25% | ||||||||
Note Purchase Agreement | Senior Notes, Series D | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate | 4.35% | ||||||||
Senior Notes, Series A [Member] | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 100 | ||||||||
Senior Notes, Series B [Member] | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Face Amount | 100 | ||||||||
Senior Notes, Series C [Member] | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Face Amount | 100 | ||||||||
Senior Notes, Series D [Member] | Senior Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Face Amount | 100 | ||||||||
Eurodollar [Member] | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.75% | 0.75% | |||||||
Wells Fargo and Bank of America, N.A. | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayments of Lines of Credit | $ 242.5 | ||||||||
Wells Fargo and Bank of America, N.A. | Credit Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 300 | ||||||||
Wells Fargo and Bank of America, N.A. | Credit Agreement | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 300 | ||||||||
Wells Fargo and Bank of America, N.A. | First Amendment To Credit Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 350 | ||||||||
Line of Credit Facility, Increase (Decrease), Net | 50 | ||||||||
Wells Fargo and Bank of America, N.A. | First Amendment To Credit Agreement | Term Loan Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 93.8 | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Revolving Credit Facility | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding borrowings | $ 0 | $ 0 | $ 0 | $ 0 | |||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Scenario 3 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | not to exceed $50.0 million | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Scenario 4 | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms | not less than $75.0 million | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Second Amendment To Credit Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 500 | $ 500 | $ 850 | ||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Federal Funds Effective Swap Rate | Credit Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.50% | ||||||||
WellsFargo,NationalAssociation,SunTrustBankandBankofAmerica,N.A. | Eurodollar [Member] | Credit Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.00% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maturity date | Jul. 21, 2023 | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Revolving Credit Facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Revolving Credit Facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | First Amended and Restated Credit Agreement [Member] | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,050 | $ 1,050 | $ 1,050 | ||||||
Line of Credit Facility, Increase (Decrease), Net | $ 200 | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Eurodollar [Member] | Revolving Credit Facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.50% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Eurodollar [Member] | Revolving Credit Facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 2.25% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Base Rate [Member] | Revolving Credit Facility | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 0.50% | ||||||||
WellsFargo,NationalAssociation,TruistBank,BMOHarrisBankN.A.,SantanderBankN.A.,andBankofAmerica,N.A. [Member] | Base Rate [Member] | Revolving Credit Facility | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Applicable interest rate added to reference rate in order to compute variable interest rate | 1.25% |
Long-Term Debt Leverage Ratios
Long-Term Debt Leverage Ratios (Details) $ in Millions | 6 Months Ended |
Jan. 31, 2021USD ($) | |
Line of Credit Facility [Line Items] | |
Total Consolidated Net Leverage Ratio | (15.00%) |
Minimum Liquidity | $ 1,600 |
Scenario 1 | |
Line of Credit Facility [Line Items] | |
Note Agreement, Covenant Terms | 325.00% |
Line of Credit Facility, Covenant Terms 1 | 325.00% |
Scenario 2 | |
Line of Credit Facility [Line Items] | |
Note Agreement, Covenant Terms | 350.00% |
Line of Credit Facility, Covenant Terms 1 | 350.00% |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Jan. 31, 2021 | Jul. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 308,019 | $ 11,483 |
Total Liabilities | 399,716 | 399,698 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, at Carrying Value | 308,019 | 11,483 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 308,027 | 11,483 |
Assets, Fair Value Disclosure | 308,027 | 11,483 |
Total Liabilities | 435,998 | 449,731 |
Fixed Rate Debt | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | 399,716 | 399,698 |
Fixed Rate Debt | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term variable rate debt, including current portion | 435,998 | 449,731 |
Long-term fixed rate debt, including current portion | $ 435,998 | $ 449,731 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding | 236,152 | 232,671 | 235,971 | 231,920 |
Effect of dilutive securities | 4,128 | 5,799 | 4,153 | 6,646 |
Weighted average common and dilutive potential common shares outstanding | 240,280 | 238,470 | 240,124 | 238,566 |
Net Income Per Share (Details T
Net Income Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options excluded from the calculation of dilutive earnings per share | 550,000 | 150,000 | 1,900,000 | 200,000 |
Stock-based Payment Compensat_3
Stock-based Payment Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 | |
Shares | |||||
Outstanding as of July 31, 2020 | 8,059,000 | ||||
Grants of options (in shares) | 550,000 | ||||
Exercises (in shares) | (889,000) | ||||
Forfeitures or expirations (in shares) | (212,000) | ||||
Outstanding as of January 31, 2021 | 7,508,000 | 7,508,000 | 8,059,000 | ||
Exercisable as of January 31, 2021 | 4,326,000 | 4,326,000 | |||
Weighted Average Exercise Price | |||||
Outstanding as of July 31, 2020 | $ 41.44 | ||||
Grants of options (in dollars per share) | 108.41 | ||||
Exercises (in dollars per share) | 25.99 | ||||
Forfeitures (in dollars per share) | (47.14) | ||||
Outstanding as of January 31, 2021 | $ 48.01 | 48.01 | $ 41.44 | ||
Exercisable as of January 31, 2021 | $ 31.20 | $ 31.20 | |||
Weighted Average Remaining Contractual Term (In years) | |||||
Outstanding as of July 31, 2020 | 6 years 8 months 19 days | ||||
Outstanding as of January 31, 2021 | 6 years 6 months 7 days | ||||
Exercisable as of January 31, 2021 | 5 years 2 months 12 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding as of July 31, 2020 | $ 417,529 | ||||
Outstanding as of January 31, 2021 | $ 463,953 | 463,953 | $ 417,529 | ||
Exercisable as of January 31, 2021 | $ 339,848 | $ 339,848 | |||
Restricted Shares | |||||
Outstanding as of July 31, 2020 | 105,000 | ||||
Grants of restricted stock (in shares) | 26,000 | ||||
Vested restricted stock (in shares) | (21,000) | ||||
Forfeited restricted stock (in shares) | (5,000) | ||||
Outstanding as of January 31, 2021 | 105,000 | 105,000 | 105,000 | ||
Granted restricted stock, Weighted Average Grant Date Fair Value | $ 115.58 | ||||
Vested restricted stock, Weighted Average Grant Date Fair Value | 70.71 | ||||
Forfeited restricted stock, Weighted Average Grant Date Fair Value | 61.79 | ||||
Outstanding as of January 31, 2021, Weighted Average Grant Date Fair Value | $ 41.92 | 41.92 | $ 69.86 | ||
Outstanding as of July 31, 2020, Weighted Average Grant Date Fair Value | $ 69.86 | ||||
Total stock-based compensation | $ 8,865 | $ 6,141 | $ 17,778 | $ 11,674 | |
Restricted Stock [Member] | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Restricted Shares | |||||
Award vesting period | 2 years | ||||
Restricted Stock [Member] | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Restricted Shares | |||||
Award vesting period | 5 years |
Stock-based Payment Compensat_4
Stock-based Payment Compensation (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 8,865 | $ 6,141 | $ 17,778 | $ 11,674 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 7,051 | 4,704 | 14,433 | 9,145 |
Yard Operations | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 1,814 | $ 1,437 | $ 3,345 | $ 2,529 |
Stock-based Payment Compensat_5
Stock-based Payment Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 31, 2020 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Number of stock options exercised | 889,000 | |||||
Stock Based Compensation (Textual) | ||||||
Shares available for calculating intrinsic value (in shares) | 7,307,484 | |||||
Deferred compensation arrangement with individual - requisite service period | 5 years | |||||
Total stock-based compensation | $ 8,865 | $ 6,141 | $ 17,778 | $ 11,674 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 106.30 | |||||
Stock price increase threshold [Member] | ||||||
Stock Based Compensation (Textual) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 125 | |||||
Number of days threshold [Member] | ||||||
Stock Based Compensation (Textual) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 20 | |||||
Award Date [Domain] | ||||||
Stock Based Compensation (Textual) | ||||||
Nonqualified stock options to purchase of shares, exercise price | $ 85.04 | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 25,500 | 25,500 | ||||
Award Date [Domain] | Valuation Technique, Option Pricing Model [Member] | ||||||
Stock Based Compensation (Textual) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 25.47 | |||||
Award Date [Domain] | Chief Executive Officer [Member] | ||||||
Stock Based Compensation (Textual) | ||||||
Nonqualified stock options to purchase of shares | 1,000,000 | |||||
Total stock-based compensation | $ 7,600 | |||||
Employee Stock Option | Valuation Technique, Option Pricing Model [Member] | ||||||
Stock Based Compensation (Textual) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Monte Carlo simulation model | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.71% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 25.20% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Employee Stock Option | Valuation Technique, Option Pricing Model [Member] | Minimum | ||||||
Stock Based Compensation (Textual) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 7 months 20 days | |||||
Restricted Stock [Member] | Minimum | ||||||
Stock Based Compensation (Textual) | ||||||
Award vesting period | 2 years | |||||
Restricted Stock [Member] | Maximum | ||||||
Stock Based Compensation (Textual) | ||||||
Award vesting period | 5 years |
Stock Repurchases (Details)
Stock Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2019 | Jan. 31, 2021 | Jan. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Options Exercised | 889,000 | ||
Weighted Average Exercise Price | $ 25.99 | ||
Employee Stock-Based Tax Withholding (in 000s) | $ 101,300 | ||
Chief Executive Officer [Member] | Common Stock | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Options Exercised | 4,000,000 | ||
Weighted Average Exercise Price | $ 17.81 | ||
Shares Net Settled for Exercise | 865,719 | ||
Shares Withheld for Taxes(1) | 1,231,595 | ||
Net Shares to Employees | 1,902,686 | ||
Weighted Average Share Price for Withholding | $ 82.29 | ||
Employee Stock-Based Tax Withholding (in 000s) | $ 101,348 |
Stock Repurchases (Details Text
Stock Repurchases (Details Textual) - shares | 6 Months Ended | 232 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2021 | Sep. 22, 2011 | |
Number of stock options exercised | 889,000 | ||
Stock Repurchase Program 2011 | |||
Stock Repurchase Program Additional Number Of Shares Authorized Approved | 80,000,000 | ||
Stock Repurchased and Retired During Period, Shares | 114,549,198 | ||
Number of shares available for repurchase under stock repurchase program | 81,450,802 | 81,450,802 | |
Common Stock | Stock Repurchase Program 2011 | |||
Common stock authorized for repurchase (in shares) | 196,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Tax benefits recognized provided percentage of likelihood of realization is more than | 50.00% | |||
Share-based Payment Arrangement, Expense, Tax Benefit | $ 2.2 | $ 14.8 | $ 13.9 | $ 77.2 |
Effective Income Tax Rate Reconciliation, Percent | 23.40% | 17.70% | 21.10% | 5.00% |
Segments and Other Geographic_3
Segments and Other Geographic Reporting Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Jan. 31, 2021USD ($)Segment | Jan. 31, 2020USD ($) | Jul. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Operating Segments | Segment | 2 | ||||
Number of Reportable Segments | Segment | 2 | ||||
Service revenues and vehicle sales: | $ 617,031 | $ 575,140 | $ 1,209,971 | $ 1,129,564 | |
Yard operations | 235,904 | 257,351 | 467,715 | 498,142 | |
Cost of vehicle sales | 73,629 | 57,900 | 137,989 | 116,664 | |
General and administrative | 49,277 | 49,997 | 97,452 | 99,475 | |
Operating income | 258,221 | 209,892 | 506,815 | 415,283 | |
Depreciation and amortization | 31,392 | 24,282 | 60,341 | 47,296 | |
Capital expenditures, including acquisitions | 136,121 | 268,559 | 283,214 | 400,352 | |
Total assets | 3,934,438 | 3,934,438 | $ 3,455,261 | ||
Goodwill | 346,966 | 346,966 | 343,622 | ||
Operating Segments | International | International | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 99,108 | 92,403 | 194,793 | 182,663 | |
Yard operations | 36,797 | 38,073 | 74,189 | 74,034 | |
Cost of vehicle sales | 25,028 | 24,013 | 47,882 | 51,705 | |
General and administrative | 8,514 | 9,414 | 16,951 | 18,304 | |
Operating income | 28,769 | 20,903 | 55,771 | 38,620 | |
Depreciation and amortization | 3,647 | 2,554 | 6,434 | 4,959 | |
Capital expenditures, including acquisitions | 14,526 | 7,301 | 39,160 | 25,721 | |
Total assets | 646,985 | 646,985 | 551,045 | ||
Goodwill | 84,543 | 84,543 | 81,199 | ||
Operating Segments | US [Member] | United States | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 517,923 | 482,737 | 1,015,178 | 946,901 | |
Yard operations | 199,107 | 219,278 | 393,526 | 424,108 | |
Cost of vehicle sales | 48,601 | 33,887 | 90,107 | 64,959 | |
General and administrative | 40,763 | 40,583 | 80,501 | 81,171 | |
Operating income | 229,452 | 188,989 | 451,044 | 376,663 | |
Depreciation and amortization | 27,745 | 21,728 | 53,907 | 42,337 | |
Capital expenditures, including acquisitions | 121,595 | 261,258 | 244,054 | 374,631 | |
Total assets | 3,287,453 | 3,287,453 | 2,904,216 | ||
Goodwill | 262,423 | 262,423 | $ 262,423 | ||
Service revenues | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 532,601 | 510,034 | 1,047,973 | 997,890 | |
Service revenues | Operating Segments | International | International | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 67,178 | 62,689 | 132,315 | 119,742 | |
Service revenues | Operating Segments | US [Member] | United States | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 465,423 | 447,345 | 915,658 | 878,148 | |
Vehicle sales | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 84,430 | 65,106 | 161,998 | 131,674 | |
Vehicle sales | Operating Segments | International | International | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | 31,930 | 29,714 | 62,478 | 62,921 | |
Vehicle sales | Operating Segments | US [Member] | United States | |||||
Segment Reporting Information [Line Items] | |||||
Service revenues and vehicle sales: | $ 52,500 | $ 35,392 | $ 99,520 | $ 68,753 |