UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 1999 OR / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________ Commission file number: 0-23255 COPART, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 94-2867490 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 5500 E. SECOND STREET, BENICIA, CA 94510 (Address of principal executive offices with zip code) Registrant's telephone number, including area code: (707) 748-5000 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 X NO -------- -------- Number of shares of Common Stock outstanding as of March 3, 1999: 26,687,500
COPART, INC. AND SUBSIDIARIES INDEX TO THE QUARTERLY REPORT JANUARY 31, 1999 <TABLE> <CAPTION> Description Page ----------- ---- <S> <C> PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to the Consolidated Financial Statements 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Vehicle Processing Programs 8 Composition of Revenues 8 Composition of Costs and Expenses 9 Acquisitions and New Openings 9 Results of Operations 9 Liquidity and Capital Resources 11 Year 2000 Compliance 12 Factors Affecting Future Results 13 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 16 Signatures 17 </TABLE> 2
COPART, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> January 31, July 31, 1999 1998 ---------------------- ---------------------- (Unaudited) <S> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 22,795,200 $ 15,733,500 Short-term investments 713,900 13,062,200 Accounts receivable, net 40,698,100 32,751,500 Vehicle pooling costs 11,519,200 9,399,700 Deferred income taxes 614,900 614,900 Prepaid expenses and other assets 3,422,700 3,426,600 ---------------------- ---------------------- Total current assets 79,764,000 74,988,400 Property and equipment, net 45,356,300 37,562,300 Intangibles and other assets, net 76,812,300 78,391,400 ---------------------- ---------------------- Total assets $201,932,600 $190,942,100 ---------------------- ---------------------- ---------------------- ---------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 464,700 $ 621,300 Accounts payable and accrued liabilities 11,653,300 11,674,800 Deferred revenue 6,625,500 5,602,800 Income taxes payable 1,108,000 - Other current liabilities 1,699,400 2,260,800 ---------------------- ---------------------- Total current liabilities 21,550,900 20,159,700 Deferred income taxes 1,122,000 1,122,000 Long-term debt, less current portion 7,624,900 7,804,100 Other liabilities 1,714,000 1,673,700 ---------------------- ---------------------- Total liabilities 32,011,800 30,759,500 ---------------------- ---------------------- Shareholders' equity: Common stock, no par value - 30,000,000 shares authorized; 26,687,000 and 26,550,120 shares issued and outstanding at January 31, 1999 and July 31, 1998, respectively 113,928,500 113,202,600 Retained earnings 55,992,300 46,980,000 ---------------------- ---------------------- Total shareholders' equity 169,920,800 160,182,600 ---------------------- ---------------------- Commitments and contingencies Total liabilities and shareholders' equity $201,932,600 $190,942,100 ---------------------- ---------------------- ---------------------- ---------------------- </TABLE> See accompanying notes to consolidated financial statements. 3
COPART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> Three months ended January 31, Six months ended January 31, -------------------------------- -------------------------------- 1999 1998 1999 1998 -------------- -------------- -------------- -------------- <S> <C> <C> <C> <C> Revenues: Salvage fees $27,133,300 $21,480,700 $52,357,000 $44,046,700 Transportation revenue 3,938,100 3,558,000 7,920,000 6,575,500 Purchased vehicle revenue 982,900 1,134,900 1,970,400 3,042,300 -------------- -------------- -------------- -------------- Total revenues 32,054,300 26,173,600 62,247,400 53,664,500 -------------- -------------- -------------- -------------- Operating costs and expenses: Yard and fleet 19,122,800 16,175,600 37,703,200 34,213,100 General and administrative 3,058,000 2,687,100 6,034,000 5,395,400 Depreciation and amortization 2,435,300 1,928,800 4,725,100 3,859,300 -------------- -------------- -------------- -------------- Total operating expenses 24,616,100 20,791,500 48,462,300 43,467,800 -------------- -------------- -------------- -------------- Operating income 7,438,200 5,382,100 13,785,100 10,196,700 -------------- -------------- -------------- -------------- Other income (expense): Interest expense (147,200) (157,400) (296,700) (348,700) Interest income 381,100 406,700 819,000 794,300 Other income 167,900 29,200 402,500 166,200 -------------- -------------- -------------- -------------- Total other income 401,800 278,500 924,800 611,800 -------------- -------------- -------------- -------------- Income before income taxes 7,840,000 5,660,600 14,709,900 10,808,500 Income taxes 3,018,400 2,207,700 5,697,600 4,215,400 -------------- -------------- -------------- -------------- Net income $ 4,821,600 $ 3,452,900 $ 9,012,300 $ 6,593,100 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Basic net income per share $ .18 $ $ .13 $ .34 $ .25 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Weighted average shares outstanding 26,652,000 26,306,600 26,616,300 26,242,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Diluted net income per share $ .18 $ .13 $ .33 $ .25 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Weighted average shares and dilutive potential common shares outstanding 27,537,400 26,912,000 27,391,600 26,854,400 -------------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- </TABLE> See accompanying notes to consolidated financial statements. 4
COPART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> Six months ended January 31, -------------------------------------------- 1999 1998 -------------------- --------------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,012,300 $ 6,593,100 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,725,100 3,859,300 Deferred rent 40,300 150,900 (Gain)/ loss on sale of assets (158,000) 15,900 Employee Stock Purchase Plan compensation 37,500 23,600 Changes in operating assets and liabilities: Accounts receivable (7,946,600) (4,214,300) Vehicle pooling costs (2,119,500) (771,400) Prepaid expenses and other current assets (189,300) (692,600) Accounts payable and accrued liabilities (582,900) 438,100 Deferred revenue 1,022,700 (36,900) Income taxes 1,108,000 984,500 -------------------- --------------------- Net cash provided by operating activities 4,949,600 6,350,200 -------------------- --------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (10,736,700) (4,932,300) Proceeds from sale of property and equipment 277,000 116,400 Sale of short-term investments, net 12,348,300 - Other intangible asset additions (4,500) - Purchase of property and equipment in connection with acquisitions - (90,500) Purchase of intangible assets in connection with acquisitions - (541,600) Deferred preopening costs (124,600) - -------------------- --------------------- Net cash provided by (used in) investing 1,759,500 (5,448,000) activities -------------------- --------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the exercise of stock options and warrants 476,100 523,900 Proceeds from issuance of Employee Stock Purchase Plan shares 212,300 133,400 Principal payments on notes payable (335,800) (1,496,000) -------------------- --------------------- Net cash provided by (used in) financing activities 352,600 (838,700) -------------------- --------------------- Net increase in cash and cash equivalents 7,061,700 63,500 Cash and cash equivalents at beginning of period 15,733,500 27,684,500 -------------------- --------------------- Cash and cash equivalents at end of period $ 22,795,200 $27,748,000 -------------------- --------------------- -------------------- --------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 296,700 $ 348,700 -------------------- --------------------- -------------------- --------------------- Income taxes paid $ 4,432,500 $ 3,238,900 -------------------- --------------------- -------------------- --------------------- </TABLE> See accompanying notes to consolidated financial statements. 5
COPART, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 1999 (UNAUDITED) NOTE 1 - General: In the opinion of the management of Copart, Inc. (the "Company" or "Copart"), the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the financial information included therein. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1998 filed with the Securities and Exchange Commission. Gross proceeds generated from auctioned salvage vehicles were approximately $136,140,300 and $117,535,900 for the three months ended January 31, 1999 and 1998, and $283,346,000 and $247,095,200 for the six months ended January 31, 1999 and 1998, respectively. NOTE 2 - Net Income Per Share: There were no adjustments to net income in calculating diluted net income per share. The table below reconciles basic weighted shares outstanding to diluted weighted average shares outstanding: <TABLE> <CAPTION> Three months ended January 31, Six months ended January 31, ------------------------------- ---------------------------- 1999 1998 1999 1998 ------------- ------------- ------------- ------------ <S> <C> <C> <C> <C> Basic weighted shares outstanding 26,652,000 26,306,600 26,616,300 26,242,000 Stock options and warrants outstanding 885,400 605,400 775,300 612,400 ------------ ----------- ----------- ----------- Diluted weighted average shares outstanding 27,537,400 26,912,000 27,391,600 26,854,400 ------------ ----------- ----------- ----------- ------------ ----------- ----------- ----------- </TABLE> NOTE 3 - Stock Split On December 29,1998, the Board of Directors approved a two-for-one stock split of the Company's Common Stock. On the payment date of January 28, 1999, shareholders received one additional share for each share owned on the record date of January 14,1999. The impact of this stock split has been reflected retroactively in the accompanying consolidated financial statements. 6
NOTE 4 - Recently Adopted Accounting Pronouncements In June 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. SFAS No. 130 requires all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in equal prominence with the other financial statements. The Company adopted SFAS No. 130 during the period ended October 31, 1998, however the adoption of SFAS No. 130 did not have any effect on the reporting and display of the financial position, results of operations or cash flows of the Company. There is no difference, in the six months ended January 31, 1999, between net income and comprehensive income. 7
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS SET FORTH BELOW IN THIS REPORT. THE COMPANY HAS ATTEMPTED TO IDENTIFY FORWARD-LOOKING STATEMENTS BY PLACING AN ASTERISK IMMEDIATELY FOLLOWING THE SENTENCE OR PHRASE THAT CONTAINS THE FORWARD-LOOKING STATEMENT. VEHICLE PROCESSING PROGRAMS The Company processes salvage vehicles principally on a consignment method, on either the Percentage Incentive Program (the "PIP") or on a fixed fee consignment basis. Using either consignment method, only the fees associated with vehicle processing are recorded in revenue. The Company also processes a small percentage of its salvage vehicles pursuant to purchase contracts (the "Purchase Program") under which the Company records the gross proceeds of the vehicle sale in purchased vehicle revenues and the cost of the vehicle in yard and fleet expenses. For the three months ended January 31, 1999 and 1998, approximately 50% and 45%, respectively, and for the six months ended January 31, 1999 and 1998, approximately 49% and 43%, of the vehicles sold by Copart, respectively, were processed under the PIP. The increase in the percentage of vehicles sold under the PIP is due to the Company's successful marketing efforts. The Company attempts to convert acquired operations to the PIP, which typically results in higher net returns to vehicle suppliers and higher fees to the Company than standard fixed fee consignment programs. For the three months ended January 31, 1999 and 1998, approximately 49% and 54%, respectively, and for the six months ended January 31, 1999 and 1998, approximately 50% and 56%, of the vehicles sold by Copart, respectively, were processed under fixed fee agreements. The decline in the percentage of vehicles processed under fixed contracts is the direct result of the Company's marketing efforts to convert contracts from fixed fee to PIP. For the three and six months ended January 31, 1999 and 1998, approximately 1%, of the vehicles sold by Copart, respectively, were processed pursuant to the Purchase Program. Due to a number of factors, including the timing and size of new acquisitions, market conditions, and acceptance of the PIP program by vehicle suppliers, the percentage of vehicles processed under these programs in future periods may vary.* COMPOSITION OF REVENUES Revenues consist of salvage fees charged to vehicle suppliers and vehicle buyers, transportation revenue and purchased vehicle revenues. Salvage fees from vehicle suppliers include fees under PIP agreements and fixed programs where the Company charges for title processing, special preparation, storage and auctioning. Salvage fees also include fees charged vehicle buyers for purchasing vehicles, storage and annual registration. Transportation revenue includes charges to suppliers for towing vehicles under fixed fee contracts. Transportation revenue also includes towing charges assessed to buyers for delivering vehicles. Purchased vehicle revenues are comprised of the price that buyers paid at the Company's auctions for vehicles processed under the Purchase Program. 8
COMPOSITION OF COSTS AND EXPENSES Costs attributable to yard and fleet expenses consist primarily of operating personnel, (which includes yard management, clerical and yard employees), rent, contract vehicle towing, insurance, fuel, fleet maintenance and repair, and acquisition costs of salvage vehicles under the Purchase Program. Costs associated with general and administrative expenses consist primarily of executive, accounting, data processing and sales personnel, professional fees and marketing expenses. ACQUISITIONS AND NEW OPENINGS Copart has experienced significant growth as it acquired ten salvage vehicle auction facilities and established twelve new facilities since the beginning of fiscal 1996. All of the acquisitions have been accounted for using the purchase method. Accordingly, the excess of the purchase price over the fair value of net tangible assets acquired, consisting principally of goodwill, is being amortized over periods not exceeding 40 years. Costs related to the opening of new auction facilities, such as preopening payroll and various training expenses, are deferred until the auction facilities open and are amortized over the subsequent 12 months. As part of the Company's overall expansion strategy of offering integrated nationwide service to vehicle suppliers, the Company anticipates additional openings or acquisitions in new regions, as well as the regions currently served by the Company. * To date during fiscal 1999, the Company opened new facilities in Nashville, Tennessee and Austin/San Antonio, Texas. During fiscal 1998, the Company acquired facilities in or near Avon, Minnesota; Columbia, South Carolina; Mobile, Alabama; San Diego, California; Des Moines, Iowa and Detroit, Michigan. In addition, during fiscal 1998, the Company opened new facilities in Orlando, Florida; Raleigh, North Carolina and Las Vegas, Nevada. The Company believes that these acquisitions and openings help to solidify the Company's nationwide service and expand the Company's coverage of the United States. In the event of future acquisitions, the Company expects to incur future amortization charges in connection with such acquisitions attributable to goodwill and covenants not to compete. * RESULTS OF OPERATIONS Three Months Ended January 31, 1999 Compared to Three Months Ended January 31, 1998 REVENUES Revenues were approximately $32.1 million during the three months ended January 31, 1999, an increase of approximately $5.9 million, or 22.5%, over the three months ended January 31, 1998. The change in revenues is due primarily to a $5.7 million increase in salvage fees plus a $0.4 million increase in transportation revenue, offset by a $0.2 million decrease in purchase vehicle revenues. Under the Purchase Program, the Company records the gross proceeds of the vehicle sale as revenue. New facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit contributed $3.1 million of new salvage fee and transportation revenues for the three months ended January 31, 1999. Existing yard salvage fee and transportation revenues increased by $2.9 million, or 11.7%, and existing yard purchase vehicle revenues decreased by $0.2 million, or 20%, compared to the same period in the prior year. 9
OPERATING COSTS AND EXPENSES Yard and fleet expenses were approximately $19.1 million during the three months ended January 31, 1999, an increase of approximately $2.9 million, or 18%, over the comparable period in fiscal 1998. Approximately $2.4 million of yard and fleet expenses were attributable to new facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit. The remainder of the increase in yard and fleet was attributable to yard and fleet expenses from existing operations. Yard and fleet expenses decreased to 60% of revenues during the second quarter of fiscal 1999, as compared to 62% of revenues during the same period of fiscal 1998. General and administrative expenses were approximately $3.1 million during the three months ended January 31, 1999, an increase of approximately $0.4 million, or 14%, over the comparable period in fiscal 1998. This increase is due primarily to increased payroll and other operating expenses. General and administrative expenses remained unchanged at 10% of revenues during the second quarter of fiscal 1999 and 1998. Depreciation and amortization expense was approximately $2.4 million during the three months ended January 31, 1999, an increase of approximately $0.5 million, or 26%, over the comparable period in fiscal 1998. This increase was primarily due to the amortization and depreciation of tangible and intangible assets acquired in fiscal 1998. OPERATING INCOME, OTHER INCOME AND INCOME TAXES The Company's operating income was $7.4 million during the three months ended January 31, 1999, an increase of approximately $2.1 million, or 38%, over the comparable period in fiscal 1998. New facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit produced $0.4 million of this increase. Existing facilities produced $1.7 million of the increase due to improved PIP percentages and the implementation of the Copart Auction System. Total other income was approximately $0.4 million during the three months ended January 31, 1999, an increase of approximately $0.1 million, over the three months ended January 31, 1998. This increase was due primarily to additional rental income. The effective income tax rate for both of the three-month periods ended January 31, 1999 and 1998 was approximately 39%. Due to the foregoing factors, Copart realized net income of approximately $4.8 million for the three months ended January 31, 1999, compared to net income of approximately $3.5 million for the three months ended January 31, 1998. Six Months Ended January 31, 1999 Compared to Six Months Ended January 31, 1998 REVENUES Revenues were approximately $62.2 million during the six months ended January 31, 1999, an increase of approximately $8.6 million, or 16.0%, over the six months ended January 31, 1998. The change in revenues is due primarily to a $8.3 million increase in salvage fees plus a $1.4 million increase in transportation revenue, offset by a $1.1 million decrease in purchase vehicle revenues. Under the Purchase Program, the Company records the gross proceeds of the vehicle sale as revenue. 10
New facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit contributed $5.8 million of new salvage fee and transportation revenues for the six months ended January 31, 1999. Existing yard salvage fee and transportation revenues increased by $3.7 million, or 7.3%, and existing yard purchased vehicle revenues decreased by $1.2 million, or 40% compared to the same period in the prior year. OPERATING COSTS AND EXPENSES Yard and fleet expenses were approximately $37.7 million during the six months ended January 31, 1999, an increase of approximately $3.5 million, or 10%, over the comparable period in fiscal 1998. Approximately $4.6 million of yard and fleet expenses were attributable to new facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit. The decrease in existing facilities yard and fleet expense was primarily the result of the decrease in the cost of Purchase Program vehicles due to terminated or renegotiated purchase contracts. Yard and fleet expenses decreased to 61% of revenues during the first six months of fiscal 1999, as compared to 64% of revenues during the same period of fiscal 1998. General and administrative expenses were approximately $6.0 million during the six months ended January 31, 1999, an increase of approximately $0.6 million, or 12%, over the comparable period in fiscal 1998. This increase is due primarily to increased payroll and other operating expenses. General and administrative expenses remained unchanged at 10% of revenues during the first six months of fiscal 1999 and 1998. Depreciation and amortization expense was approximately $4.7 million during the six months ended January 31, 1999, an increase of approximately $0.9 million, or 22%, over the comparable period in fiscal 1998. This increase was primarily due to the amortization and depreciation of tangible and intangible assets acquired in fiscal 1998. OPERATING INCOME, OTHER INCOME AND INCOME TAXES The Company's operating income was $13.8 million during the six months ended January 31, 1999, an increase of approximately $3.6 million or 35% over the comparable period in fiscal 1999. New facilities in Avon, Raleigh, Orlando, Columbia, Las Vegas, Mobile, San Diego, Des Moines and Detroit produced $0.8 million of this increase. Existing facilities produced $2.8 million of the increase due to improved PIP percentages and the implementation of the Copart Auction System. Total other income was approximately $0.9 million during the six months ended January 31, 1999, an increase of approximately $0.3 million, over the six months ended January 31, 1998. This increase was due primarily to additional rental income. The effective income tax rate for both of the six-month periods ended January 31, 1999 and 1998 was approximately 39%. Due to the foregoing factors, Copart realized net income of approximately $9.0 million for the six months ended January 31, 1999, compared to net income of approximately $6.6 million for the six months ended January 31, 1998. LIQUIDITY AND CAPITAL RESOURCES Copart has financed its growth principally through cash generated from operations, debt financing, public offerings of Common Stock, and the equity issued in conjunction with certain acquisitions. 11
At January 31, 1999, Copart had working capital of approximately $58.2 million, including cash, cash equivalents and short-term investments of approximately $23.5 million. The Company is able to process, market, sell and receive payment for processed vehicles quickly. The Company's primary source of cash is from the collection of sellers' fees and reimbursable advances from the proceeds of auctioned salvage vehicles and from buyers' fees. The Company has entered into various operating lease lines for the purpose of leasing yard and fleet equipment. Copart generated cash from operations of approximately $4.9 million and $6.4 million, during the six months ended January 31, 1999 and 1998, respectively. Capital expenditures (excluding those associated with fixed assets attributable to acquisitions) were approximately $10.7 million and $4.9 million for the six months ended January 31, 1999, and 1998, respectively. Copart's capital expenditures have related primarily to opening and improving facilities and acquiring yard equipment. Cash, cash equivalents and short-term investments decreased by approximately $5.3 million for the six months ended January 31, 1999. The decrease is due primarily to additions to property and equipment, increases in accounts receivable, and other working capital changes. The Company's liquidity and capital resources have not been materially affected by inflation and are not subject to significant seasonal fluctuations. The Company believes that its currently available cash, cash generated from operations and borrowing availability under its bank credit facilities and equipment leasing lines will be sufficient to satisfy the Company's working capital requirements and fund acquisitions and openings of new facilities for at least 12 months. However, there can be no assurance that the Company will not be required to seek additional debt or equity financing prior to such time, or if new financing is required, that it will be available on reasonable terms if at all. YEAR 2000 COMPLIANCE GENERAL Various year 2000 issues result from computer programs written using a two-digit date field rather than four to define the applicable year. Certain computer programs utilizing a two-digit date field may recognize a date using "00" as the year 1900 rather than the year 2000. This could potentially result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in other similar normal business activities. The Company's internal information technology (IT) systems include all hardware and software used in its computer systems. The Company's non-IT systems include telephone and alarm systems, office equipment, and motor vehicle electronic components. COMPANY'S STATE OF READINESS The Company has completed an assessment of its internal information systems relative to the Year 2000 issue. The assessment has confirmed that the hardware and software the Company currently uses is Year 2000 compliant. In addition, the company has surveyed non-IT systems and concluded that they are also year 2000 compliant. 12
COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES The Company has not had any specific Year 2000 costs. The systems used by the Company are relatively new and Year 2000 compliance was built into these new systems. RISKS TO THE COMPANY The Company has initiated informal communications with many of its significant third parties and suppliers (Insurance companies, Banks and State Motor Vehicle Departments) to determine the extent to which the Company is vulnerable to those third parties' failure to remedy their own Year 2000 issues. The Company has received some assurances regarding these issues from these third parties, but there are no guarantees these third party systems will be compliant. In addition, the event of non-compliance may have a material effect on the operations of the Company. For example, if some of the Company's suppliers are not Year 2000 compliant it could impact the Company's ability to obtain orders from those suppliers. The Company believes its exposure to the Year 2000 issue will come mainly from third parties, either as the result of these parties not being prepared, or other parties these third parties rely upon not being prepared. Although there can be no assurance that unforeseen problems will not occur, the Company expects that all critical internal Year 2000 issues will be resolved as encountered. CONTINGENCY PLANS The Company currently has no formal Year 2000 contingency plans. FACTORS AFFECTING FUTURE RESULTS Historically, a limited number of vehicle suppliers have accounted for a substantial portion of the Company's revenues. In the second quarter of fiscal 1999 and 1998, vehicles supplied by Copart's largest vehicle supplier accounted for approximately 15% and 16%, of Copart's revenues, respectively. The Company's agreements with these and other vehicle suppliers are either oral or written agreements that typically are subject to cancellation by either party upon 30 days' notice. There can be no assurance that existing agreements will not be canceled or that the terms of any new agreements will be comparable to those of existing agreements. The Company believes that, as the salvage vehicle auction industry becomes more consolidated, the likelihood of large vehicle suppliers entering into agreements with single companies to dispose of all of their salvage vehicles on a statewide, regional or national basis increases.* There can be no assurance that the Company will be able to enter into such agreements or that it will be able to retain its existing supply of salvage vehicles in the event vehicle suppliers begin disposing of their salvage vehicles pursuant to state, regional or national agreements with other operators of salvage vehicle auction facilities. A loss or reduction in the number of vehicles from a significant vehicle supplier or material changes in the terms of an arrangement with a substantial vehicle supplier could have a material adverse effect on the Company's financial condition and results of operations. The Company's operating results have fluctuated in the past and may fluctuate significantly in the future depending on a number of factors. These factors include changes in the market value of salvage vehicles, buyer attendance at salvage auctions, fluctuations in vehicle transportation costs, delays or changes in state title processing and/or changes in state or federal laws or regulations affecting salvage vehicles, fluctuations in Actual Cash Values ("ACV's") of salvage vehicles, the availability of vehicles and weather conditions. As a result, the Company believes that period-to-period comparisons of its results of operations should not be relied upon as any indication of future performance. There can be no assurance, therefore, that the Company's operating results in some future quarter will not be below the expectations of public market analysts and/or investors. 13
The market price of the Company's Common Stock is subject to significant fluctuations in response to various factors and events, including variations in the Company's operating results, the inability to continue to increase service fees, the timing and size of acquisitions and facility openings, the loss of vehicle suppliers or buyers, the announcement of new vehicle supply agreements by the Company or its competitors, changes in regulations governing the Company's operations or its vehicle suppliers, environmental problems or litigation. In addition, the stock market in recent years has experienced broad price and volume fluctuations that often have been unrelated to the specific operating performance of companies. The Company seeks to increase sales and profitability primarily through the increase of salvage vehicle volume and revenue at existing facilities, the opening of new facilities and the acquisition of other salvage vehicle auction facilities. There can be no assurance that the Company will be able to continue to acquire additional facilities on terms economical to the Company or that the Company will be able to increase revenues at newly acquired facilities above levels realized at such facilities prior to their acquisition by the Company. Additionally, as the Company continues to grow, its openings and acquisitions will have to be more numerous or of a larger size in order to have a material impact on the Company's operations. The ability of the Company to achieve its expansion objectives and to manage its growth is also dependent on other factors, including the integration of new facilities into existing operations, the establishment of new relationships or expansion of existing relationships with vehicle suppliers, the identification and lease of suitable premises on competitive terms and the availability of capital. The size and timing of such acquisitions and openings may vary. Management believes that facilities opened by the Company require more time to reach revenue and profitability levels comparable to its existing facilities and may have greater working capital requirements than those facilities acquired by the Company. Therefore, to the extent that the Company opens a greater number of facilities in the future than it has historically, the Company's growth rate in revenues and profitability may be adversely affected. Currently, Willis J. Johnson, Chief Executive Officer of the Company, together with two other existing shareholders, beneficially owns approximately 40% of the issued and outstanding shares of Common Stock. This interest in the Company may also have the effect of making certain transactions, such as mergers or tender offers involving the Company, more difficult or impossible, absent the support of Mr. Johnson, and such other existing shareholders. The Company's operations are subject to federal, state and local laws and regulations regarding the protection of the environment. In the salvage vehicle auction industry, large numbers of wrecked vehicles are stored at auction facilities for short periods of time. Minor spills of gasoline, motor oils and other fluids may occur from time to time at the Company's facilities which may result in localized soil, surface water or groundwater contamination. Petroleum products and other hazardous materials are contained in aboveground or underground storage tanks located at certain of the Company's facilities. Waste materials such as waste solvents or used oils are generated at some of the Company's facilities that are disposed of as nonhazardous or hazardous wastes. The Company has put into place procedures to reduce the amounts of soil contamination that may occur at its facilities, and has initiated safety programs and training of personnel on safe storage and handling of hazardous materials. The Company believes that it is in compliance in all material respects with applicable environmental regulations and does not anticipate any material capital expenditures for environmental compliance or remediation that are not currently reserved for.* Environmental laws and regulations, however, could become more stringent over time and there can be no assurance that the Company or its operations will not be subject to significant compliance costs in the future. To date, the Company has not incurred expenditures for preventive or remedial action with respect to soil contamination or the use of hazardous materials which have had a material adverse effect on the Company's financial condition or results of operations. The soil contamination which may occur at the Company's facilities and the potential contamination by previous users of certain acquired facilities create the risk, however, that the Company could 14
incur substantial expenditures for preventive or remedial action, as well as potential liability arising as a consequence of hazardous material contamination, which could have a material adverse effect on the Company. The salvage vehicle auction industry is highly fragmented in many markets. As a result, the Company faces intense competition for the supply of salvage vehicles from vehicle suppliers, as well as competition for buyers of vehicles from other salvage vehicle auction companies. The Company believes its principal competitor is Insurance Auto Auctions, Inc. ("IAA"). Over the last three years, IAA acquired and opened a number of salvage vehicle auction facilities. IAA is a significant competitor in certain regions in which the Company operates or may expand in the future. In other regions of the United States, the Company faces substantial competition from salvage vehicle auction facilities with established relationships with vehicle suppliers and buyers and financial resources which may be greater than the Company's. Due to the limited number of vehicle suppliers and the absence of long-term contractual commitments between the Company and such salvage vehicle suppliers, competition for salvage vehicles from such suppliers is intense. The Company may also encounter significant competition for state, regional and national supply agreements with vehicle suppliers. 15
PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Shareholders of the Company was held on December 8, 1998 (the "Meeting"). (b) The following directors were elected at the Meeting: Willis J. Johnson Marvin L. Schmidt A. Jayson Adair James Grosfeld James E. Meeks Jonathan Vannini Harold Blumenstein (c) The results of the vote on the matters voted upon at the meeting are: <TABLE> <CAPTION> (i) Election of Directors For Withheld --------------------- --- -------- <S> <C> <C> Willis J. Johnson 12,440,164 45,012 Marvin L. Schmidt 12,438,851 46,325 A. Jayson Adair 12,415,328 69,848 James Grosfeld 12,434,922 50,254 James E. Meeks 12,415,599 69,577 Jonathan Vannini 12,452,151 33,025 Harold Blumenstein 12,453,564 31,612 </TABLE> (ii) Ratification of KPMG LLP as independent auditors for the Company for fiscal year 1999: <TABLE> <CAPTION> For Against Abstained No Vote --- ------ --------- ------- <S> <C> <C> <C> 12,482,579 786 1,811 -0- </TABLE> The foregoing matters are described in more detail in the Company's definitive proxy statement dated October 26, 1998 relating to the Meeting. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27.1 Financial Data Schedule (b) Reports on Form 8-K. None 16
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COPART, INC. /s/ Wayne R. Hilty ------------------------------------------------ Wayne R. Hilty, Senior Vice President and Chief Financial Officer (duly authorized officer and principal financial and accounting officer) Date: March 9, 1999 17