10-Q 1 kmx-20130831x10q.htm 10-Q 021260c4cc3f4aa

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 August 31, 2013

 

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.

 

 

Yesx

Noo

 

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).   

 

 

Yesx

Noo

 

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 filerx

Accelerated filero

 

 

Non-accelerated filero

Smaller reporting companyo

 

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

 

 

Yeso

Nox

 

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 September 30, 2013

 

 

 

Common Stock, par value $0.50

 

223,345,166

 

 

 

A Table of Contents is included on Page 2 and a separate Exhibit Index is included on Page 41.

 

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 and Six Months Ended August 31, 2013 and 2012

3

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income –

 

 

 

Three Months and Six Months Ended August 31, 2013 and 2012

4

 

 

 

 

 

 

Consolidated Balance Sheets –

 

 

 

August 31, 2013, and February 28, 2013

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows –

 

 

 

Six Months Ended August 31, 2013 and 2012

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

38

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

 

Item 4.

Mine Safety Disclosures

38

 

Item 6.

Exhibits

39

SIGNATURES

40

EXHIBIT INDEX

41

 

 

 

 

 

 

 

 

Page 2


 

 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended August 31

 

Six Months Ended August 31

(In thousands except per share data)

 

2013

% (1)

 

2012

% (1)

 

2013

% (1)

 

2012

% (1)

SALES AND OPERATING REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Used vehicle sales

$

2,639,523 
81.3 

$

2,191,964 
79.5 

$

5,341,278 
81.5 

$

4,380,871 
79.2 

New vehicle sales

 

60,002 
1.8 

 

61,393 
2.2 

 

112,429 
1.7 

 

116,850 
2.1 

Wholesale vehicle sales

 

474,907 
14.6 

 

437,050 
15.8 

 

965,566 
14.7 

 

904,845 
16.4 

Other sales and revenues

 

71,120 
2.2 

 

67,597 
2.5 

 

137,336 
2.1 

 

129,858 
2.3 

NET SALES AND OPERATING REVENUES

 

3,245,552 
100.0 

 

2,758,004 
100.0 

 

6,556,609 
100.0 

 

5,532,424 
100.0 

Cost of sales

 

2,810,809 
86.6 

 

2,390,011 
86.7 

 

5,673,770 
86.5 

 

4,782,516 
86.4 

GROSS PROFIT 

 

434,743 
13.4 

 

367,993 
13.3 

 

882,839 
13.5 

 

749,908 
13.6 

CARMAX AUTO FINANCE INCOME 

 

84,422 
2.6 

 

75,676 
2.7 

 

171,441 
2.6 

 

150,855 
2.7 

Selling, general and administrative expenses

 

283,206 
8.7 

 

254,674 
9.2 

 

573,395 
8.7 

 

508,277 
9.2 

Interest expense

 

7,761 
0.2 

 

8,152 
0.3 

 

15,639 
0.2 

 

16,295 
0.3 

Other (loss) income

 

(1,073)

 ―

 

259 

 ―

 

(832)

 ―

 

544 

 ―

Earnings before income taxes

 

227,125 
7.0 

 

181,102 
6.6 

 

464,414 
7.1 

 

376,735 
6.8 

Income tax provision

 

86,851 
2.7 

 

69,466 
2.5 

 

177,489 
2.7 

 

144,353 
2.6 

NET EARNINGS 

$

140,274 
4.3 

$

111,636 
4.0 

$

286,925 
4.4 

$

232,382 
4.2 

WEIGHTED AVERAGE COMMON SHARES:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

223,610 

 

 

228,366 

 

 

224,114 

 

 

228,069 

 

Diluted

 

227,634 

 

 

231,696 

 

 

228,093 

 

 

231,749 

 

NET EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.63 

 

$

0.49 

 

$

1.28 

 

$

1.02 

 

Diluted

$

0.62 

 

$

0.48 

 

$

1.26 

 

$

1.00 

 

 

 

 

(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 August 31

Six Months Ended August 31

(In thousands)

 

2013

 

 

2012

 

 

2013

 

 

2012

 

NET EARNINGS

$

140,274 

 

$

111,636 

 

$

286,925 

 

$

232,382 

 

Other comprehensive income, net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

Net change in retirement benefit plan

 

 

 

 

 

 

 

 

 

 

 

 

unrecognized actuarial losses

 

270 

 

 

189 

 

 

526 

 

 

449 

 

Net change in cash flow hedge

 

 

 

 

 

 

 

 

 

 

 

 

unrecognized losses

 

3,331 

 

 

7,195 

 

 

5,373 

 

 

8,599 

 

Other comprehensive income, net of taxes

 

3,601 

 

 

7,384 

 

 

5,899 

 

 

9,048 

 

TOTAL COMPREHENSIVE INCOME

$

143,875 

 

$

119,020 

 

$

292,824 

 

$

241,430 

 

 

  

 

See accompanying notes to consolidated financial statements.

 

Page 4


 

 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

As of August 31

As of February 28

(In thousands except share data)

 

2013

2013

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

750,032 

 

$

449,364 

 

 

Restricted cash from collections on auto loan receivables

 

 

251,340 

 

 

224,287 

 

 

Accounts receivable, net

 

 

85,549 

 

 

91,961 

 

 

Inventory

 

 

1,364,016 

 

 

1,517,813 

 

 

Deferred income taxes

 

 

4,300 

 

 

5,193 

 

 

Other current assets

 

 

26,173 

 

 

21,513 

 

 

TOTAL CURRENT ASSETS 

 

 

2,481,410 

 

 

2,310,131 

 

 

Auto loan receivables, net

 

 

6,665,985 

 

 

5,895,918 

 

 

Property and equipment, net

 

 

1,535,431 

 

 

1,428,970 

 

 

Deferred income taxes

 

 

146,167 

 

 

145,875 

 

 

Other assets

 

 

104,781 

 

 

107,708 

 

 

TOTAL ASSETS 

 

$

10,933,774 

 

$

9,888,602 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

346,152 

 

$

336,721 

 

 

Accrued expenses and other current liabilities

 

 

144,949 

 

 

147,821 

 

 

Accrued income taxes

 

 

1,808 

 

 

222 

 

 

Short-term debt

 

 

1,739 

 

 

355 

 

 

Current portion of finance and capital lease obligations

 

 

17,167 

 

 

16,139 

 

 

Current portion of non-recourse notes payable

 

 

218,104 

 

 

182,915 

 

 

TOTAL CURRENT LIABILITIES 

 

 

729,919 

 

 

684,173 

 

 

Finance and capital lease obligations, excluding current portion

 

 

325,492 

 

 

337,452 

 

 

Non-recourse notes payable, excluding current portion

 

 

6,512,328 

 

 

5,672,175 

 

 

Other liabilities

 

 

181,256 

 

 

175,635 

 

 

TOTAL LIABILITIES 

 

 

7,748,995 

 

 

6,869,435 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingent liabilities

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

223,329,344 and 225,906,108 shares issued and outstanding

 

 

 

 

 

 

 

 

as of August 31, 2013 and February 28, 2013, respectively

 

 

111,665 

 

 

112,953 

 

 

Capital in excess of par value

 

 

1,000,258 

 

 

972,250 

 

 

Accumulated other comprehensive loss

 

 

(53,909)

 

 

(59,808)

 

 

Retained earnings

 

 

2,126,765 

 

 

1,993,772 

 

 

TOTAL SHAREHOLDERS’ EQUITY 

 

 

3,184,779 

 

 

3,019,167 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 

 

$

10,933,774 

 

$

9,888,602 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

Page 5


 

CARMAX, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended August 31

(In thousands)

 

2013

 

2012

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net earnings

 

$

286,925 

 

$

232,382 

 

Adjustments to reconcile net earnings to net cash

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

49,160 

 

 

46,442 

 

Share-based compensation expense

 

 

38,002 

 

 

30,206 

 

Provision for loan losses

 

 

29,318 

 

 

22,090 

 

Loss on disposition of assets

 

 

930 

 

 

446 

 

Deferred income tax benefit

 

 

(3,200)

 

 

(76)

 

Net decrease (increase) in:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

6,412 

 

 

16,008 

 

Inventory

 

 

153,797 

 

 

(105,421)

 

Other current assets

 

 

(746)

 

 

(4,605)

 

Auto loan receivables, net

 

 

(799,385)

 

 

(377,475)

 

Other assets

 

 

(6,736)

 

 

971 

 

Net decrease in:

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other current

 

 

 

 

 

 

 

liabilities and accrued income taxes

 

 

(13,913)

 

 

(132,469)

 

Other liabilities

 

 

(4,173)

 

 

(14,431)

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(263,609)

 

 

(285,932)

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Capital expenditures

 

 

(136,011)

 

 

(103,918)

 

Proceeds from sales of assets

 

 

4,716 

 

 

 ―

 

Increase in restricted cash from collections on auto loan receivables

 

 

(27,053)

 

 

(417)

 

Increase in restricted cash in reserve accounts

 

 

(5,319)

 

 

(3,151)

 

Release of restricted cash from reserve accounts

 

 

15,017 

 

 

7,992 

 

Sales (purchases) of money market securities, net

 

 

1,337 

 

 

(2,104)

 

Purchases of investments available-for-sale

 

 

(1,405)

 

 

(1,227)

 

Sales of investments available-for-sale

 

 

33 

 

 

318 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(148,685)

 

 

(102,507)

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Increase in short-term debt, net

 

 

1,384 

 

 

125 

 

Payments on finance and capital lease obligations

 

 

(10,932)

 

 

(6,721)

 

Issuances of non-recourse notes payable

 

 

3,530,000 

 

 

2,345,000 

 

Payments on non-recourse notes payable

 

 

(2,654,658)

 

 

(1,948,095)

 

Repurchase and retirement of common stock

 

 

(179,278)

 

 

 ―

 

Equity issuances, net

 

 

14,753 

 

 

4,209 

 

Excess tax benefits from share-based payment arrangements

 

 

11,693 

 

 

9,830 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

712,962 

 

 

404,348 

 

Increase in cash and cash equivalents

 

 

300,668 

 

 

15,909 

 

Cash and cash equivalents at beginning of year

 

 

449,364 

 

 

442,658 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

750,032 

 

$

458,567 

 

 

 

 

 

 

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 our own finance operation, CAF, and third-party financing providers; the sale of extended service plans (“ESP”), guaranteed asset protection (“GAP”) and accessories; 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 various 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, 2013.

 

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.  Amounts and percentages may not total due to rounding.

 

Cash and Cash Equivalents.  Cash equivalents of $730.2 million as of August 31, 2013, and $430.3 million as of February 28, 2013, consisted of highly liquid investments with original maturities of three months or less.

 

Restricted Cash from Collections on Auto Loan Receivables.  Cash accounts totaling $251.3 million as of August 31, 2013, and $224.3 million as of February 28, 2013, 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 they are funded 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 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 9 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 of  $690.3 million and  $649.0 million as of August 31, 2013, and February 28, 2013, 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 totaled $31.6 million as of August 31, 2013, and $41.3 million as of February 28, 2013.

 

Restricted investments includes money market securities primarily held to satisfy certain insurance program requirements, as well as mutual funds held in a rabbi trust established to fund informally our executive deferred compensation plan.  Restricted investments was $35.0 million as of both August 31, 2013, and February 28, 2013.

 

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

 

Page 8


 

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 Quarter.    In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement related to derivatives and hedging (FASB ASC Topic 815), which allows the use of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a benchmark interest rate for hedge accounting purposes in addition to interest rates on direct Treasury obligations of the United States government and LIBOR.  In addition, the guidance removes the restriction on using different benchmark rates for similar hedges.  The pronouncement became effective on a prospective basis for qualifying new or designated hedging relationships entered into on or after July 17, 2013.  It did not have a material effect on our consolidated financial statements.

 

Issued during the Current Quarter.  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 will adopt this pronouncement for our fiscal year beginning March 1, 2014.  We do not expect this pronouncement to have a material effect 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.  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.

 

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.  We present this information on a direct basis to avoid making arbitrary 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.

 

 

Page 9


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended August 31

 

Six Months Ended August 31

(In millions)

2013

%  (1)

2012

% (1)

 

2013

%  (1)

2012

% (1)

Interest margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fee income

 

$

137.2 

 

8.4 

 

$

123.5 

 

9.4 

 

$

270.7 

 

8.5 

 

$

243.8 

 

9.4 

Interest expense

 

 

(22.6)

 

(1.4)

 

 

(23.9)

 

(1.8)

 

 

(45.4)

 

(1.4)

 

 

(49.0)

 

(1.9)

Total interest margin

 

 

114.6 

 

7.0 

 

 

99.6 

 

7.6 

 

 

225.3 

 

7.1 

 

 

194.8 

 

7.5 

Provision for loan losses

 

 

(18.0)

 

(1.1)

 

 

(12.9)

 

(1.0)

 

 

(29.3)

 

(0.9)

 

 

(22.1)

 

(0.9)

Total interest margin after

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

provision for loan losses

 

 

96.6 

 

5.9 

 

 

86.7 

 

6.6 

 

 

196.0 

 

6.2 

 

 

172.7 

 

6.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (loss)

 

 

0.1 

 

 ―

 

 

(0.2)

 

 ―

 

 

0.1 

 

 ―

 

 

(0.2)

 

 ―

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payroll and fringe benefit expense

 

 

(5.6)

 

(0.3)

 

 

(5.4)

 

(0.4)

 

 

(11.1)

 

(0.4)

 

 

(10.7)

 

(0.4)

Other direct expenses

 

 

(6.7)

 

(0.4)

 

 

(5.4)

 

(0.4)

 

 

(13.6)

 

(0.4)

 

 

(10.9)

 

(0.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total direct expenses

 

 

(12.3)

 

(0.7)

 

 

(10.8)

 

(0.8)

 

 

(24.7)

 

(0.8)

 

 

(21.6)

 

(0.8)

CarMax Auto Finance income

 

$

84.4 

 

5.2 

 

$

75.7 

 

5.8 

 

$

171.4 

 

5.4 

 

$

150.9 

 

5.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total average managed receivables

 

$

6,516.3 

 

 

 

$

5,245.4 

 

 

 

$

6,334.4 

 

 

 

$

5,160.3 

 

 

 

(1)Annualized percent 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 they are funded 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 $6.73  billion as of August 31, 2013, and $5.86 billion as of February 28, 2013.  See Notes 2 and 9 for additional information on securitizations and non-recourse notes payable.

 

Auto Loan Receivables, Net

 

 

 

 

 

 

 

 

As of August 31

As of February 28

(In millions)

 

2013

 

 

2013

 

Warehouse facilities

$

947.0 

 

$

792.0 

 

Term securitizations

 

5,565.3 

 

 

4,989.7 

 

Other receivables (1)

 

170.8 

 

 

151.6 

 

Total ending managed receivables

 

6,683.1 

 

 

5,933.3 

 

Accrued interest and fees

 

28.8 

 

 

24.9 

 

Other

 

20.0 

 

 

(5.0)

 

Less allowance for loan losses

 

(65.9)

 

 

(57.3)

 

Auto loan receivables, net

$

6,666.0 

 

$

5,895.9 

 

 

(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 of 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.

 

Page 10


 

 

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 August 31

 

As of February 28

(In millions)

 

 

2013 (1)

 

%  (2)

 

 

2013 (1)

 

%  (2)

A

 

$

3,239.4 

 

48.5 

 

$

2,841.4 

 

47.9 

B

 

 

2,504.7 

 

37.5 

 

 

2,265.6 

 

38.2 

C and other

 

 

939.0 

 

14.0 

 

 

826.3 

 

13.9 

Total ending managed receivables

 

$

6,683.1 

 

100.0 

 

$

5,933.3 

 

100.0 

 

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

(2)Percent of total ending managed receivables.

 

Allowance for Loan Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended August 31

 

Six Months Ended August 31

(In millions)

 

 

2013

 

%  (1)

 

 

2012

 

%  (1)

 

 

2013

 

%  (1)

 

 

2012

 

%  (1)

 

Balance as of beginning of period

 

$

60.9 

 

1.0 

 

$

46.6 

 

0.9 

 

$

57.3 

 

1.0 

 

$

43.3 

 

0.9 

 

Charge-offs

 

 

(31.8)

 

 

 

 

(24.3)

 

 

 

 

(58.2)

 

 

 

 

(44.9)

 

 

 

Recoveries

 

 

18.8 

 

 

 

 

14.3 

 

 

 

 

37.5 

 

 

 

 

29.0 

 

 

 

Provision for loan losses

 

 

18.0 

 

 

 

 

12.9 

 

 

 

 

29.3 

 

 

 

 

22.1 

 

 

 

Balance as of end of period

 

$

65.9 

 

1.0 

 

$

49.5 

 

0.9 

 

$

65.9 

 

1.0 

 

$

49.5 

 

0.9 

 

 

(1)Percent 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 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 August 31

 

As of February 28

(In millions)

 

 

2013

 

%  (1)

 

2013

%  (1)

Total ending managed receivables

 

$

6,683.1 

 

100.0 

 

$

5,933.3 

 

100.0 

 

 

 

 

 

 

 

 

 

 

 

Delinquent loans:

 

 

 

 

 

 

 

 

 

 

31-60 days past due

 

$

124.5 

 

1.9 

 

$

109.5 

 

1.8 

61-90 days past due

 

 

41.0 

 

0.6 

 

 

32.7 

 

0.6 

Greater than 90 days past due

 

 

13.0 

 

0.2 

 

 

12.0 

 

0.2 

Total past due

 

$

178.5 

 

2.7 

 

$

154.2 

 

2.6 

 

(1)Percent of total ending managed receivables.

 

 

 

Page 11


 

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 $9.6 million will be reclassified as a decrease to CAF income.

 

As of August 31, 2013,  and February 28, 2013, we had interest rate swaps outstanding with combined notional amounts of $927.0  million and $750.0 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 August 31, 2013, we had no derivatives that were not designated as accounting hedges.  As of February 28, 2013, we had interest rate caps outstanding with offsetting (asset and liability) notional amounts of $615.5 million that were not designated as accounting hedges.

 

 

Page 12


 

Fair Values of Derivative Instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of August 31, 2013

As of February 28, 2013

(In thousands)

Assets

Liabilities

Assets

Liabilities

Derivatives designated as accounting hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps (1)

 

$

1,662 

 

$

 ―

 

$

 ―

 

$

 ―

 

Interest rate swaps (2)

 

 

 ―

 

 

 ―

 

 

 ―

 

 

(517)

 

Total derivatives designated as accounting hedges

 

 

1,662 

 

 

 ―

 

 

 ―

 

 

(517)

 

Derivatives not designated as accounting hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate caps (1)

 

 

 ―

 

 

 ―

 

 

26 

 

 

(26)

 

Total derivatives not designated as accounting hedges

 

 

 ―

 

 

 ―

 

 

26 

 

 

(26)

 

Total

 

$

1,662 

 

$

 ―

 

$

26 

 

$

(543)

 

 

 

(1)Reported in other current assets on the consolidated balance sheets.

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

 

Effect of Derivative Instruments on Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

 

August 31

August 31

(In thousands)

 

2013

2012

2013

2012

Derivatives designated as accounting hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) recognized in AOCL (1)

 

$

2,890 

 

$

(3,380)

 

$

3,352 

 

$

(6,392)

Loss reclassified from AOCL into CAF income (1)

 

$

(2,605)

 

$

(3,293)

 

$

(5,510)

 

$

(6,528)

Gain recognized in CAF Income (2)

 

$

57 

 

$

 ―

 

$

78 

 

$

 ―

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as accounting hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Loss recognized in CAF income (3)

 

$

 ―

 

$

 ―

 

$

 ―

 

$

(1)

 

(1)Represents the effective portion.

(2)Represents the ineffective portion.

(3)Represents the loss on interest rate swaps, the net periodic settlements and accrued interest.

 

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).

 

 

Page 13


 

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 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.

 

Items Measured at Fair Value on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

As of August 31, 2013

(In thousands)

Level 1

Level 2

Total

Assets:

 

 

 

 

 

 

 

 

 

Money market securities

$

759,759 

 

$

 ―

 

$

759,759 

 

Mutual fund investments

 

5,396 

 

 

 ―

 

 

5,396 

 

Derivative instruments

 

 ―

 

 

1,662 

 

 

1,662 

 

Total assets at fair value

$

765,155 

 

$

1,662 

 

$

766,817 

 

 

 

 

 

 

 

 

 

 

 

Percent of total assets at fair value

 

99.8 

%

 

0.2 

%

 

100.0 

%

Percent of total assets

 

7.0 

%

 

 ―

%

 

7.0 

%

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative instruments

$

 ―

 

$

 ―

 

$

 ―

 

Total liabilities at fair value

$

 ―

 

$

 ―

 

$

 ―

 

 

 

 

 

 

 

 

 

 

 

Percent of total liabilities

 

 ―

%

 

 ―

%

 

 ―

%

 

 

Page 14


 

 

 

 

 

 

 

 

 

 

 

 

As of February 28, 2013

(In thousands)

Level 1

Level 2

Total

Assets:

 

 

 

 

 

 

 

 

 

Money market securities

$

461,260 

 

$

 ―

 

$

461,260 

 

Mutual fund investments

 

4,024 

 

 

 ―

 

 

4,024 

 

Derivative instruments

 

 ―

 

 

 ―

 

 

 ―

 

Total assets at fair value

$

465,284 

 

$

 ―

 

$

465,284 

 

 

 

 

 

 

 

 

 

 

 

Percent of total assets at fair value

 

100.0 

%

 

 ―

%

 

100.0 

%

Percent of total assets

 

4.7 

%

 

 ―

%

 

4.7 

%

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative instruments

$

 ―

 

$

517 

 

$

517 

 

Total liabilities at fair value

$

 ―

 

$

517 

 

$

517 

 

 

 

 

 

 

 

 

 

 

 

Percent of total liabilities

 

 ―

%

 

 ―

%

 

 ―

%

 

7.Income Taxes

 

We had $30.0 million of gross unrecognized tax benefits as of August 31, 2013, and $25.1 million as of February 28, 2013.  There were no significant changes to the gross unrecognized tax benefits as reported for the year ended February 28, 2013, as all activity was related to positions taken on tax returns filed or intended to be filed in the current fiscal year.

 

8.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 August 31

(In thousands)

 

 

Pension Plan

 

 

Restoration Plan

 

 

Total

 

 

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

2013

 

 

2012

Interest cost

 

$

1,895 

 

$

1,824 

 

$

98 

 

$

115 

 

$

1,993 

 

$

1,939 

Expected return on plan assets

 

 

(1,978)

 

 

(1,913)

 

 

 ―

 

 

 ―

 

 

(1,978)

 

 

(1,913)

Recognized actuarial loss

 

 

429 

 

 

300 

 

 

 ―

 

 

 ―

 

 

429 

 

 

300 

Net pension expense

 

$

346 

 

$

211