7fe6553e382c455

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May  31, 2014

 

OR

 

 [    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number:  1-31420

 

CARMAX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

VIRGINIA

54-1821055

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

 

 

12800 TUCKAHOE CREEK PARKWAY, RICHMOND, VIRGINIA

23238

(Address of principal executive offices)

(Zip Code)

 

(804) 747-0422

(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

 

Yes

No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   

 

 

Yes

No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

.

 

 

Large accelerated filer

Accelerated filer

 

 

Non-accelerated filer

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

 

Yes

No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

ClassOutstanding as of June 30, 2014

 

 

 

Common Stock, par value $0.50

 

219,233,886

 

 

 

 

 

Page 1


 

CARMAX, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

 

 

 

 

Page

No.

PART I.

FINANCIAL INFORMATION 

 

 

Item 1.

Financial Statements:

 

 

 

Consolidated Statements of Earnings –

 

 

 

Three Months Ended May 31, 2014 and 2013

3

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income –

 

 

 

Three Months Ended May 31, 2014 and 2013

4

 

 

 

 

 

 

Consolidated Balance Sheets –

 

 

 

May 31, 2014, and February 28, 2014

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows –

 

 

 

Three Months Ended May 31, 2014 and 2013

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements

7

 

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

 

 

24

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36

 

Item 4.

Controls and Procedures

36

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

37

 

Item 1A.

Risk Factors

37

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

Item 6.

Exhibits

38

SIGNATURES

39

EXHIBIT INDEX

40

 

 

 

 

 

 

 

 

Page 2


 

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

(In thousands except per share data)

 

2014

% (1)

 

2013

% (1)

SALES AND OPERATING REVENUES:

 

 

 

 

 

 

Used vehicle sales

$

3,060,341 
81.6 

$

2,701,755 
81.6 

New vehicle sales

 

69,789 
1.9 

 

52,427 
1.6 

Wholesale vehicle sales

 

545,245 
14.5 

 

490,659 
14.8 

Other sales and revenues

 

74,821 
2.0 

 

66,216 
2.0 

NET SALES AND OPERATING REVENUES

 

3,750,196 
100.0 

 

3,311,057 
100.0 

Cost of sales

 

3,248,465 
86.6 

 

2,862,961 
86.5 

GROSS PROFIT 

 

501,731 
13.4 

 

448,096 
13.5 

CARMAX AUTO FINANCE INCOME 

 

94,615 
2.5 

 

87,019 
2.6 

Selling, general and administrative expenses

 

313,446 
8.4 

 

290,189 
8.8 

Interest expense

 

7,601 
0.2 

 

7,878 
0.2 

Other (expense) income

 

(277)

 ―

 

241 

 ―

Earnings before income taxes

 

275,022 
7.3 

 

237,289 
7.2 

Income tax provision

 

105,369 
2.8 

 

90,638 
2.7 

NET EARNINGS 

$

169,653 
4.5 

$

146,651 
4.4 

WEIGHTED AVERAGE COMMON SHARES:

 

 

 

 

 

 

Basic

 

220,268 

 

 

224,618 

 

Diluted

 

223,632 

 

 

228,552 

 

NET EARNINGS PER SHARE:

 

 

 

 

 

 

Basic

$

0.77 

 

$

0.65 

 

Diluted

$

0.76 

 

$

0.64 

 

 

 

 

(1)Calculated as a percentage of net sales and operating revenues and may not equal totals due to rounding.

 

 

 

 

 

   

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 3


 

 

 

 

 

 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

(In thousands)

2014

 

2013

NET EARNINGS

$

169,653 

 

$

146,651 

Other comprehensive income, net of taxes:

 

 

 

 

 

Net change in retirement benefit plan

 

 

 

 

 

unrecognized actuarial losses

 

213 

 

 

256 

Net change in cash flow hedge

 

 

 

 

 

unrecognized losses

 

282 

 

 

2,042 

Other comprehensive income, net of taxes

 

495 

 

 

2,298 

TOTAL COMPREHENSIVE INCOME

$

170,148 

 

$

148,949 

 

  

 

See accompanying notes to consolidated financial statements.

 

Page 4


 

 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

As of May 31

As of February 28

(In thousands except share data)

 

2014

2014

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

532,191 

 

$

627,901 

 

 

Restricted cash from collections on auto loan receivables

 

 

290,653 

 

 

259,299 

 

 

Accounts receivable, net

 

 

97,810 

 

 

79,923 

 

 

Inventory

 

 

1,681,800 

 

 

1,641,424 

 

 

Deferred income taxes

 

 

8,080 

 

 

7,866 

 

 

Other current assets

 

 

26,202 

 

 

26,811 

 

 

TOTAL CURRENT ASSETS 

 

 

2,636,736 

 

 

2,643,224 

 

 

Auto loan receivables, net

 

 

7,547,665 

 

 

7,147,848 

 

 

Property and equipment, net

 

 

1,696,940 

 

 

1,652,977 

 

 

Deferred income taxes

 

 

150,905 

 

 

152,199 

 

 

Other assets

 

 

116,714 

 

 

110,909 

 

 

TOTAL ASSETS 

 

$

12,148,960 

 

$

11,707,157 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

433,115 

 

$

427,492 

 

 

Accrued expenses and other current liabilities

 

 

159,298 

 

 

202,588 

 

 

Accrued income taxes

 

 

94,816 

 

 

2,438 

 

 

Short-term debt

 

 

1,242 

 

 

582 

 

 

Current portion of finance and capital lease obligations

 

 

19,715 

 

 

18,459 

 

 

Current portion of non-recourse notes payable

 

 

253,972 

 

 

223,938 

 

 

TOTAL CURRENT LIABILITIES 

 

 

962,158 

 

 

875,497 

 

 

Finance and capital lease obligations, excluding current portion

 

 

315,762 

 

 

315,925 

 

 

Non-recourse notes payable, excluding current portion

 

 

7,373,003 

 

 

7,024,506 

 

 

Other liabilities

 

 

168,665 

 

 

174,232 

 

 

TOTAL LIABILITIES 

 

 

8,819,588 

 

 

8,390,160 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Common stock, $0.50 par value; 350,000,000 shares authorized;

 

 

 

 

 

 

 

 

218,483,173 and 221,685,984 shares issued and outstanding

 

 

 

 

 

 

 

 

as of May 31, 2014 and February 28, 2014, respectively

 

 

109,242 

 

 

110,843 

 

 

Capital in excess of par value

 

 

1,036,197 

 

 

1,038,209 

 

 

Accumulated other comprehensive loss

 

 

(45,776)

 

 

(46,271)

 

 

Retained earnings

 

 

2,229,709 

 

 

2,214,216 

 

 

TOTAL SHAREHOLDERS’ EQUITY 

 

 

3,329,372 

 

 

3,316,997 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 

 

$

12,148,960 

 

$

11,707,157 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 5


 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

(In thousands)

 

2014

 

2013

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net earnings

 

$

169,653 

 

$

146,651 

 

Adjustments to reconcile net earnings to net cash

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

  Depreciation and amortization

 

 

27,343 

 

 

24,335 

 

  Share-based compensation expense

 

 

15,388 

 

 

22,941 

 

  Provision for loan losses

 

 

15,847 

 

 

11,299 

 

  Provision for cancellation reserves

 

 

21,118 

 

 

9,123 

 

Deferred income tax provision

 

 

771 

 

 

6,695 

 

Loss (gain) on disposition of assets and other

 

 

424 

 –

 

(178)

 

Net (increase) decrease in:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(17,887)

 

 

21,509 

 

Inventory

 

 

(40,376)

 

 

119,613 

 

Other current assets

 

 

664 

 

 

7,293 

 

Auto loan receivables, net

 

 

(415,664)

 

 

(425,827)

 

Other assets

 

 

3,467 

 

 

(2,592)

 

Net increase (decrease) in:

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other current

 

 

 

 

 

 

 

liabilities and accrued income taxes

 

 

40,424 

 

 

533 

 

Other liabilities

 

 

(30,252)

 

 

(18,974)

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(209,080)

 

 

(77,579)

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Capital expenditures

 

 

(53,709)

 

 

(42,045)

 

Proceeds from sales of assets

 

 

 ―

 

 

4,610 

 

Increase in restricted cash from collections on auto loan receivables

 

 

(31,354)

 

 

(16,428)

 

Increase in restricted cash in reserve accounts

 

 

(3,259)

 

 

(2,812)

 

Release of restricted cash from reserve accounts

 

 

 

 

10,011 

 

(Purchases) sales of money market securities, net

 

 

(3,035)

 

 

1,313 

 

Purchases of trading securities

 

 

(2,798)

 

 

(1,161)

 

Sales of trading securities

 

 

32 

 

 

 ―

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(94,119)

 

 

(46,512)

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Increase in short-term debt, net

 

 

660 

 

 

617 

 

Payments on finance and capital lease obligations

 

 

(4,204)

 

 

(3,796)

 

Issuances of non-recourse notes payable

 

 

1,897,000 

 

 

1,774,000 

 

Payments on non-recourse notes payable

 

 

(1,518,469)

 

 

(1,261,735)

 

Repurchase and retirement of common stock

 

 

(171,924)

 

 

(130,215)

 

Equity issuances, net

 

 

120 

 

 

11,204 

 

Excess tax benefits from share-based payment arrangements

 

 

4,306 

 

 

9,919 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

207,489 

 

 

399,994 

 

(Decrease) increase in cash and cash equivalents

 

 

(95,710)

 

 

275,903 

 

Cash and cash equivalents at beginning of year

 

 

627,901 

 

 

449,364 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

532,191 

 

$

725,267 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

Cash paid for interest

 

$

7,642 

 

$

7,927 

 

Cash paid for income taxes

 

$

5,802 

 

$

2,100 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

(Decrease) increase in accrued capital expenditures

 

$

(10,338)

 

$

1,025 

 

Finance lease modifications

 

$

5,297 

 

$

 ―

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 6


 

CARMAX, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

1.Background

 

CarMax, Inc. (“we,” “our,” “us,” “CarMax” and “the company”), including its wholly owned subsidiaries, is the largest retailer of used vehicles in the United States.  We operate in two reportable segments:  CarMax Sales Operations and CarMax Auto Finance (“CAF”).  Our CarMax Sales Operations segment consists of all aspects of our auto merchandising and service operations, excluding financing provided by CAF.  Our CAF segment consists solely of our own finance operation that provides vehicle financing through CarMax superstores.

 

We were the first used vehicle retailer to offer a large selection of high quality used vehicles at low, no-haggle prices using a customer-friendly sales process in an attractive, modern sales facility.  We provide customers with a full range of related products and services, including the appraisal and purchase of vehicles directly from consumers; the financing of vehicle purchases through CAF and third-party financing providers; the sale of extended protection plan (“EPP”) products, which include extended service plans (“ESP”) and guaranteed asset protection (“GAP”); and vehicle repair service.  Vehicles purchased through the appraisal process that do not meet our retail standards are sold to licensed dealers through on-site wholesale auctions.  At select locations we also sell new vehicles under franchise agreements.

 

2.Accounting Policies

 

Basis of Presentation and Use of Estimates.  The accompanying interim unaudited consolidated financial statements include the accounts of CarMax and our wholly owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.  These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, such interim consolidated financial statements reflect all normal recurring adjustments considered necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year.  These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2014.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.  Certain prior year amounts have been reclassified to conform to current years presentation.  Amounts and percentages may not total due to rounding.

 

Cash and Cash Equivalents.  Cash equivalents of $514.7 million as of May 31, 2014, and $607.0 million as of      February 28, 2014, consisted of highly liquid investments with original maturities of three months or less.

 

Restricted Cash from Collections on Auto Loan Receivables.  Cash accounts totaling $290.7 million as of May 31, 2014, and $259.3 million as of February 28, 2014, consisted of collections of principal and interest payments on securitized auto loan receivables that are restricted for payment to the securitization investors pursuant to the applicable securitization agreements.

 

Securitizations.  We maintain a revolving securitization program composed of two warehouse facilities (“warehouse facilities”) that we use to fund auto loan receivables originated by CAF until we elect to fund them through a term securitization or alternative funding arrangement.  We sell the auto loan receivables to a wholly owned, bankruptcy-remote, special purpose entity that transfers an undivided percentage ownership interest in the receivables, but not the receivables themselves, to entities formed by third-party investors.  These entities issue asset-backed commercial paper or utilize other funding sources supported by the transferred receivables, and the proceeds are used to finance the securitized receivables.

 

We typically use term securitizations to provide long-term funding for most of the auto loan receivables initially securitized through the warehouse facilities.  In these transactions, a pool of auto loan receivables is sold to a bankruptcy-remote, special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust.  The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to finance the securitized receivables.

 

Page 7


 

 

We are required to evaluate term securitization trusts for consolidation.  In our capacity as servicer, we have the power to direct the activities of the trusts that most significantly impact the economic performance of the trusts.  In addition, we have the obligation to absorb losses (subject to limitations) and the rights to receive any returns of the trusts, which could be significant.  Accordingly, we are the primary beneficiary of the trusts and are required to consolidate them.

 

We recognize transfers of auto loan receivables into the warehouse facilities and term securitizations (“securitization vehicles”) as secured borrowings, which result in recording the auto loan receivables and the related non-recourse notes payable to the investors on our consolidated balance sheets.

 

The securitized receivables can only be used as collateral to settle obligations of the securitization vehicles.  The securitization vehicles and investors have no recourse to our assets beyond the securitized receivables, the amounts on deposit in reserve accounts and the restricted cash from collections on auto loan receivables.  We have not provided financial or other support to the securitization vehicles that was not previously contractually required, and there are no additional arrangements, guarantees or other commitments that could require us to provide financial support to the securitization vehicles.

 

See Notes 4 and 10 for additional information on auto loan receivables and non-recourse notes payable.

 

Auto Loan Receivables, Net.  Auto loan receivables include amounts due from customers related to retail vehicle sales financed through CAF.  The receivables are presented net of an allowance for estimated loan losses.  The allowance for loan losses represents an estimate of the amount of net losses inherent in our portfolio of managed receivables as of the applicable reporting date and anticipated to occur during the following 12 months.  The allowance is primarily based on the credit quality of the underlying receivables, historical loss trends and forecasted forward loss curves.  We also take into account recent trends in delinquencies and losses, recovery rates and the economic environment.  The provision for loan losses is the periodic expense of maintaining an adequate allowance.

 

An account is considered delinquent when the related customer fails to make a substantial portion of a scheduled payment on or before the due date.  In general, accounts are charged-off on the last business day of the month during which the earliest of the following occurs:  the receivable is 120 days or more delinquent as of the last business day of the month, the related vehicle is repossessed and liquidated, or the receivable is otherwise deemed uncollectible.  For purposes of determining impairment, auto loans are evaluated collectively, as they represent a large group of smaller-balance homogeneous loans, and therefore, are not individually evaluated for impairment.  See Note 4 for additional information on auto loan receivables.

 

Interest income and expenses related to auto loans are included in CAF income.  Interest income on auto loan receivables is recognized when earned based on contractual loan terms.  All loans continue to accrue interest until repayment or charge‑off.  Direct costs associated with loan originations are not considered material, and thus, are expensed as incurred.  See Note 3 for additional information on CAF income.

 

Property and Equipment, Net.  Property and equipment is reported net of accumulated depreciation and amortization of $754.2 million and $730.6 million as of May 31, 2014 and February 28, 2014, respectively.

 

Other Assets.  Other assets includes amounts classified as restricted cash on deposit in reserve accounts and restricted investments.  The restricted cash on deposit in reserve accounts is for the benefit of holders of non-recourse notes payable, and these funds are not expected to be available to the company or its creditors.  In the event that the cash generated by the securitized receivables in a given period was insufficient to pay the interest, principal and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.  Restricted cash on deposit in reserve accounts was $35.8 million as of May 31, 2014, and $32.5 million as of February 28, 2014.

 

Restricted investments includes money market securities primarily held to satisfy certain insurance program requirements, as well as investments held in a rabbi trust established to fund informally our executive deferred compensation plan.  The rabbi trust investments are classified as trading securities with realized and unrealized gains and losses reflected as a component of other (expense) income.  Restricted investments was $43.2 million as of May 31, 2014, and $40.2 million as of February 28, 2014.

 

Revenue Recognition.    We recognize revenue when the earnings process is complete, generally either at the time of sale to a customer or upon delivery to a customer.  As part of our customer service strategy, we guarantee the retail vehicles we

 

Page 8


 

sell with a 5‑day, money-back guarantee.  We record a reserve for estimated returns based on historical experience and trends.

   

We sell EPP products on behalf of unrelated third parties to customers who purchase a vehicle.  In May 2014, the ESPs we offer on all used vehicles were modified to provide coverage of 60 months (subject to mileage limitations).  Prior to this modification, the ESPs we offered provided coverage up to 72 months.  GAP covers the customer for the term of their finance contract. We recognize commission revenue at the time of sale, net of a reserve for estimated customer cancellations.  Periodically, we may receive additional commissions based upon the level of underwriting profits of the third parties who administer the products.  These additional commissions are recognized as revenue when received.  The reserve for cancellations is evaluated for each product, and is based on forecasted forward cancellation curves utilizing historical experience, recent trends and credit mix of the customer base.  Our risk related to customer cancellations is limited to the commissions that we receive.  Cancellations fluctuate depending on the volume of EPP sales, customer financing default or prepayment rates, and shifts in customer behavior, including those related to changes in the coverage or term of the product.  The current portion of estimated cancellation reserves is recognized as a component of other current liabilities with the remaining amount recognized in other liabilities.  See Note 7 for additional information on cancellation reserves.

   

Customers applying for financing who are not approved by CAF may be evaluated by other financial institutions.  Depending on the credit profile of the customer, third-party finance providers generally either pay us or are paid a fixed, pre-negotiated fee per contract.  We recognize these fees at the time of sale.

   

We collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale.  These taxes are accounted for on a net basis and are not included in net sales and operating revenues or cost of sales. 

 

Derivative Instruments and Hedging Activities.  We enter into derivative instruments to manage exposures that arise from business activities that result in the future known receipt or payment of uncertain cash amounts, the values of which are impacted by interest rates.  We recognize the derivatives at fair value as either current assets or current liabilities on the consolidated balance sheets, and where applicable, such contracts covered by master netting agreements are reported net.  Gross positive fair values are netted with gross negative fair values by counterparty.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  We may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting may not apply or we do not elect to apply hedge accounting.  See Note 5 for additional information on derivative instruments and hedging activities.

 

Recent Accounting Pronouncements.    

Effective in the Current QuarterIn February 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement related to liabilities (FASB ASC Topic 405).  The amendments provide guidance on the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings.  This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  We adopted this pronouncement for our fiscal year beginning March 1, 2014, and there was no effect on our consolidated financial statements.

 

In July 2013, the FASB issued an accounting pronouncement related to income taxes (FASB ASC Topic 740), which provides guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar loss or a tax credit carryforward exists.  Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward.  This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted.  We adopted this pronouncement for our fiscal year beginning March 1, 2014, and there was no effect on our consolidated financial statements.

 

Effective in Future Periods.  In May 2014, the FASB issued an accounting pronouncement related to revenue recognition (FASB ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers.  This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized.  The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.  This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted.  We will adopt the provisions

 

Page 9


 

of ASC Topic 606 for our fiscal year beginning March 1, 2017, and are currently evaluating the impact on our consolidated financial statements.

 

 

3.CarMax Auto Finance Income

 

CAF provides financing to qualified customers purchasing vehicles at CarMax.  CAF provides us the opportunity to capture additional sales, profits and cash flows while managing our reliance on third-party finance sources.  Management regularly analyzes CAF's operating results by assessing profitability, the performance of the auto loan receivables including trends in credit losses and delinquencies, and CAF direct expenses.  This information is used to assess CAF's performance and make operating decisions including resource allocation.

 

We typically use securitizations to fund loans originated by CAF, as discussed in Note 2.  CAF income primarily reflects the interest and fee income generated by the auto loan receivables less the interest expense associated with the debt issued to fund these receivables, a provision for estimated loan losses and direct CAF expenses.

 

CAF income does not include any allocation of indirect costs.  Although CAF benefits from certain indirect overhead expenditures, we present this information on a direct basis to avoid making subjective decisions regarding the indirect benefits or costs that could be attributed to CAF.   Examples of indirect costs not allocated to CAF include retail store expenses and corporate expenses such as human resources, administrative services, marketing, information systems, accounting, legal, treasury and executive payroll.  In addition, except for auto loan receivables, which are disclosed in Note 4, CAF assets are not separately reported nor do we allocate assets to CAF because such allocation would not be useful to management in making operating decisions.

 

Components of CAF Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

 

(In millions)

2014

%  (1)

2013

% (1)

 

Interest margin:

 

 

 

 

 

 

 

 

 

 

 

Interest and fee income

 

$

147.0 

 

8.0 

 

$

133.5 

 

8.7 

 

Interest expense

 

 

(23.1)

 

(1.2)

 

 

(22.8)

 

(1.5)

 

Total interest margin

 

 

123.9 

 

6.7 

 

 

110.7 

 

7.2 

 

Provision for loan losses

 

 

(15.8)

 

(0.9)

 

 

(11.3)

 

(0.7)

 

Total interest margin after

 

 

 

 

 

 

 

 

 

 

 

provision for loan losses

 

 

108.1 

 

5.8 

 

 

99.4 

 

6.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct expenses:

 

 

 

 

 

 

 

 

 

 

 

Payroll and fringe benefit expense

 

 

(6.2)

 

(0.3)

 

 

(5.5)

 

(0.4)

 

Other direct expenses

 

 

(7.3)

 

(0.4)

 

 

(6.9)

 

(0.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total direct expenses

 

 

(13.5)

 

(0.7)

 

 

(12.4)

 

(0.8)

 

CarMax Auto Finance income

 

$

94.6 

 

5.1 

 

$

87.0 

 

5.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total average managed receivables

 

$

7,390.1 

 

 

 

$

6,152.5 

 

 

 

 

(1)Annualized percentage of total average managed receivables.

 

4.Auto Loan Receivables

 

Auto loan receivables include amounts due from customers related to retail vehicle sales financed through CAF and are presented net of an allowance for estimated loan losses.  We use warehouse facilities to fund auto loan receivables originated by CAF until we elect to fund them through a term securitization or alternative funding arrangement.  The majority of the auto loan receivables serve as collateral for the related non-recourse notes payable of $7.63 billion as of May 31, 2014, and $7.25 billion as of February 28, 2014.  See Notes 2 and 10 for additional information on securitizations and non-recourse notes payable.

 

 

Page 10


 

Auto Loan Receivables, Net

 

 

 

 

 

 

 

 

As of May 31

As of February 28

(In millions)

 

2014

 

 

2014

 

Warehouse facilities

$

964.0 

 

$

879.0 

 

Term securitizations

 

6,409.0 

 

 

6,145.5 

 

Other receivables (1)

 

200.8 

 

 

159.9 

 

Total ending managed receivables

 

7,573.8 

 

 

7,184.4 

 

Accrued interest and fees

 

31.2 

 

 

26.3 

 

Other

 

18.1 

 

 

7.0 

 

Less allowance for loan losses

 

(75.4)

 

 

(69.9)

 

Auto loan receivables, net

$

7,547.7 

 

$

7,147.8 

 

 

 (1)Other receivables includes receivables not funded through the warehouse facilities or term securitizations.

 

Credit Quality.  When customers apply for financing, CAF’s proprietary scoring models rely on the customers’ credit history and certain application information to evaluate and rank their risk.  Credit histories are obtained from credit bureau reporting agencies and include information such as number, age, type and payment history for prior or existing credit accounts.  The application information that is used includes income, collateral value and down payment.  The scoring models yield credit grades that represent the relative likelihood of repayment.  Customers assigned a grade of “A” are determined to have the highest probability of repayment, and customers assigned a lower grade are determined to have a lower probability of repayment.  For loans that are approved, the credit grade influences the terms of the agreement, such as the required loan-to-value ratio and interest rate.

 

CAF uses a combination of the initial credit grades and historical performance to monitor the credit quality of the auto loan receivables on an ongoing basis.  We validate the accuracy of the scoring models periodically.  Loan performance is reviewed on a recurring basis to identify whether the assigned grades adequately reflect the customers’ likelihood of repayment.

 

Ending Managed Receivables by Major Credit Grade

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of May 31

 

As of February 28

(In millions)

 

 

2014 (1)

 

%  (2)

 

 

2014 (1)

 

%  (2)

A

 

$

3,698.6 

 

48.8 

 

$

3,506.0 

 

48.8 

B

 

 

2,786.9 

 

36.8 

 

 

2,658.5 

 

37.0 

C and other

 

 

1,088.3 

 

14.4 

 

 

1,019.9 

 

14.2 

Total ending managed receivables

 

$

7,573.8 

 

100.0 

 

$

7,184.4 

 

100.0 

 

 (1)Classified based on credit grade assigned when customers were initially approved for financing.

(2)Percentage of total ending managed receivables.

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

(In millions)

 

 

2014

 

%  (1)

 

 

2013

 

%  (1)

Balance as of beginning of year

 

$

69.9 

 

0.97 

 

$

57.3 

 

0.97 

Charge-offs

 

 

(32.0)

 

 

 

 

(26.4)

 

 

Recoveries

 

 

21.7 

 

 

 

 

18.7 

 

 

Provision for loan losses

 

 

15.8 

 

 

 

 

11.3 

 

 

Balance as of end of period

 

$

75.4 

 

1.00 

 

$

60.9 

 

0.96 

 

 (1)Percentage of total ending managed receivables as of the corresponding reporting date.

 

The allowance for loan losses represents an estimate of the amount of net losses inherent in our portfolio of managed receivables as of the applicable reporting date and anticipated to occur during the following 12 months.  The allowance is

 

Page 11


 

primarily based on the credit quality of the underlying receivables, historical loss trends and forecasted forward loss curves.  We also take into account recent trends in delinquencies and losses, recovery rates and the economic environment.  The provision for loan losses is the periodic expense of maintaining an adequate allowance.

 

Past Due Receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of May 31

 

As of February 28

(In millions)

 

 

2014

 

%  (1)

 

2014

%  (1)

Total ending managed receivables

 

$

7,573.8 

 

100.0 

 

$

7,184.4 

 

100.0 

 

 

 

 

 

 

 

 

 

 

 

Delinquent loans:

 

 

 

 

 

 

 

 

 

 

31-60 days past due

 

$

133.5 

 

1.7 

 

$

126.6 

 

1.8 

61-90 days past due

 

 

42.4 

 

0.6 

 

 

42.6 

 

0.6 

Greater than 90 days past due

 

 

14.2 

 

0.2 

 

 

16.0 

 

0.2 

Total past due

 

$

190.1 

 

2.5 

 

$

185.2 

 

2.6 

 

 (1)Percentage of total ending managed receivables.

 

5.Derivative Instruments and Hedging Activities

 

Risk Management Objective of Using Derivatives.  We are exposed to certain risks arising from both our business operations and economic conditions, particularly with regard to future issuances of fixed-rate debt and existing and future issuances of floating-rate debt.  Primary exposures include LIBOR and other rates used as benchmarks in our securitizations.  We enter into derivative instruments to manage exposures that arise from business activities that result in the future known receipt or payment of uncertain cash amounts, the values of which are impacted by interest rates.  Our derivative instruments are used to manage differences in the amount of our known or expected cash receipts and our known or expected cash payments principally related to the funding of our auto loan receivables.

 

We do not anticipate significant market risk from derivatives as they are predominantly used to match funding costs to the use of the funding.  However, disruptions in the credit or interest rate markets could impact the effectiveness of our hedging strategies.

 

Credit risk is the exposure to nonperformance of another party to an agreement.  We mitigate credit risk by dealing with highly rated bank counterparties.

 

Designated Cash Flow Hedges.  Our objectives in using interest rate derivatives are to add stability to CAF’s interest expense, to manage our exposure to interest rate movements and to better match funding costs to the interest received on the fixed-rate receivables being securitized.  To accomplish these objectives, we primarily use interest rate swaps that involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  These interest rate swaps are designated as cash flow hedges of forecasted interest payments in anticipation of permanent funding in the term securitization market.

 

For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value is initially recorded in accumulated other comprehensive loss (“AOCL”) and is subsequently reclassified into CAF income in the period that the hedged forecasted transaction affects earnings.  The ineffective portion of the change in fair value of the derivatives is recognized directly in CAF income.  Amounts reported in AOCL related to derivatives will be reclassified to CAF income as interest expense is incurred on our future issuances of fixed-rate debt.  During the next 12 months, we estimate that an additional $10.7 million will be reclassified as a decrease to CAF income.

 

As of May 31, 2014 and February 28, 2014, we had interest rate swaps outstanding with combined notional amounts of $950.0  million and $869.0 million, respectively, which were designated as cash flow hedges of interest rate risk.

 

Non-designated Hedges.  Derivative instruments not designated as accounting hedges are not speculative.  These instruments are used to limit risk for investors in the warehouse facilities.  Changes in the fair value of derivatives not designated as accounting hedges are recorded directly in CAF income. 

 

As of May 31, 2014 and February 28, 2014, we  had no derivatives that were not designated as accounting hedges.

 

 

Page 12


 

Fair Values of Derivative Instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of May 31, 2014

As of February 28, 2014

(In thousands)

Assets

Liabilities

Assets

Liabilities

Derivatives designated as accounting hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (1)

 

$

 ―

 

$

(2,130)

 

$

 ―

 

$

(1,351)

 

Total

 

$

 ―

 

$

(2,130)

 

$

 ―

 

$

(1,351)

 

 

 

   (1)Reported in accounts payable on the consolidated balance sheets.

 

 

Effect of Derivative Instruments on Comprehensive Income

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

May 31

(In thousands)

 

2014

2013

Derivatives designated as accounting hedges:

 

 

 

 

 

 

 

(Loss)/gain recognized in AOCL (1)

 

$

(1,798)

 

$

462 

 

Loss reclassified from AOCL into CAF income (1)

 

$

(2,263)

 

$

(2,905)

 

Gain recognized in CAF Income (2)

 

$

 ―

 

$

21 

 

 

 

 

 

 

 

 

 

 

(1)Represents the effective portion.

(2)Represents the ineffective portion.

 

6.Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”).  The fair value should be based on assumptions that market participants would use, including a consideration of nonperformance risk.

 

We assess the inputs used to measure fair value using the three-tier hierarchy.  The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.

 

Level 1Inputs include unadjusted quoted prices in active markets for identical assets or liabilities that we can access at the measurement date.

 

Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets in active markets, quoted prices from identical or similar assets in inactive markets and observable inputs such as interest rates and yield curves.

 

Level 3Inputs that are significant to the measurement that are not observable in the market and include management's judgments about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk).

 

Our fair value processes include controls that are designed to ensure that fair values are appropriate.  Such controls include model validation, review of key model inputs, analysis of period-over-period fluctuations and reviews by senior management.

 

Valuation Methodologies

 

Money Market Securities.  Money market securities are cash equivalents, which are included in either cash and cash equivalents or other assets, and consist of highly liquid investments with original maturities of three months or less.  We use quoted market prices for identical assets to measure fair value.  Therefore, all money market securities are classified as Level 1.

 

Mutual Fund Investments.  Mutual fund investments consist of publicly traded mutual funds that primarily include diversified investments in large-, mid- and small-cap domestic and international companies.  The investments, which are

 

Page 13


 

included in other assets, are held in a rabbi trust established to fund informally our executive deferred compensation plan.  We use quoted active market prices for identical assets to measure fair value.  Therefore, all mutual fund investments are classified as Level 1.

 

Derivative Instruments.  The fair values of our derivative instruments are included in either other current assets or accounts payable.  As described in Note 5, as part of our risk management strategy, we utilize derivative instruments to manage differences in the amount of our known or expected cash receipts and our known or expected cash payments principally related to the funding of our auto loan receivables.  Our derivatives are not exchange-traded and are over-the-counter customized derivative instruments.  All of our derivative exposures are with highly rated bank counterparties.

 

We measure derivative fair values assuming that the unit of account is an individual derivative instrument and that derivatives are sold or transferred on a stand-alone basis.  We estimate the fair value of our derivatives using quotes determined by the derivative counterparties and third-party valuation services.  Quotes from third-party valuation services and quotes received from bank counterparties project future cash flows and discount the future amounts to a present value using market-based expectations for interest rates and the contractual terms of the derivative instruments.  The models do not require significant judgment and model inputs can typically be observed in the liquid market; however, because the models include inputs other than quoted prices in active markets, all derivatives are classified as Level 2.

 

Our derivative fair value measurements consider assumptions about counterparty and our own nonperformance risk.  We monitor counterparty and our own nonperformance risk and, in the event that we determine that a party is unlikely to perform under terms of the contract, we would adjust the derivative fair value to reflect the nonperformance risk.

 

Page 14


 

 

Items Measured at Fair Value on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

As of May 31, 2014

(In thousands)

Level 1

Level 2

Total

Assets:

 

 

 

 

 

 

 

 

 

Money market securities

$

549,371 

 

$

 ―

 

$

549,371 

 

Mutual fund investments

 

8,600 

 

 

 ―

 

 

8,600 

 

Total assets at fair value

$

557,971 

 

$

 ―

 

$

557,971 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total assets at fair value

 

100.0 

%

 

 ―

%

 

100.0 

%

Percentage of total assets

 

4.6 

%

 

 ―

%

 

4.6 

%

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative instruments

$

 ―

 

$

2,130 

 

$

2,130 

 

Total liabilities at fair value

$

 ―

 

$

2,130 

 

$

2,130 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total liabilities

 

 ―

%

 

 ―

%

 

 ―

%

 

 

 

 

 

 

 

 

 

 

 

 

 

As of February 28, 2014

(In thousands)

Level 1

Level 2

Total

Assets:

 

 

 

 

 

 

 

 

 

Money market securities

$

641,622 

 

$

 ―

 

$

641,622 

 

Mutual fund investments

 

5,609 

 

 

 ―

 

 

5,609 

 

Total assets at fair value

$

647,231 

 

$

 ―

 

$

647,231 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total assets at fair value

 

100.0 

%

 

 ―

%

 

100.0 

%

Percentage of total assets

 

5.5 

%

 

 ―

%

 

5.5 

%

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative instruments

$

 ―

 

$

1,351 

 

$

1,351 

 

Total liabilities at fair value

$

 ―

 

$

1,351 

 

$

1,351 

 

 

 

 

 

 

 

 

 

 

 

Percentage of total liabilities

 

 ―

%

 

 ―

%

 

 ―

%

 

 

7.Cancellation Reserves

 

We recognize commission revenue for EPP products at the time of sale, net of a reserve for estimated contract cancellations.  Cancellations of these services may result from early termination by the customer, or default or prepayment on the finance contract.  The reserve for cancellations is evaluated for each product, and is based on forecasted forward cancellation curves utilizing historical experience, recent trends and credit mix of the customer base. 

Cancellation Reserves

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of May 31

(In millions)

 

 

2014

 

 

2013

Balance as of beginning of year

 

$

72.5 

 

$

32.7 

Cancellations

 

 

(12.5)

 

 

(8.5)

Provision for future cancellations

 

 

21.1 

 

 

9.1 

Balance as of end of period

 

$

81.1 

 

$

33.3 

 

 

 

Page 15


 

8.Income Taxes

 

We had $27.6 million of gross unrecognized tax benefits as of May 31, 2014, and $26.3 million as of February 28, 2014.  There were no significant changes to the gross unrecognized tax benefits as reported for the year ended February 28, 2014, as all activity was related to positions taken on tax returns filed or intended to be filed in the current fiscal year.

 

9.Retirement Plans

 

Effective December 31, 2008, we froze both of our noncontributory defined benefit plans: our pension plan (the “pension plan”) and our unfunded, nonqualified plan (the “restoration plan”), which restores retirement benefits for certain associates who are affected by Internal Revenue Code limitations on benefits provided under the pension plan.  No additional benefits have accrued under these plans since that date.  In connection with benefits earned prior to December 31, 2008, we have a continuing obligation to fund the pension plan and will continue to recognize net periodic pension expense for both plans.  We use a fiscal year end measurement date for both the pension plan and the restoration plan.

 

Components of Net Pension Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31

(In thousands)

 

 

Pension Plan

 

 

Restoration Plan

 

 

Total

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

2014

 

 

2013

Interest cost

 

$

2,008 

 

$

1,896 

 

$

113 

 

$

99 

 

$

2,121 

 

$

1,995 

Expected return on plan assets

 

 

(2,267)

 

 

(1,980)

 

 

 ―

 

 

 ―

 

 

(2,267)

 

 

(1,980)

Recognized actuarial loss

 

 

340 

 

 

408 

 

 

 ―

 

 

 ―

 

 

340 

 

 

408 

Net pension expense

 

$

81 

 

$

324 

 

$

113 

 

$

99 

 

$

194 

 

$

423 

 

 

 

We made $0.5 million in contributions to the pension plan during the three months ended May 31, 2014, and anticipate making $3.7 million in contributions during the remainder of fiscal 2015.  The expected long-term rate of return on plan assets for the pension plan was 7.75% as of February 28, 2014.

 

10.Debt

 

 

 

 

 

 

 

 

 

 

 

 

As of May 31

As of February 28

(In thousands)

2014

2014

Short-term revolving credit facility

 

$

1,242 

 

$

582 

 

Current portion of finance and capital lease obligations

 

 

19,715 

 

 

18,459 

 

Current portion of non-recourse notes payable

 

 

253,972 

 

 

223,938 

 

Total current debt

 

 

274,929 

 

 

242,979 

 

Finance and capital lease obligations, excluding current portion

 

 

315,762 

 

 

315,925 

 

Non-recourse notes payable, excluding current portion

 

 

7,373,003 

 

 

7,024,506 

 

Total debt, excluding current portion

 

 

7,688,765 

 

 

7,340,431 

 

Total debt

 

$

7,963,694 

 

$

7,583,410 

 

 

Revolving Credit Facility.  Our $700 million unsecured revolving credit facility (the “credit facility”) expires in  August 2016.  Borrowings under the credit facility are available for working capital and general corporate purposes.  Borrowings accrue interest at variable rates based on LIBOR, the federal funds rate, or the prime rate, depending on the type of borrowing, and we pay a commitment fee on the unused portions of the available funds.  As of May 31, 2014, the remaining capacity was fully available to us.

 

Finance and Capital Lease Obligations.  Finance and capital lease obligations relate primarily to superstores subject to sale-leaseback transactions that did not qualify for sale accounting, and therefore, are accounted for as financings.  The leases were structured at varying interest rates and generally have initial lease terms ranging from 15 to 20 years with payments made monthly.  Payments on the leases are recognized as interest expense and a reduction of the obligations.  We have not entered into any sale-leaseback transactions since fiscal 2009.

 

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Non-Recourse Notes Payable.  The non-recourse notes payable relate to auto loan receivables funded through term securitizations and our warehouse facilities.  The timing of principal payments on the non-recourse notes payable is based on principal collections, net of losses, on the securitized auto loan receivables.  The current portion of non-recourse notes payable represents principal payments that are due to be distributed in the following period.

 

As of May 31, 2014, $6.66 billion of non-recourse notes payable was outstanding related to term securitizations.  These notes payable accrue interest at fixed rates and have scheduled maturities through November 2020, but may mature earlier or later, depending upon the repayment rate of the underlying auto loan receivables. 

 

As of May 31, 2014, $964.0 million of non-recourse notes payable was outstanding related to our warehouse facilities.  The combined warehouse facility limit was $1.8 billion, and unused warehouse capacity totaled $836.0 million.  In July 2014, we increased the limit of one of our warehouse facilities by an additional $300.0 million.  Of the combined warehouse facility limit, $800.0 million will expire in August 2014 and $1.3 billion will expire in February 2015.  The return requirements of the warehouse facility investors could fluctuate significantly depending on market conditions.  At renewal, the cost, structure and capacity of the facilities could change.  These changes could have a significant impact on our funding costs.

 

See Notes 2 and 4 for additional information on the related securitized auto loan receivables.

 

Financial Covenants. The credit facility agreement contains representations and warranties, conditions and covenants.  We must also meet financial covenants in conjunction with certain of the sale-leaseback transactions.  Our securitization agreements contain representations and warranties, financial covenants and performance triggers.  As of May 31, 2014, we were in compliance with all financial covenants and our securitized receivables were in compliance with the related performance triggers.

 

11.Stock and Stock-Based Incentive Plans

 

(A)Share Repurchase Program

In fiscal 2013, our board of directors authorized the repurchase of up to $800 million of our common stock, and in March 2014, our board of directors authorized the repurchase of up to an additional $1.0 billion of our common stock

 

For the three months ended May 31, 2014, we repurchased 3,841,939 shares of common stock at an average purchase price of $45.33 per share.  For the three months ended May 31, 2013, we repurchased 2,945,622 shares of common stock at an average purchase price of $42.29 per share. As of May 31, 2014, $1.1 billion was available for repurchase under the authorizations, of which $107.9 million is scheduled to expire on December 31, 2014, and $1.0 billion is scheduled to expire on December 31, 2015.    

 

(B)Stock Incentive Plans

We maintain long-term incentive plans for management, key employees and the nonemployee members of our board of directors.  The plans allow for the granting of equity-based compensation awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, stock- and cash-settled restricted stock units, stock grants or a combination of awards.  To date, we have not awarded any incentive stock options.

 

The majority of associates who receive share-based compensation awards primarily receive cash-settled restricted stock units.  Senior management and other key associates receive awards of nonqualified stock options and stock-settled restricted stock units.  Nonemployee directors receive awards of nonqualified stock options and stock grants.

 

Nonqualified Stock Options.  Nonqualified stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price.  Stock options are granted at an exercise price equal to the fair market value of our common stock on the grant date.  The stock options generally vest annually in equal amounts over periods of one to four years.  These options are subject to forfeiture and expire no later than ten years after the date of the grant.

 

Cash-Settled Restricted Stock Units.  Also referred to as restricted stock units, or RSUs, these are awards that entitle the holder to a cash payment equal to the fair market value of a share of our common stock for each unit granted.  Conversion generally occurs at the end of a three-year vesting period.  However, the cash payment per RSU will not be greater than 200% or less than 75% of the fair market value of a share of our common stock on the grant date.  RSUs are liability awards that are subject to forfeiture and do not have voting rights.

 

 

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Stock-Settled Restricted Stock Units.  Also referred to as market stock units, or MSUs, these are awards to eligible key associates that are converted into between zero and two shares of common stock for each unit granted.  Conversion generally occurs at the end of a three-year vesting period.  The conversion ratio is calculated by dividing the average closing price of our stock during the final forty trading days of the three-year vesting period by our stock price on the grant date, with the resulting quotient capped at two.  This quotient is then multiplied by the number of MSUs granted to yield the number of shares awarded.  MSUs are subject to forfeiture and do not have voting rights.

 

(C)Share-Based Compensation

 

Composition of Share-Based Compensation Expense

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

May 31

(In thousands)

 

2014

2013

Cost of sales

 

$

327 

 

$

1,273 

 

CarMax Auto Finance income

 

 

676 

 

 

782 

 

Selling, general and administrative expenses

 

 

14,716 

 

 

21,174 

 

Share-based compensation expense, before income taxes

 

$

15,719 

 

$

23,229 

 

 

Composition of Share-Based Compensation Expense – By Grant Type

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

May 31

(In thousands)

 

2014

2013

Nonqualified stock options

 

$

8,120 

 

$

7,033 

 

Cash-settled restricted stock units

 

 

3,147 

 

 

12,088 

 

Stock-settled restricted stock units

 

 

4,121 

 

 

3,820 

 

Employee stock purchase plan

 

 

331 

 

 

288 

 

Stock grants to non-employee directors

 

 

 ―

 

 

 ―

 

Share-based compensation expense, before income taxes

 

$

15,719 

 

$

23,229 

 

 

We recognize compensation expense for stock options and MSUs on a straight-line basis (net of estimated forfeitures) over the requisite service period, which is generally the vesting period of the award.  The variable expense associated with RSUs is recognized over their vesting period (net of estimated forfeitures) and is calculated based on the volume-weighted average price of our common stock on the last trading day of each reporting period.  The total costs for matching contributions for our employee stock purchase plan are included in share-based compensation expense.  There were no capitalized share-based compensation costs as of or for the three months ended May 31, 2014 or 2013.

 

Stock Option Activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

Weighted

 

Remaining

 

Aggregate

 

Number of

Average

 

Contractual

 

Intrinsic

(Shares and intrinsic value in thousands)

Shares

Exercise Price

 

Life (Years)

 

Value

Outstanding as of February 28, 2014

 

10,018 

 

$

27.02 

 

 

 

 

 

 

 

 

 

Options granted

 

2,003 

 

 

44.96 

 

 

 

 

 

 

 

 

 

Options exercised

 

(374)

 

 

18.11 

 

 

 

 

 

 

 

 

 

Options forfeited or expired

 

(12)

 

 

23.64 

 

 

 

 

 

 

 

 

 

Outstanding as of May 31, 2014

 

11,635 

 

$

30.40 

 

 

 

4.1 

 

 

$

163,230 

 

Exercisable as of May 31, 2014