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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-2867490
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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14185 Dallas Parkway, Suite 300, Dallas, Texas
(Address of principal executive offices)
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75254
(Zip Code)
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Title of Each Class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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The NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
Number
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Item 1
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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providing coverage that facilitates seller access to buyers around the world, reducing towing and third-party storage expenses, offering a local presence for vehicle inspection stations, and providing prompt response to catastrophes and natural disasters by specially-trained teams;
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•
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providing a comprehensive range of services that includes merchandising, efficient title processing, timely pick-up and delivery of vehicles, and internet sales;
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•
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establishing and efficiently integrating new facilities and acquisitions;
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•
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increasing the number of bidders that can participate at each sale through the ease and convenience of internet bidding;
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•
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applying technology to enhance operating efficiency through internet bidding, web-based order processing, salvage value quotes, electronic communication with members and sellers, and vehicle imaging; and
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•
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providing
a venue for insurance customers through our Virtual Insured Exchange (VIX) product to contingently sell a vehicle through our auction process to assess true market value, equipping our insurance customers with market data in its negotiations with owners who wish to retain their damaged vehicles.
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•
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the anticipated percentage return on salvage (i.e., gross salvage proceeds, minus vehicle handling and selling expenses, divided by the PAV);
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•
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the services provided by the company and the degree to which such services reduce their administrative costs and expenses;
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•
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the price the company charges for its services;
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•
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geographic coverage;
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•
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the ability to respond to natural disasters;
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•
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the ability to provide analytical data to the seller; and
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•
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in the U.K., in certain situations, the actual amount paid for the vehicle.
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•
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attractiveness and efficiency to buyers, leading to enhanced selling prices for vehicles;
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•
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a reduction in administrative time and effort;
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•
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a reduction in overall vehicle towing costs;
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•
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convenient local facilities;
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•
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improved access to buyers throughout the world;
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•
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a prompt response in the event of a natural disaster or other catastrophe; and
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•
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consistency in products and services.
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•
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internet bidding, internet proxy bidding, and virtual sales powered by VB3, which enhance the competitive bidding process;
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•
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mobile applications, which allow members to search, bid, create watch lists, join auctions and bid in numerous languages from anywhere;
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•
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a tailored experience by way of predictive analytics through collaborative filtering, such as the Recommendations Engine feature that suggests similar makes and models based on a member’s behavior;
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•
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Buy It Now, which provides an option to our members to purchase specific pre-qualified vehicles immediately at a set price before the live auction process;
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•
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online payment capabilities via our ePay product, credit cards and dealer financing programs;
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•
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email notifications available in numerous languages to potential buyers of vehicles that match desired characteristics;
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•
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sophisticated vehicle processing at storage sites, including digital imaging of each vehicle and the scanning of each vehicle’s title and other significant documents such as body shop invoices, all of which are available from us over the internet;
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•
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specialty sales, which allow buyers the opportunity to focus on such select types of vehicles as motorcycles, heavy equipment, boats, recreational vehicles and rental cars;
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•
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interactive online counter-bidding, which allows sellers who have placed a minimum bid or a bid to be approved on a vehicle to directly counter-bid the current high bidder;
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•
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second chance bidding, which allows the second highest bidder the opportunity to purchase the vehicle for the seller’s current minimum bid after the high bidder fails to consummate the purchase; and
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•
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Night Cap sales, which provides an additional opportunity for bidding on vehicles that have not previously achieved their minimum bid.
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•
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expand our global presence;
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•
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strengthen our networks and access new markets;
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•
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utilize our existing corporate and technology infrastructure over a larger base of operations; and
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•
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introduce our comprehensive services and operational expertise.
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United States
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4,431
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International
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1,595
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Total employees
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6,026
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•
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the difficulty of managing and staffing foreign offices;
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•
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the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
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•
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the need to localize our product offerings, particularly the need to implement our online auction platform in foreign countries;
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•
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the need to comply with complex foreign and U.S. laws and regulations that apply to our international operations;
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•
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tariffs and trade barriers and other regulatory or contractual limitations on our ability to operate in certain foreign markets;
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•
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exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates;
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•
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adapting to different business cultures and market structures, particularly where we seek to implement our auction model in markets where insurers have historically not played a substantial role in the disposition of salvage vehicles; and
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•
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repatriation of funds currently held in foreign jurisdictions to the U.S. may result in higher effective tax rates.
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•
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continue to acquire additional facilities on favorable terms;
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•
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expand existing facilities in no-growth regulatory environments;
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•
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obtain or retain buyers, sellers, and sales volumes in new markets or facilities;
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•
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increase revenues and profitability at acquired and new facilities;
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•
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maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic acquisitions;
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•
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create new vehicle storage facilities that meet our current revenue and profitability requirements; or
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•
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obtain necessary regulatory approvals under applicable antitrust and competition laws.
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•
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hire, train and manage additional qualified personnel;
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•
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establish new relationships or expand existing relationships with vehicle sellers;
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•
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identify and acquire or lease suitable premises on competitive terms;
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•
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secure adequate capital; and
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•
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maintain the supply of vehicles from vehicle sellers.
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•
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fluctuations in the market value of salvage and used vehicles;
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•
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fluctuations in commodity prices, particularly the per ton price of crushed car bodies;
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•
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the impact of foreign exchange gain and loss as a result of international operations;
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•
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our ability to successfully integrate our newly acquired operations in international markets and any additional markets we may enter;
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•
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the availability of salvage vehicles or other vehicles we sell;
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•
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variations in vehicle accident rates;
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•
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member participation in the internet bidding process;
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•
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delays or changes in state title processing;
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•
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changes in international, state or federal laws, regulations, or treaties affecting the vehicles we sell;
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•
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changes in the application, interpretation, and enforcement of existing laws, regulations or treaties;
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•
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trade disputes and other political, diplomatic, legal, or regulatory developments;
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•
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inconsistent application or enforcement of laws or regulations by regulators, governmental or quasi-governmental entities, or law enforcement or quasi-law enforcement agencies, as compared to our competitors;
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•
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changes in laws affecting who may purchase the vehicles we sell;
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•
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our ability to integrate and manage our acquisitions successfully;
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•
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the timing and size of our new facility openings;
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•
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the announcement of new vehicle supply agreements by us or our competitors;
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•
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the severity of weather and seasonality of weather patterns;
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•
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the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations and infrastructure;
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•
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the availability and cost of general business insurance;
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•
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labor costs and collective bargaining;
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•
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changes in the current levels of out of state and foreign demand for salvage vehicles;
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•
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the introduction of a similar internet product by a competitor; and
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•
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the ability to obtain or maintain necessary permits to operate.
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•
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enhance our existing services;
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•
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develop and license new services and technologies that address the increasingly sophisticated and varied needs of our current and prospective customers; and
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•
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respond to technological advances and emerging industry standards and practices in a cost-effective and timely basis.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2018
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2017
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||||||||||||
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High
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Low
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High
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Low
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||||||||
Fourth Quarter
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$
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60.43
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$
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50.87
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$
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31.95
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$
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29.18
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Third Quarter
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$
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52.73
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$
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39.21
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$
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31.20
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$
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27.83
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Second Quarter
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$
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46.09
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$
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35.32
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$
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28.81
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|
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$
|
25.40
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First Quarter
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|
$
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36.65
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|
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$
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30.46
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|
|
$
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27.23
|
|
|
$
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24.87
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Period
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Total
Number of
Shares
|
|
Average
Price Paid
Per Share
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|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program
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Maximum Number
of Shares That May
Yet be Purchased
Under the Program
(1)
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|||||
Fiscal 2016
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First Quarter
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—
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$
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—
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—
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94,963,436
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Second Quarter
(2)
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|
16,666,666
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|
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$
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19.50
|
|
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—
|
|
|
94,963,436
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Third Quarter
|
|
5,877,038
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$
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20.07
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5,877,038
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89,086,398
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Fourth Quarter
|
|
—
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$
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—
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—
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|
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89,086,398
|
|
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
|
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First Quarter
|
|
—
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|
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$
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—
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|
|
—
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|
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89,086,398
|
|
Second Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
Third Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
Fourth Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
Second Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
Third Quarter
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
May 1, 2018 through May 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
June 1, 2018 through June 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
July 1, 2018 through July 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
89,086,398
|
|
(1)
|
The Company’s stock repurchase program was announced on February 20, 2003. On September 22, 2011, the Company’s board of directors approved an
80 million
share increase in the Company’s stock repurchase program, bringing the total current authorization to
196 million
shares. The repurchase may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time.
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(2)
|
16,666,666
shares were repurchased by the Company through its modified “Dutch Auction” tender offer under which the Company was to purchase up to
14,634,146
shares of its common stock at a price not greater than
$20.50
nor less than
$19.00
per share
. The tender offer was announced on November 23, 2015 and was completed on December 30, 2015.
|
Period
|
|
Options Exercised
|
|
Weighted Average Exercise Price
|
|
Shares Net Settled for Exercise
|
|
Shares Withheld for Taxes
(1)
|
|
Net Shares to Employees
|
|
Weighted Average Share Price for Withholding
|
|
Employee Stock Based Tax Withholding (in 000s)
|
||||||||||
FY 2016—Q4
|
|
2,260,000
|
|
|
$
|
9.32
|
|
|
821,296
|
|
|
586,304
|
|
|
852,400
|
|
|
$
|
25.65
|
|
|
$
|
15,039
|
|
FY 2017—Q1
|
|
18,000,000
|
|
|
7.70
|
|
|
5,408,972
|
|
|
5,255,322
|
|
|
7,335,706
|
|
|
25.62
|
|
|
134,615
|
|
|||
FY 2018—Q2
|
|
80,000
|
|
|
6.54
|
|
|
11,996
|
|
|
—
|
|
|
68,004
|
|
|
43.60
|
|
|
—
|
|
(1)
|
Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against our stock repurchase program.
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|
|
Fiscal Year Ended July 31,
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||||||||||||||||||||||
|
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2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Copart, Inc.
|
|
$
|
100.00
|
|
|
$
|
102.68
|
|
|
$
|
110.83
|
|
|
$
|
155.15
|
|
|
$
|
193.73
|
|
|
$
|
353.06
|
|
NASDAQ Composite
|
|
$
|
100.00
|
|
|
$
|
123.49
|
|
|
$
|
145.85
|
|
|
$
|
148.64
|
|
|
$
|
183.99
|
|
|
$
|
223.06
|
|
NASDAQ Industrial
|
|
$
|
100.00
|
|
|
$
|
113.05
|
|
|
$
|
134.93
|
|
|
$
|
142.76
|
|
|
$
|
171.09
|
|
|
$
|
204.84
|
|
NASDAQ Q-50 (NXTQ)
|
|
$
|
100.00
|
|
|
$
|
114.47
|
|
|
$
|
127.30
|
|
|
$
|
127.71
|
|
|
$
|
152.84
|
|
|
$
|
198.33
|
|
*
|
Assumes that $100.00 was invested on
July 31, 2013
in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index and the NASDAQ Q-50 (NXTQ), and that all dividends were reinvested. No dividends have been declared on our common stock. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.
|
|
|
Fiscal Year Ended July 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except per share)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
1,805,695
|
|
|
$
|
1,447,981
|
|
|
$
|
1,268,449
|
|
|
$
|
1,146,079
|
|
|
$
|
1,163,489
|
|
Operating income
|
|
584,345
|
|
|
461,299
|
|
|
406,470
|
|
|
344,401
|
|
|
274,934
|
|
|||||
Income before income taxes
|
|
562,511
|
|
|
440,100
|
|
|
395,865
|
|
|
332,069
|
|
|
270,035
|
|
|||||
Income taxes
|
|
144,504
|
|
|
45,839
|
|
|
125,505
|
|
|
112,286
|
|
|
91,348
|
|
|||||
Net income
|
|
$
|
418,007
|
|
|
$
|
394,261
|
|
|
$
|
270,360
|
|
|
$
|
219,783
|
|
|
$
|
178,687
|
|
Basic net income per common share
|
|
$
|
1.80
|
|
|
$
|
1.72
|
|
|
$
|
1.18
|
|
|
$
|
0.87
|
|
|
$
|
0.71
|
|
Weighted average common shares outstanding
|
|
231,793
|
|
|
228,686
|
|
|
228,846
|
|
|
251,829
|
|
|
251,387
|
|
|||||
Diluted net income per common share
|
|
$
|
1.73
|
|
|
$
|
1.66
|
|
|
$
|
1.11
|
|
|
$
|
0.84
|
|
|
$
|
0.68
|
|
Diluted weighted average common shares outstanding
|
|
241,877
|
|
|
237,019
|
|
|
244,295
|
|
|
262,851
|
|
|
262,459
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
274,520
|
|
|
$
|
210,100
|
|
|
$
|
155,849
|
|
|
$
|
456,012
|
|
|
$
|
158,668
|
|
Working capital
|
|
431,860
|
|
|
285,108
|
|
|
220,523
|
|
|
521,456
|
|
|
168,007
|
|
|||||
Total assets
|
|
2,307,698
|
|
|
1,982,501
|
|
|
1,649,820
|
|
|
1,798,660
|
|
|
1,506,121
|
|
|||||
Total debt
|
|
399,898
|
|
|
633,038
|
|
|
640,492
|
|
|
644,514
|
|
|
302,218
|
|
|||||
Stockholders’ equity
|
|
1,581,099
|
|
|
1,098,600
|
|
|
774,456
|
|
|
964,464
|
|
|
1,003,499
|
|
Locations
|
|
Acquisition or Greenfield
|
|
Date
|
|
Geographic Service Area
|
Dallas, Texas
|
|
Greenfield
|
|
March 2016
|
|
United States
|
Wilmer, Texas (Dallas)
|
|
Greenfield
|
|
April 2016
|
|
United States
|
Temple, Texas
|
|
Greenfield
|
|
April 2016
|
|
United States
|
Colorado Springs, Colorado
|
|
Greenfield
|
|
May 2016
|
|
United States
|
Denver, Colorado
|
|
Greenfield
|
|
July 2016
|
|
United States
|
Cartersville, Georgia
|
|
Greenfield
|
|
July 2016
|
|
United States
|
Brighton, Colorado (Denver)
|
|
Greenfield
|
|
August 2016
|
|
United States
|
Sun Valley, California (Los Angeles)
|
|
Greenfield
|
|
November 2016
|
|
United States
|
Casper, Wyoming
|
|
Greenfield
|
|
January 2017
|
|
United States
|
Littleton, Colorado (Denver)
|
|
Greenfield
|
|
January 2017
|
|
United States
|
Apopka, Florida (Orlando)
|
|
Greenfield
|
|
January 2017
|
|
United States
|
Alorton, Illinois (St. Louis)
|
|
Greenfield
|
|
February 2017
|
|
United States
|
Okeechobee, Florida
|
|
Greenfield
|
|
March 2017
|
|
United States
|
Ogden, Utah (Salt Lake City)
|
|
Greenfield
|
|
March 2017
|
|
United States
|
Wilmington, California (Long Beach)
|
|
Greenfield
|
|
March 2017
|
|
United States
|
Cycle Express, LLC
(1)
|
|
Acquisition
|
|
June 2017
|
|
United States
|
Andrews, Texas (Midland)
|
|
Greenfield
|
|
August 2017
|
|
United States
|
Exeter, Rhode Island
|
|
Greenfield
|
|
October 2017
|
|
United States
|
Lumberton, North Carolina
|
|
Greenfield
|
|
June 2018
|
|
United States
|
Castledermot, Republic of Ireland
|
|
Greenfield
|
|
April 2016
|
|
Republic of Ireland
|
Algete, Spain (Madrid)
|
|
Greenfield
|
|
July 2016
|
|
Spain
|
Bad Fallingbostel, Germany (Hanover)
|
|
Greenfield
|
|
September 2016
|
|
Germany
|
Nobitz, Germany (Leipzig)
|
|
Greenfield
|
|
April 2018
|
|
Germany
|
Newbury, United Kingdom
|
|
Greenfield
|
|
September 2016
|
|
United Kingdom
|
Belfast, Northern Ireland
|
|
Greenfield
|
|
April 2018
|
|
United Kingdom
|
Betim, Minas Gerais
|
|
Greenfield
|
|
April 2017
|
|
Brazil
|
Espoo, Finland
|
|
Acquisition
|
|
March 2018
|
|
Finland
|
Pirkkala, Finland
|
|
Acquisition
|
|
March 2018
|
|
Finland
|
Oulu, Finland
|
|
Acquisition
|
|
March 2018
|
|
Finland
|
Turku, Finland
|
|
Acquisition
|
|
March 2018
|
|
Finland
|
(1)
|
Cycle Express, LLC conducts business primarily as National Powersport Auctions (NPA), a leading non-salvage auction platform for motorcycles, snowmobiles, watercraft and other powersports vehicles. NPA currently operates facilities in Atlanta, Georgia; Cincinnati, Ohio; Dallas, Texas; Philadelphia, Pennsylvania; and San Diego, California.
|
|
|
Year Ended July 31,
|
|||||||
(In percentages)
|
|
2018
|
|
2017
|
|
2016
|
|||
Service revenues and vehicle sales:
|
|
|
|
|
|
|
|
|
|
Service revenues
|
|
87
|
%
|
|
89
|
%
|
|
87
|
%
|
Vehicle sales
|
|
13
|
%
|
|
11
|
%
|
|
13
|
%
|
Total service revenues and vehicle sales
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Yard operations
|
|
47
|
%
|
|
47
|
%
|
|
46
|
%
|
Cost of vehicle sales
|
|
11
|
%
|
|
9
|
%
|
|
11
|
%
|
General and administrative
|
|
10
|
%
|
|
11
|
%
|
|
11
|
%
|
Impairment of long-lived assets
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Total operating expenses
|
|
68
|
%
|
|
68
|
%
|
|
68
|
%
|
Operating income
|
|
32
|
%
|
|
32
|
%
|
|
32
|
%
|
Other (expense) income
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(1
|
)%
|
Income before income taxes
|
|
31
|
%
|
|
30
|
%
|
|
31
|
%
|
Income taxes
|
|
8
|
%
|
|
3
|
%
|
|
10
|
%
|
Net income
|
|
23
|
%
|
|
27
|
%
|
|
21
|
%
|
|
|
|
Year Ended July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
|||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
United States
|
|
$
|
1,385,238
|
|
|
$
|
1,128,990
|
|
|
$
|
958,558
|
|
|
$
|
256,248
|
|
|
22.7
|
%
|
|
$
|
170,432
|
|
|
17.8
|
%
|
|
International
|
|
193,264
|
|
|
157,262
|
|
|
145,821
|
|
|
36,002
|
|
|
22.9
|
%
|
|
11,441
|
|
|
7.8
|
%
|
|||||
Total service revenues
|
|
$
|
1,578,502
|
|
|
$
|
1,286,252
|
|
|
$
|
1,104,379
|
|
|
$
|
292,250
|
|
|
22.7
|
%
|
|
$
|
181,873
|
|
|
16.5
|
%
|
|
|
|
Year Ended July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
|||||||||||||
Vehicle sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
United States
|
|
$
|
105,784
|
|
|
$
|
64,198
|
|
|
$
|
57,478
|
|
|
$
|
41,586
|
|
|
64.8
|
%
|
|
$
|
6,720
|
|
|
11.7
|
%
|
|
International
|
|
121,409
|
|
|
97,531
|
|
|
106,592
|
|
|
23,878
|
|
|
24.5
|
%
|
|
(9,061
|
)
|
|
(8.5
|
)%
|
|||||
Total vehicle sales
|
|
$
|
227,193
|
|
|
$
|
161,729
|
|
|
$
|
164,070
|
|
|
$
|
65,464
|
|
|
40.5
|
%
|
|
$
|
(2,341
|
)
|
|
(1.4
|
)%
|
|
|
|
Year Ended July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
|||||||||||||
Cost of vehicle sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
United States
|
|
$
|
101,130
|
|
|
$
|
61,484
|
|
|
$
|
55,866
|
|
|
$
|
39,646
|
|
|
64.5
|
%
|
|
$
|
5,618
|
|
|
10.1
|
%
|
|
International
|
|
95,331
|
|
|
76,068
|
|
|
85,093
|
|
|
19,263
|
|
|
25.3
|
%
|
|
(9,025
|
)
|
|
(10.6
|
)%
|
|||||
Total cost of vehicle sales
|
|
$
|
196,461
|
|
|
$
|
137,552
|
|
|
$
|
140,959
|
|
|
$
|
58,909
|
|
|
42.8
|
%
|
|
$
|
(3,407
|
)
|
|
(2.4
|
)%
|
|
|
Year Ended July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
||||||||||||
Impairment
|
|
$
|
1,131
|
|
|
$
|
19,365
|
|
|
$
|
—
|
|
|
$
|
(18,234
|
)
|
|
(94.2
|
)%
|
|
$
|
19,365
|
|
|
100.0
|
%
|
Total other expenses
|
|
(21,834
|
)
|
|
(21,199
|
)
|
|
(10,605
|
)
|
|
(635
|
)
|
|
(3.0
|
)%
|
|
(10,594
|
)
|
|
(99.9
|
)%
|
|||||
Income taxes
|
|
144,504
|
|
|
45,839
|
|
|
125,505
|
|
|
98,665
|
|
|
215.2
|
%
|
|
(79,666
|
)
|
|
(63.5
|
)%
|
|
|
July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
||||||||||||
Cash and cash equivalents
|
|
$
|
274,520
|
|
|
$
|
210,100
|
|
|
$
|
155,849
|
|
|
$
|
64,420
|
|
|
30.7
|
%
|
|
$
|
54,251
|
|
|
34.8
|
%
|
Working capital
|
|
431,860
|
|
|
285,108
|
|
|
220,523
|
|
|
146,752
|
|
|
51.5
|
%
|
|
64,585
|
|
|
29.3
|
%
|
|
|
Year Ended July 31,
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
Change
|
|
% Change
|
|
Change
|
|
% Change
|
||||||||||||
Operating cash flows
|
|
$
|
535,069
|
|
|
$
|
492,058
|
|
|
$
|
332,498
|
|
|
$
|
43,011
|
|
|
8.7
|
%
|
|
$
|
159,560
|
|
|
48.0
|
%
|
Investing cash flows
|
|
(288,476
|
)
|
|
(335,791
|
)
|
|
(172,876
|
)
|
|
47,315
|
|
|
14.1
|
%
|
|
(162,915
|
)
|
|
(94.2
|
)%
|
|||||
Financing cash flows
|
|
(182,038
|
)
|
|
(106,975
|
)
|
|
(448,496
|
)
|
|
(75,063
|
)
|
|
(70.2
|
)%
|
|
341,521
|
|
|
76.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures, excluding acquisitions
|
|
$
|
(287,910
|
)
|
|
$
|
(172,178
|
)
|
|
$
|
(173,917
|
)
|
|
$
|
(115,732
|
)
|
|
(67.2
|
)%
|
|
$
|
1,739
|
|
|
1.0
|
%
|
Acquisitions, net of cash acquired
|
|
(8,787
|
)
|
|
(160,812
|
)
|
|
—
|
|
|
152,025
|
|
|
94.5
|
%
|
|
(160,812
|
)
|
|
(100.0
|
)%
|
|||||
Net (repayments) proceeds on revolving loan facility
|
|
(231,000
|
)
|
|
(7,000
|
)
|
|
238,000
|
|
|
(224,000
|
)
|
|
(3,200.0
|
)%
|
|
(245,000
|
)
|
|
(102.9
|
)%
|
|||||
Principal payments on long-term debt
|
|
—
|
|
|
—
|
|
|
(337,500
|
)
|
|
—
|
|
|
—
|
%
|
|
(337,500
|
)
|
|
(100.0
|
)%
|
Period
|
|
Options Exercised
|
|
Weighted Average Exercise Price
|
|
Shares Net Settled for Exercise
|
|
Shares Withheld for Taxes
(1)
|
|
Net Shares to Employees
|
|
Weighted Average Share Price for Withholding
|
|
Employee Stock Based Tax Withholding (in 000s)
|
||||||||||
FY 2016—Q4
|
|
2,260,000
|
|
|
$
|
9.32
|
|
|
821,296
|
|
|
586,304
|
|
|
852,400
|
|
|
$
|
25.65
|
|
|
$
|
15,039
|
|
FY 2017—Q1
|
|
18,000,000
|
|
|
7.70
|
|
|
5,408,972
|
|
|
5,255,322
|
|
|
7,335,706
|
|
|
25.62
|
|
|
134,615
|
|
|||
FY 2018—Q2
|
|
80,000
|
|
|
6.54
|
|
|
11,996
|
|
|
—
|
|
|
68,004
|
|
|
43.60
|
|
|
—
|
|
(1)
|
Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against our stock repurchase program.
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||||
(In thousands)
|
|
Less than
1 year |
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
|
Other
|
|
Total
|
||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt, revolving loan facility, including current portion
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
Interest payments on long-term debt, revolving loan facility, including current portion
(1)
|
|
17,901
|
|
|
35,776
|
|
|
33,720
|
|
|
65,361
|
|
|
—
|
|
|
152,758
|
|
||||||
Operating leases
(2)
|
|
29,773
|
|
|
40,986
|
|
|
25,462
|
|
|
54,068
|
|
|
—
|
|
|
150,289
|
|
||||||
Capital leases
(2)
|
|
966
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
||||||
Tax liabilities
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,277
|
|
|
27,277
|
|
||||||
Total contractual obligations
|
|
$
|
48,640
|
|
|
$
|
76,805
|
|
|
$
|
59,182
|
|
|
$
|
519,429
|
|
|
$
|
27,277
|
|
|
$
|
731,333
|
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||||||
Commercial Commitments
(4)
|
|
Less than
1 year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
|
Other
|
|
Total
|
||||||||||||
Letters of Credit
|
|
$
|
17,276
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,276
|
|
(1)
|
Revolving loan facility payments of
zero
and related interest payments reflect management’s intent for the use of the Revolving Loan Facility, which may change on a quarter by quarter basis.
|
(2)
|
Contractual obligations consist of future non-cancelable minimum lease payments under capital and operating leases, used in the normal course of business.
|
(3)
|
Tax liabilities include the long-term liabilities in the consolidated balance sheet for unrecognized tax positions. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to uncertainties in the timing of tax audit outcomes.
|
(4)
|
Commercial commitments consist primarily of letters of credit provided for insurance programs and certain business transactions.
|
Level I
|
Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
|
Level II
|
Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Interest rate hedges are valued at exit prices obtained from the counter-party.
|
Level III
|
Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate.
|
(a)
|
Financial statements:
|
(b)
|
Financial statement schedules:
|
(c)
|
Exhibits:
|
|
Registrant
|
|
|
|
|
|
|
|
C
OPART,
I
NC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ A
.
J
AYSON
A
DAIR
|
|
|
|
A. Jayson Adair
Chief Executive Officer
(Principal Executive Officer and Director)
|
|
C
OPART,
I
NC.
|
||
|
|
|
|
|
By:
|
|
/s/ J
EFFREY
L
IAW
|
|
|
|
Jeffrey Liaw, Chief Financial Officer (Principle Financial and Accounting Officer and duly Authorized Officer)
|
Signature
|
|
Capacity in Which Signed
|
|
Date
|
|
|
|
|
|
/s/ A
.
J
AYSON
A
DAIR
|
|
Chief Executive Officer (Principal Executive Officer and Director)
|
|
October 1, 2018
|
A. Jayson Adair
|
||||
|
|
|
|
|
/s/ Jeffrey Liaw
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
October 1, 2018
|
Jeffrey Liaw
|
||||
|
|
|
|
|
/s/ W
ILLIS
J
.
J
OHNSON
|
|
Chairman of the Board
|
|
October 1, 2018
|
Willis J. Johnson
|
||||
|
|
|
|
|
/s/ V
INCENT
W
.
M
ITZ
|
|
President and Director
|
|
October 1, 2018
|
Vincent W. Mitz
|
||||
|
|
|
|
|
/s/ J
AMES
E
.
M
EEKS
|
|
Director
|
|
October 1, 2018
|
James E. Meeks
|
||||
|
|
|
|
|
/s/ S
TEVEN
D
.
C
OHAN
|
|
Director
|
|
October 1, 2018
|
Steven D. Cohan
|
||||
|
|
|
|
|
/s/ D
ANIEL
E
NGLANDER
|
|
Director
|
|
October 1, 2018
|
Daniel Englander
|
||||
|
|
|
|
|
/s/ T
HOMAS
N
.
T
RYFOROS
|
|
Director
|
|
October 1, 2018
|
Thomas N. Tryforos
|
||||
|
|
|
|
|
/s/ M
ATT
B
LUNT
|
|
Director
|
|
October 1, 2018
|
Matt Blunt
|
Consolidated Financial Statements
|
|
Page Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
July 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
274,520
|
|
|
$
|
210,100
|
|
Accounts receivable, net
|
|
351,601
|
|
|
311,846
|
|
||
Vehicle pooling costs
|
|
34,284
|
|
|
31,118
|
|
||
Inventories
|
|
16,734
|
|
|
10,163
|
|
||
Income taxes receivable
|
|
15,312
|
|
|
6,418
|
|
||
Prepaid expenses and other assets
|
|
16,665
|
|
|
17,616
|
|
||
Total current assets
|
|
709,116
|
|
|
587,261
|
|
||
Property and equipment, net
|
|
1,163,425
|
|
|
944,056
|
|
||
Intangibles, net
|
|
64,892
|
|
|
75,938
|
|
||
Goodwill
|
|
337,235
|
|
|
340,243
|
|
||
Deferred income taxes
|
|
470
|
|
|
1,287
|
|
||
Other assets
|
|
32,560
|
|
|
33,716
|
|
||
Total assets
|
|
$
|
2,307,698
|
|
|
$
|
1,982,501
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
270,944
|
|
|
$
|
208,415
|
|
Deferred revenue
|
|
4,488
|
|
|
5,019
|
|
||
Income taxes payable
|
|
673
|
|
|
6,472
|
|
||
Deferred income taxes
|
|
—
|
|
|
92
|
|
||
Current portion of revolving loan facility and capital lease obligations
|
|
1,151
|
|
|
82,155
|
|
||
Total current liabilities
|
|
277,256
|
|
|
302,153
|
|
||
Deferred income taxes
|
|
19,733
|
|
|
3,192
|
|
||
Income taxes payable
|
|
27,277
|
|
|
24,573
|
|
||
Long-term debt, revolving loan facility, and capital lease obligations, net of discount
|
|
398,747
|
|
|
550,883
|
|
||
Other liabilities
|
|
3,586
|
|
|
3,100
|
|
||
Total liabilities
|
|
726,599
|
|
|
883,901
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock: $0.0001 par value—5,000,000 shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock: $0.0001 par value—400,000,000 shares authorized; 233,898,841 and 230,488,296 shares issued and outstanding, respectively
|
|
23
|
|
|
23
|
|
||
Additional paid-in capital
|
|
526,858
|
|
|
453,349
|
|
||
Accumulated other comprehensive loss
|
|
(107,928
|
)
|
|
(100,676
|
)
|
||
Retained earnings
|
|
1,162,146
|
|
|
745,370
|
|
||
Noncontrolling interest
|
|
—
|
|
|
534
|
|
||
Total stockholders’ equity
|
|
1,581,099
|
|
|
1,098,600
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,307,698
|
|
|
$
|
1,982,501
|
|
|
|
Year Ended July 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service revenues and vehicle sales:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
1,578,502
|
|
|
$
|
1,286,252
|
|
|
$
|
1,104,379
|
|
Vehicle sales
|
|
227,193
|
|
|
161,729
|
|
|
164,070
|
|
|||
Total service revenues and vehicle sales
|
|
1,805,695
|
|
|
1,447,981
|
|
|
1,268,449
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Yard operations
|
|
846,868
|
|
|
678,401
|
|
|
582,904
|
|
|||
Cost of vehicle sales
|
|
196,461
|
|
|
137,552
|
|
|
140,959
|
|
|||
General and administrative
|
|
176,890
|
|
|
151,364
|
|
|
138,116
|
|
|||
Impairment of long-lived assets
|
|
1,131
|
|
|
19,365
|
|
|
—
|
|
|||
Total operating expenses
|
|
1,221,350
|
|
|
986,682
|
|
|
861,979
|
|
|||
Operating income
|
|
584,345
|
|
|
461,299
|
|
|
406,470
|
|
|||
Other (expense) income:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(20,368
|
)
|
|
(23,779
|
)
|
|
(23,606
|
)
|
|||
Interest income
|
|
1,293
|
|
|
1,406
|
|
|
1,449
|
|
|||
Other income (expense), net
|
|
(2,759
|
)
|
|
1,174
|
|
|
11,552
|
|
|||
Total other expense
|
|
(21,834
|
)
|
|
(21,199
|
)
|
|
(10,605
|
)
|
|||
Income before income tax expense
|
|
562,511
|
|
|
440,100
|
|
|
395,865
|
|
|||
Income tax expense
|
|
144,504
|
|
|
45,839
|
|
|
125,505
|
|
|||
Net income
|
|
418,007
|
|
|
394,261
|
|
|
270,360
|
|
|||
Net income attributable to noncontrolling interest
|
|
140
|
|
|
34
|
|
|
—
|
|
|||
Net income attributable to Copart, Inc.
|
|
$
|
417,867
|
|
|
$
|
394,227
|
|
|
$
|
270,360
|
|
|
|
|
|
|
|
|
||||||
Basic net income per common share
|
|
$
|
1.80
|
|
|
$
|
1.72
|
|
|
$
|
1.18
|
|
Weighted average common shares outstanding
|
|
231,793
|
|
|
228,686
|
|
|
228,846
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net income per common share
|
|
$
|
1.73
|
|
|
$
|
1.66
|
|
|
$
|
1.11
|
|
Diluted weighted average common shares outstanding
|
|
241,877
|
|
|
237,019
|
|
|
244,295
|
|
|
|
Year Ended July 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
418,007
|
|
|
$
|
394,261
|
|
|
$
|
270,360
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Unrealized gain on interest rate swaps, net (a)
|
|
—
|
|
|
—
|
|
|
603
|
|
|||
Reclassification adjustment of interest rate swaps, net (b)
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|||
Foreign currency translation adjustments
|
|
(7,252
|
)
|
|
8,518
|
|
|
(40,684
|
)
|
|||
Comprehensive income
|
|
410,755
|
|
|
402,779
|
|
|
229,959
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
140
|
|
|
34
|
|
|
—
|
|
|||
Comprehensive income attributable to Copart, Inc.
|
|
$
|
410,615
|
|
|
$
|
402,745
|
|
|
$
|
229,959
|
|
(a)
|
Net of tax effect of
$(342)
for the year ended July 31, 2016.
|
(b)
|
Net of tax effect of
$178
for the year ended July 31, 2016.
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
Additional
Paid in
Capital
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Outstanding
Shares
|
|
Amount
|
|
|
|
Retained
Earnings
|
|
Noncontrolling Interest
|
|
Stockholders’
Equity
|
|||||||||||||||
Balances at July 31, 2015
|
|
240,312,680
|
|
|
$
|
24
|
|
|
$
|
407,796
|
|
|
$
|
(68,793
|
)
|
|
$
|
625,437
|
|
|
$
|
—
|
|
|
$
|
964,464
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270,360
|
|
|
—
|
|
|
270,360
|
|
||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,684
|
)
|
|
—
|
|
|
—
|
|
|
(40,684
|
)
|
||||||
Interest rate swaps, net of tax effects
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|
283
|
|
||||||
Exercise of stock options, net of repurchased shares
|
|
2,258,880
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
|
(1,114
|
)
|
||||||
Employee stock-based payment compensation and related tax benefit
|
|
—
|
|
|
—
|
|
|
20,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,631
|
|
||||||
Shares issued for Employee Stock Purchase Plan
|
|
216,264
|
|
|
—
|
|
|
3,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,369
|
|
||||||
Shares repurchased
|
|
(22,543,704
|
)
|
|
(2
|
)
|
|
(38,990
|
)
|
|
—
|
|
|
(403,861
|
)
|
|
—
|
|
|
(442,853
|
)
|
||||||
Balances at July 31, 2016
|
|
220,244,120
|
|
|
22
|
|
|
392,434
|
|
|
(109,194
|
)
|
|
491,194
|
|
|
—
|
|
|
774,456
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394,227
|
|
|
34
|
|
|
394,261
|
|
||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,518
|
|
|
—
|
|
|
—
|
|
|
8,518
|
|
||||||
Acquisition of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
||||||
Exercise of stock options, net of repurchased shares
|
|
10,053,463
|
|
|
1
|
|
|
35,805
|
|
|
—
|
|
|
(140,051
|
)
|
|
—
|
|
|
(104,245
|
)
|
||||||
Employee stock-based payment compensation and related tax benefit
|
|
—
|
|
|
—
|
|
|
20,840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,840
|
|
||||||
Shares issued for Employee Stock Purchase Plan
|
|
190,713
|
|
|
—
|
|
|
4,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,270
|
|
||||||
Balances at July 31, 2017
|
|
230,488,296
|
|
|
23
|
|
|
453,349
|
|
|
(100,676
|
)
|
|
745,370
|
|
|
534
|
|
|
1,098,600
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417,867
|
|
|
140
|
|
|
418,007
|
|
||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,252
|
)
|
|
—
|
|
|
—
|
|
|
(7,252
|
)
|
||||||
Distribution to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|
(235
|
)
|
||||||
Sale of majority-owned subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(439
|
)
|
|
(439
|
)
|
||||||
Exercise of stock options, net of repurchased shares
|
|
3,225,377
|
|
|
—
|
|
|
44,459
|
|
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
43,344
|
|
||||||
Employee stock-based payment compensation
|
|
—
|
|
|
—
|
|
|
23,197
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
23,221
|
|
||||||
Shares issued for Employee Stock Purchase Plan
|
|
185,168
|
|
|
—
|
|
|
5,853
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,853
|
|
||||||
Balances at July 31, 2018
|
|
233,898,841
|
|
|
$
|
23
|
|
|
$
|
526,858
|
|
|
$
|
(107,928
|
)
|
|
$
|
1,162,146
|
|
|
$
|
—
|
|
|
$
|
1,581,099
|
|
|
|
Year Ended July 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
418,007
|
|
|
$
|
394,261
|
|
|
$
|
270,360
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization, including debt cost
|
|
79,040
|
|
|
57,441
|
|
|
49,643
|
|
|||
Allowance for doubtful accounts
|
|
1,142
|
|
|
187
|
|
|
1,175
|
|
|||
Impairment of long-lived assets
|
|
1,157
|
|
|
19,365
|
|
|
—
|
|
|||
Equity in losses of unconsolidated affiliates
|
|
750
|
|
|
671
|
|
|
895
|
|
|||
Stock-based payment compensation
|
|
23,221
|
|
|
20,840
|
|
|
20,864
|
|
|||
Loss (gain) on sale of property and equipment
|
|
3,240
|
|
|
184
|
|
|
(54
|
)
|
|||
Deferred income taxes
|
|
16,717
|
|
|
19,901
|
|
|
5,740
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(40,335
|
)
|
|
(38,542
|
)
|
|
(54,213
|
)
|
|||
Vehicle pooling costs
|
|
(3,353
|
)
|
|
(1,915
|
)
|
|
(4,137
|
)
|
|||
Inventories
|
|
(3,959
|
)
|
|
1,294
|
|
|
(2,509
|
)
|
|||
Prepaid expenses and other current assets
|
|
(776
|
)
|
|
1,760
|
|
|
(738
|
)
|
|||
Other assets
|
|
70
|
|
|
1,085
|
|
|
4,164
|
|
|||
Accounts payable and accrued liabilities
|
|
53,320
|
|
|
4,269
|
|
|
48,347
|
|
|||
Deferred revenue
|
|
(520
|
)
|
|
392
|
|
|
983
|
|
|||
Income taxes receivable
|
|
(8,916
|
)
|
|
12,343
|
|
|
(12,649
|
)
|
|||
Income taxes payable
|
|
(3,149
|
)
|
|
(333
|
)
|
|
2,788
|
|
|||
Other liabilities
|
|
(587
|
)
|
|
(1,145
|
)
|
|
1,839
|
|
|||
Net cash provided by operating activities
|
|
535,069
|
|
|
492,058
|
|
|
332,498
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
|
(287,910
|
)
|
|
(172,178
|
)
|
|
(173,917
|
)
|
|||
Purchases of assets and liabilities in connection with acquisitions, net of cash acquired
|
|
(8,787
|
)
|
|
(160,812
|
)
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
|
6,425
|
|
|
765
|
|
|
662
|
|
|||
Proceeds from sale of majority-owned subsidiary
|
|
1,796
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated affiliate
|
|
—
|
|
|
(3,566
|
)
|
|
—
|
|
|||
Purchases of marketable securities
|
|
—
|
|
|
—
|
|
|
(21,119
|
)
|
|||
Proceeds from sale of marketable securities
|
|
—
|
|
|
—
|
|
|
21,498
|
|
|||
Net cash used in investing activities
|
|
(288,476
|
)
|
|
(335,791
|
)
|
|
(172,876
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||||
Proceeds from the exercise of stock options
|
|
44,459
|
|
|
31,188
|
|
|
13,240
|
|
|||
Proceeds from the issuance of Employee Stock Purchase Plan shares
|
|
5,853
|
|
|
4,270
|
|
|
3,369
|
|
|||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
(442,855
|
)
|
|||
Payments for employee stock-based tax withholdings
|
|
(1,115
|
)
|
|
(135,433
|
)
|
|
(15,039
|
)
|
|||
Proceeds from the issuance of long-term debt, net of discount
|
|
—
|
|
|
—
|
|
|
93,468
|
|
|||
Net (repayments) proceeds on revolving loan facility
|
|
(231,000
|
)
|
|
(7,000
|
)
|
|
238,000
|
|
|||
Debt offering costs
|
|
—
|
|
|
—
|
|
|
(1,179
|
)
|
|||
Principal payments on long-term debt
|
|
—
|
|
|
—
|
|
|
(337,500
|
)
|
|||
Distributions to noncontrolling interest
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(182,038
|
)
|
|
(106,975
|
)
|
|
(448,496
|
)
|
|||
Effect of foreign currency translation
|
|
(135
|
)
|
|
4,959
|
|
|
(11,289
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
64,420
|
|
|
54,251
|
|
|
(300,163
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
210,100
|
|
|
155,849
|
|
|
456,012
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
274,520
|
|
|
$
|
210,100
|
|
|
$
|
155,849
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|||||
Interest paid
|
|
$
|
20,343
|
|
|
$
|
23,221
|
|
|
$
|
23,606
|
|
Income taxes paid, net of refunds
|
|
$
|
142,161
|
|
|
$
|
14,011
|
|
|
$
|
127,981
|
|
Cumulative loss on foreign currency translation as of July 31, 2016
|
|
$
|
(109,194
|
)
|
Gain on foreign currency translation
|
|
8,518
|
|
|
Cumulative loss on foreign currency translation as of July 31, 2017
|
|
$
|
(100,676
|
)
|
Loss on foreign currency translation
|
|
(7,252
|
)
|
|
Cumulative loss on foreign currency translation as of July 31, 2018
|
|
$
|
(107,928
|
)
|
Level I
|
Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
|
Level II
|
Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly.
|
Level III
|
Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate.
|
|
|
July 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Expected life (in years)
|
|
5.3 – 6.9
|
|
|
5.5 – 7.4
|
|
|
5.3 – 7.2
|
|
|||
Risk-free interest rate
|
|
1.88 – 2.62
|
|
|
1.20 – 2.07
|
|
|
1.16 – 2.06
|
|
|||
Estimated volatility
|
|
20 – 21
|
|
|
20 – 23
|
|
|
21 – 26
|
|
|||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted average fair value at measurement date
|
|
$
|
8.88
|
|
|
$
|
7.05
|
|
|
$
|
5.04
|
|
Allocation of the acquisition:
|
|
|
|
|
Accounts receivable and prepaid expenses
|
|
$
|
6,583
|
|
Vehicle pooling costs
|
|
571
|
|
|
Property and equipment
|
|
10,903
|
|
|
Inventory
|
|
1,067
|
|
|
Intangible assets
|
|
72,100
|
|
|
Goodwill
|
|
77,990
|
|
|
Liabilities assumed
|
|
(8,025
|
)
|
|
Noncontrolling interest
|
|
(500
|
)
|
|
Fair value of net assets and liabilities acquired
|
|
$
|
160,689
|
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Advance charges receivable
|
|
$
|
230,092
|
|
|
$
|
204,097
|
|
Trade accounts receivable
|
|
125,255
|
|
|
110,189
|
|
||
Other receivables
|
|
1,698
|
|
|
1,871
|
|
||
|
|
357,045
|
|
|
316,157
|
|
||
Less: Allowance for doubtful accounts
|
|
(5,444
|
)
|
|
(4,311
|
)
|
||
Accounts receivable, net
|
|
$
|
351,601
|
|
|
$
|
311,846
|
|
|
|
July 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
4,311
|
|
|
$
|
4,120
|
|
|
$
|
2,988
|
|
Charged to costs and expenses
|
|
4,255
|
|
|
2,928
|
|
|
3,646
|
|
|||
Deductions to bad debt
|
|
(3,122
|
)
|
|
(2,737
|
)
|
|
(2,514
|
)
|
|||
Balance at end of year
|
|
$
|
5,444
|
|
|
$
|
4,311
|
|
|
$
|
4,120
|
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Transportation and other equipment
|
|
$
|
190,900
|
|
|
$
|
120,420
|
|
Office furniture and equipment
|
|
58,477
|
|
|
51,778
|
|
||
Software
|
|
30,680
|
|
|
38,501
|
|
||
Land
|
|
762,524
|
|
|
629,826
|
|
||
Buildings and leasehold improvements
|
|
610,964
|
|
|
555,525
|
|
||
|
|
1,653,545
|
|
|
1,396,050
|
|
||
Less: Accumulated depreciation and amortization
|
|
(490,120
|
)
|
|
(451,994
|
)
|
||
Property and equipment, net
|
|
$
|
1,163,425
|
|
|
$
|
944,056
|
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
340,243
|
|
|
$
|
260,198
|
|
Goodwill recorded during the period
|
|
(1,839
|
)
|
|
79,256
|
|
||
Effect of foreign currency exchange rates
|
|
(1,169
|
)
|
|
789
|
|
||
Ending balance
|
|
$
|
337,235
|
|
|
$
|
340,243
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
Net
Book Value
|
|
Weighted Average
Remaining Useful
Life (in years)
|
|||||||||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
July 31,
|
|
July 31,
|
||||||||||||||||||||
(In thousands, except remaining useful life)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Amortized intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Covenants not to compete
|
|
$
|
1,666
|
|
|
$
|
1,702
|
|
|
$
|
(1,656
|
)
|
|
$
|
(1,389
|
)
|
|
$
|
10
|
|
|
$
|
313
|
|
|
0
|
|
1
|
Supply contracts and customer relationships
|
|
71,787
|
|
|
75,462
|
|
|
(29,601
|
)
|
|
(22,248
|
)
|
|
42,186
|
|
|
53,214
|
|
|
10
|
|
9
|
||||||
Trade names
|
|
24,173
|
|
|
23,859
|
|
|
(6,405
|
)
|
|
(4,989
|
)
|
|
17,768
|
|
|
18,870
|
|
|
1
|
|
2
|
||||||
Licenses and databases
|
|
9,291
|
|
|
5,385
|
|
|
(4,363
|
)
|
|
(1,844
|
)
|
|
4,928
|
|
|
3,541
|
|
|
2
|
|
3
|
||||||
Intangibles, net
|
|
$
|
106,917
|
|
|
$
|
106,408
|
|
|
$
|
(42,025
|
)
|
|
$
|
(30,470
|
)
|
|
$
|
64,892
|
|
|
$
|
75,938
|
|
|
|
|
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Trade accounts payable
|
|
$
|
65,057
|
|
|
$
|
20,626
|
|
Accounts payable to sellers
|
|
68,660
|
|
|
50,534
|
|
||
Buyer deposits and prepayments
|
|
62,443
|
|
|
50,603
|
|
||
Accrued compensation and benefits
|
|
37,218
|
|
|
31,173
|
|
||
Accrued insurance
|
|
4,376
|
|
|
5,263
|
|
||
Other accrued liabilities
|
|
33,190
|
|
|
50,216
|
|
||
Total accounts payable and accrued expenses
|
|
$
|
270,944
|
|
|
$
|
208,415
|
|
(1)
|
Currently there are no outstanding balances on the Revolving Loan Facility and none are currently expected based on management’s intent of the use of the Revolving Loan Facility, which may change on a quarter by quarter basis.
|
|
July 31, 2018
|
|
July 31, 2017
|
||||||||||||
(In thousands)
|
Fair Value Total
|
|
Significant Observable Inputs
(Level II)
|
|
Fair Value Total
|
|
Significant Observable Inputs
(Level II)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
130,769
|
|
|
$
|
130,769
|
|
|
$
|
3,498
|
|
|
$
|
3,498
|
|
Total Assets
|
$
|
130,769
|
|
|
$
|
130,769
|
|
|
$
|
3,498
|
|
|
$
|
3,498
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Long-term fixed rate debt, including current portion
|
$
|
381,230
|
|
|
$
|
381,230
|
|
|
$
|
400,908
|
|
|
$
|
400,908
|
|
Revolving loan facility
|
—
|
|
|
—
|
|
|
231,000
|
|
|
231,000
|
|
||||
Total Liabilities
|
$
|
381,230
|
|
|
$
|
381,230
|
|
|
$
|
631,908
|
|
|
$
|
631,908
|
|
Period
|
|
Options Exercised
|
|
Weighted Average Exercise Price
|
|
Shares Net Settled for Exercise
|
|
Shares Withheld for Taxes
(1)
|
|
Net Shares to Employees
|
|
Weighted Average Share Price for Withholding
|
|
Employee Stock Based Tax Withholding (in 000s)
|
||||||||||
FY 2016—Q4
|
|
2,260,000
|
|
|
$
|
9.32
|
|
|
821,296
|
|
|
586,304
|
|
|
852,400
|
|
|
$
|
25.65
|
|
|
$
|
15,039
|
|
FY 2017—Q1
|
|
18,000,000
|
|
|
7.70
|
|
|
5,408,972
|
|
|
5,255,322
|
|
|
7,335,706
|
|
|
25.62
|
|
|
134,615
|
|
|||
FY 2018—Q2
|
|
80,000
|
|
|
6.54
|
|
|
11,996
|
|
|
—
|
|
|
68,004
|
|
|
43.60
|
|
|
—
|
|
(1)
|
Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program.
|
|
|
Year Ended July 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
General and administrative
|
|
$
|
19,351
|
|
|
$
|
17,622
|
|
|
$
|
18,194
|
|
Yard operations
|
|
3,870
|
|
|
3,286
|
|
|
2,670
|
|
|||
Total stock-based payment compensation
|
|
$
|
23,221
|
|
|
$
|
20,908
|
|
|
$
|
20,864
|
|
(In thousands, except per share amounts)
|
|
Number of
Shares
|
|
Weighted
Average Grant-
date Fair Value
|
|||
Non-vested shares at July 31, 2017
|
|
6,667
|
|
|
$
|
5.57
|
|
Grants of non-vested shares
|
|
2,383
|
|
|
8.88
|
|
|
Vested
|
|
(3,376
|
)
|
|
5.67
|
|
|
Forfeitures or expirations
|
|
(158
|
)
|
|
4.89
|
|
|
Non-vested shares at July 31, 2018
|
|
5,516
|
|
|
$
|
6.96
|
|
(In thousands, except per share and term data)
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(In years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding as of July 31, 2017
|
|
18,774
|
|
|
$
|
17.14
|
|
|
6.48
|
|
$
|
269,449
|
|
Grants of options
|
|
2,383
|
|
|
36.78
|
|
|
|
|
|
|||
Exercises
|
|
(3,202
|
)
|
|
14.05
|
|
|
|
|
|
|||
Forfeitures or expirations
|
|
(158
|
)
|
|
20.93
|
|
|
|
|
|
|||
Outstanding as of July 31, 2018
|
|
17,797
|
|
|
$
|
20.29
|
|
|
6.19
|
|
$
|
660,268
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of July 31, 2018
|
|
12,281
|
|
|
$
|
17.41
|
|
|
5.51
|
|
$
|
490,951
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest as of July 31, 2018
|
|
17,232
|
|
|
$
|
20.06
|
|
|
6.13
|
|
$
|
643,206
|
|
(In thousands, except per share amounts)
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Number
|
|
Weighted
Average
Exercise
Price
|
||||||
$8.19–$17.64
|
|
1,789
|
|
|
3.30
|
|
$
|
11.44
|
|
|
1,726
|
|
|
$
|
11.25
|
|
$17.73–$17.81
|
|
9,451
|
|
|
5.75
|
|
17.79
|
|
|
7,526
|
|
|
17.80
|
|
||
$18.06–$18.61
|
|
2,770
|
|
|
6.06
|
|
18.33
|
|
|
2,088
|
|
|
18.29
|
|
||
$18.84–$50.30
|
|
3,787
|
|
|
8.74
|
|
32.14
|
|
|
941
|
|
|
23.73
|
|
||
Outstanding and exercisable as of July 31, 2018
|
|
17,797
|
|
|
6.19
|
|
$
|
20.29
|
|
|
12,281
|
|
|
$
|
17.41
|
|
|
|
Year Ended July 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
|
$
|
501,961
|
|
|
$
|
385,526
|
|
|
$
|
339,013
|
|
International
|
|
60,550
|
|
|
54,574
|
|
|
56,852
|
|
|||
Total income before taxes
|
|
$
|
562,511
|
|
|
$
|
440,100
|
|
|
$
|
395,865
|
|
|
|
Year Ended July 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Federal:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
109,804
|
|
|
$
|
12,752
|
|
|
$
|
103,127
|
|
Deferred
|
|
17,094
|
|
|
20,094
|
|
|
7,019
|
|
|||
|
|
126,898
|
|
|
32,846
|
|
|
110,146
|
|
|||
State:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
9,100
|
|
|
1,659
|
|
|
5,347
|
|
|||
Deferred
|
|
(111
|
)
|
|
499
|
|
|
151
|
|
|||
|
|
8,989
|
|
|
2,158
|
|
|
5,498
|
|
|||
International:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
8,820
|
|
|
11,468
|
|
|
10,855
|
|
|||
Deferred
|
|
(203
|
)
|
|
(633
|
)
|
|
(994
|
)
|
|||
|
|
8,617
|
|
|
10,835
|
|
|
9,861
|
|
|||
Income tax expense
|
|
$
|
144,504
|
|
|
$
|
45,839
|
|
|
$
|
125,505
|
|
|
|
Year Ended July 31,
|
|||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory rate
|
|
26.9
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
|
1.3
|
%
|
|
1.3
|
%
|
|
0.9
|
%
|
International rate differential
|
|
(0.8
|
)%
|
|
(1.8
|
)%
|
|
(1.8
|
)%
|
Compensation and fringe benefits
(1)
|
|
(3.5
|
)%
|
|
(24.3
|
)%
|
|
(3.6
|
)%
|
Provisional transition tax
|
|
2.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Deferred tax remeasurement
|
|
(0.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other differences
|
|
0.4
|
%
|
|
0.2
|
%
|
|
1.2
|
%
|
Effective tax rate
|
|
25.7
|
%
|
|
10.4
|
%
|
|
31.7
|
%
|
(1)
|
Included in the compensation and fringe benefits rate reconciliation is the impact of the Company’s adoption of ASU No. 2016-09,
Improvements to Employee Share-Based Payment Accounting.
Under this standard, all excess tax benefits and tax deficiencies related to exercises of stock options are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur.
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
1,068
|
|
|
$
|
1,177
|
|
Accrued compensation and benefits
|
|
17,704
|
|
|
26,621
|
|
||
State taxes
|
|
580
|
|
|
215
|
|
||
Accrued other
|
|
1,930
|
|
|
2,684
|
|
||
Deferred revenue
|
|
929
|
|
|
(371
|
)
|
||
Property and equipment
|
|
—
|
|
|
9,405
|
|
||
Losses carried forward
|
|
3,065
|
|
|
3,688
|
|
||
Federal tax benefit
|
|
6,441
|
|
|
10,542
|
|
||
Total gross deferred tax assets
|
|
31,717
|
|
|
53,961
|
|
||
Less: Valuation allowance
|
|
(4,592
|
)
|
|
(6,455
|
)
|
||
Net deferred tax assets
|
|
27,125
|
|
|
47,506
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Vehicle pooling costs
|
|
(6,523
|
)
|
|
(9,590
|
)
|
||
Property and equipment
|
|
(14,147
|
)
|
|
—
|
|
||
Prepaid insurance
|
|
(708
|
)
|
|
(1,333
|
)
|
||
Intangibles and goodwill
|
|
(25,010
|
)
|
|
(38,580
|
)
|
||
Total gross deferred tax liabilities
|
|
(46,388
|
)
|
|
(49,503
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(19,263
|
)
|
|
$
|
(1,997
|
)
|
|
|
July 31,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
U.S. current liabilities
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
U.S. non-current (liabilities) assets
|
|
(16,018
|
)
|
|
1,054
|
|
||
International non-current liabilities
|
|
(3,245
|
)
|
|
(2,959
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(19,263
|
)
|
|
$
|
(1,997
|
)
|
|
|
July 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
19,269
|
|
|
$
|
20,715
|
|
|
$
|
17,428
|
|
Increases related to current year tax position
|
|
5,169
|
|
|
2,807
|
|
|
4,311
|
|
|||
Prior year tax positions:
|
|
|
|
|
|
|
|
|
|
|||
Prior year increase
|
|
554
|
|
|
2,694
|
|
|
1,120
|
|
|||
Prior year decrease
|
|
(2,079
|
)
|
|
(3,605
|
)
|
|
—
|
|
|||
Cash settlement
|
|
(519
|
)
|
|
(1,123
|
)
|
|
(412
|
)
|
|||
Lapse of statute of limitations
|
|
(1,072
|
)
|
|
(2,219
|
)
|
|
(1,732
|
)
|
|||
Ending balance
|
|
$
|
21,322
|
|
|
$
|
19,269
|
|
|
$
|
20,715
|
|
|
|
Year Ended July 31,
|
|||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average common shares outstanding
|
|
231,793
|
|
|
228,686
|
|
|
228,846
|
|
Effect of dilutive securities — stock options
|
|
10,084
|
|
|
8,333
|
|
|
15,449
|
|
Weighted average common and dilutive potential common shares outstanding
|
|
241,877
|
|
|
237,019
|
|
|
244,295
|
|
|
|
Year Ended July 31, 2018
|
||||||||||
(In thousands)
|
|
United States
|
|
International
|
|
Total
|
||||||
Total service revenues and vehicle sales
|
|
$
|
1,491,022
|
|
|
$
|
314,673
|
|
|
$
|
1,805,695
|
|
Yard operations
|
|
730,865
|
|
|
116,003
|
|
|
846,868
|
|
|||
Cost of vehicle sales
|
|
101,130
|
|
|
95,331
|
|
|
196,461
|
|
|||
General and administrative
|
|
144,140
|
|
|
32,750
|
|
|
176,890
|
|
|||
Impairment of long-lived assets
|
|
—
|
|
|
1,131
|
|
|
1,131
|
|
|||
Operating income
|
|
514,887
|
|
|
69,458
|
|
|
584,345
|
|
|||
Interest (expense) income, net
|
|
(19,996
|
)
|
|
921
|
|
|
(19,075
|
)
|
|||
Other income, net
|
|
(3,285
|
)
|
|
526
|
|
|
(2,759
|
)
|
|||
Intercompany income (expense)
|
|
10,355
|
|
|
(10,355
|
)
|
|
—
|
|
|||
Income before income tax expense
|
|
501,961
|
|
|
60,550
|
|
|
562,511
|
|
|||
Income tax expense
|
|
136,136
|
|
|
8,368
|
|
|
144,504
|
|
|||
Net income
|
|
$
|
365,825
|
|
|
$
|
52,182
|
|
|
$
|
418,007
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
67,779
|
|
|
$
|
10,819
|
|
|
$
|
78,598
|
|
Capital expenditures, including acquisitions
|
|
255,868
|
|
|
40,829
|
|
|
296,697
|
|
|||
Total assets
|
|
1,856,058
|
|
|
451,640
|
|
|
2,307,698
|
|
|||
Goodwill
|
|
256,434
|
|
|
80,801
|
|
|
337,235
|
|
|
|
Year Ended July 31, 2017
|
||||||||||
(In thousands)
|
|
United States
|
|
International
|
|
Total
|
||||||
Total service revenues and vehicle sales
|
|
$
|
1,193,188
|
|
|
$
|
254,793
|
|
|
$
|
1,447,981
|
|
Yard operations
|
|
585,587
|
|
|
92,814
|
|
|
678,401
|
|
|||
Cost of vehicle sales
|
|
61,484
|
|
|
76,068
|
|
|
137,552
|
|
|||
General and administrative
|
|
130,392
|
|
|
20,972
|
|
|
151,364
|
|
|||
Impairment of long-lived assets
|
|
19,365
|
|
|
—
|
|
|
19,365
|
|
|||
Operating income
|
|
396,360
|
|
|
64,939
|
|
|
461,299
|
|
|||
Interest (expense) income, net
|
|
(23,373
|
)
|
|
1,000
|
|
|
(22,373
|
)
|
|||
Other income, net
|
|
(10
|
)
|
|
1,184
|
|
|
1,174
|
|
|||
Intercompany income (expense)
|
|
12,549
|
|
|
(12,549
|
)
|
|
—
|
|
|||
Income before income tax expense
|
|
385,526
|
|
|
54,574
|
|
|
440,100
|
|
|||
Income tax expense
|
|
34,985
|
|
|
10,854
|
|
|
45,839
|
|
|||
Net income
|
|
$
|
350,541
|
|
|
$
|
43,720
|
|
|
$
|
394,261
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
47,507
|
|
|
$
|
9,493
|
|
|
$
|
57,000
|
|
Capital expenditures, including acquisitions
|
|
317,646
|
|
|
15,344
|
|
|
332,990
|
|
|||
Total assets
|
|
1,514,018
|
|
|
468,483
|
|
|
1,982,501
|
|
|||
Goodwill
|
|
259,162
|
|
|
81,081
|
|
|
340,243
|
|
|
|
Year Ended July 31, 2016
|
||||||||||
(In thousands)
|
|
United States
|
|
International
|
|
Total
|
||||||
Total service revenues and vehicle sales
|
|
$
|
1,016,036
|
|
|
$
|
252,413
|
|
|
$
|
1,268,449
|
|
Yard operations
|
|
494,146
|
|
|
88,758
|
|
|
582,904
|
|
|||
Cost of vehicle sales
|
|
55,866
|
|
|
85,093
|
|
|
140,959
|
|
|||
General and administrative
|
|
118,315
|
|
|
19,801
|
|
|
138,116
|
|
|||
Operating income
|
|
347,709
|
|
|
58,761
|
|
|
406,470
|
|
|||
Interest (expense) income, net
|
|
(23,178
|
)
|
|
1,021
|
|
|
(22,157
|
)
|
|||
Other income, net
|
|
1,216
|
|
|
10,336
|
|
|
11,552
|
|
|||
Intercompany income (expense)
|
|
13,266
|
|
|
(13,266
|
)
|
|
—
|
|
|||
Income before income tax expense
|
|
339,013
|
|
|
56,852
|
|
|
395,865
|
|
|||
Income tax expense
|
|
115,667
|
|
|
9,838
|
|
|
125,505
|
|
|||
Net income
|
|
$
|
223,346
|
|
|
$
|
47,014
|
|
|
$
|
270,360
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
39,083
|
|
|
$
|
9,492
|
|
|
$
|
48,575
|
|
Capital expenditures, including acquisitions
|
|
153,451
|
|
|
20,466
|
|
|
173,917
|
|
|||
Total assets
|
|
1,249,755
|
|
|
400,065
|
|
|
1,649,820
|
|
|||
Goodwill
|
|
179,906
|
|
|
80,292
|
|
|
260,198
|
|
Years Ending July 31, (In thousands)
|
|
Capital Leases
|
|
Operating Leases
|
||||
2019
|
|
$
|
966
|
|
|
$
|
29,773
|
|
2020
|
|
30
|
|
|
22,471
|
|
||
2021
|
|
13
|
|
|
18,515
|
|
||
2022
|
|
—
|
|
|
13,782
|
|
||
2023
|
|
—
|
|
|
11,680
|
|
||
Thereafter
|
|
—
|
|
|
54,068
|
|
||
Subtotal
|
|
1,009
|
|
|
150,289
|
|
||
Less: Amount relating to interest
|
|
(29
|
)
|
|
—
|
|
||
Total
|
|
$
|
980
|
|
|
$
|
150,289
|
|
|
|
Fiscal Quarter
|
||||||||||||||
Fiscal Year 2018 (In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total revenue
|
|
$
|
419,168
|
|
|
$
|
459,106
|
|
|
$
|
478,198
|
|
|
$
|
449,223
|
|
Gross profit
|
|
163,264
|
|
|
191,609
|
|
|
219,068
|
|
|
188,425
|
|
||||
Operating income
|
|
123,942
|
|
|
150,947
|
|
|
174,619
|
|
|
134,837
|
|
||||
Income before income taxes
|
|
114,128
|
|
|
144,438
|
|
|
171,216
|
|
|
132,729
|
|
||||
Net income attributable to Copart, Inc.
|
|
77,515
|
|
|
103,256
|
|
|
127,348
|
|
|
109,748
|
|
||||
Basic net income per common share
|
|
$
|
0.34
|
|
|
$
|
0.45
|
|
|
$
|
0.55
|
|
|
$
|
0.47
|
|
Diluted net income per common share
|
|
$
|
0.32
|
|
|
$
|
0.43
|
|
|
$
|
0.52
|
|
|
$
|
0.45
|
|
|
|
Fiscal Quarter
|
||||||||||||||
Fiscal Year 2017 (In thousands, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Total revenue
|
|
$
|
345,991
|
|
|
$
|
349,532
|
|
|
$
|
373,862
|
|
|
$
|
378,596
|
|
Gross profit
|
|
145,293
|
|
|
146,765
|
|
|
172,505
|
|
|
167,465
|
|
||||
Operating income
|
|
104,824
|
|
|
108,880
|
|
|
136,788
|
|
|
110,807
|
|
||||
Income before income taxes
|
|
102,534
|
|
|
100,099
|
|
|
131,088
|
|
|
106,379
|
|
||||
Net income attributable to Copart, Inc.
|
|
167,280
|
|
|
66,066
|
|
|
90,546
|
|
|
70,335
|
|
||||
Basic net income per common share
|
|
$
|
0.74
|
|
|
$
|
0.29
|
|
|
$
|
0.39
|
|
|
$
|
0.31
|
|
Diluted net income per common share
|
|
$
|
0.70
|
|
|
$
|
0.28
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
(1)
|
Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year.
|
|
|
|
|
Incorporated by reference herein
|
|||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
3.1
|
|
|
|
Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 3.1
|
|
February 25, 2016
|
|
3.2
|
|
|
|
Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 2
|
|
December 22, 2016
|
|
3.3
|
|
|
|
Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 3
|
|
December 22, 2016
|
|
10.1
|
|
*
|
|
Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 1
|
|
December 22, 2016
|
|
10.2
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
December 12, 2007
|
|
10.3
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3
|
|
December 12, 2007
|
|
10.4
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.5
|
|
December 12, 2007
|
|
10.5
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.4
|
|
December 12, 2007
|
|
10.6
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
December 15, 2010
|
|
10.7
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.13b
|
|
October 4, 2011
|
|
10.8
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.13
|
|
August 3, 2006
|
|
10.9
|
|
*
|
|
Quarterly Report on Form 10-Q (File No. 000-23255), Exhibit No. 10.1
|
|
December 10, 2008
|
|
10.10
|
|
*
|
|
Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 10.17
|
|
October 1, 2012
|
|
|
|
|
Incorporated by reference herein
|
|||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
10.11
|
|
|
|
Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 10.18
|
|
October 1, 2012
|
|
10.12
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
December 4, 2014
|
|
10.13
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2
|
|
December 4, 2014
|
|
10.14
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3
|
|
December 4, 2014
|
|
10.15
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
December 5, 2014
|
|
10.16
|
|
*
|
|
Registration Statement on Form S-8 (File No. 333-193244), Exhibit No. 4.2
|
|
January 9, 2014
|
|
10.17
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
June 4, 2015
|
|
10.18
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2
|
|
June 4, 2015
|
|
10.19
|
|
*
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.26
|
|
November 23, 2015
|
|
10.20
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
March 17, 2016
|
|
10.21
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1
|
|
July 27, 2016
|
|
10.22
|
|
|
|
Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2
|
|
July 27, 2016
|
|
14.01
|
|
|
|
Annual Report on Form 10-K (File No. 000-23254), Exhibit No. 14-01
|
|
October 17, 2003
|
|
|
|
|
Incorporated by reference herein
|
|||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
21.1
|
|
|
|
—
|
|
Filed herewith
|
|
23.1
|
|
|
|
—
|
|
Filed herewith
|
|
24.1
|
|
|
Power of Attorney (included on signature page)
|
|
—
|
|
Filed herewith
|
31.1
|
|
|
|
—
|
|
Filed herewith
|
|
31.2
|
|
|
|
—
|
|
Filed herewith
|
|
32.1
|
|
(1)
|
|
—
|
|
Filed herewith
|
|
32.2
|
|
(1)
|
|
—
|
|
Filed herewith
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Extension Definition
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
(1
|
)
|
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
|
|
|
|
*
|
Management contract, plan or arrangement
|
Name of subsidiary
|
State of incorporation
or organization
|
Name(s) under which subsidiary does business
|
31 W. 120 West Bartlett LLC
|
Illinois
|
|
Ace Auto Parts, Inc.
|
Oregon
|
|
California Towing & Storage, LLC
|
California
|
|
Copart Canis Magnus, Inc.
|
Delaware
|
|
Copart Catastrophe Response Fleet LLC
|
Delaware
|
Copart
|
Copart Credit Acceptance Corp.
|
California
|
|
Copart-Dallas, Inc.
|
California
|
|
Copart Equipment, LLC
|
Texas
|
|
Copart Excavation, Inc.
|
Delaware
|
Bright Excavation
|
Copart-Houston, Inc.
|
California
|
|
Copart Investment Holdings LLC
|
Delaware
|
|
Copart Land Holdings, LLC
|
Connecticut
|
|
Copart Land Holding, L.L.C.
|
Maryland
|
Copart Land Holding, L.L.C.
|
Copart of Arizona, Inc.
|
Arizona
|
Copart, Copart Auto Auctions, Copart Dealer Services, 57 Storage, New Mexico Salvage Pool, Copart Direct
|
Copart of Arkansas, Inc.
|
Arkansas
|
Copart, Copart Auto Auctions, Copart Dealer Services, Copart Direct, Copart Salvage Auto Auctions
|
Copart of Connecticut, Inc.
|
Connecticut
|
Copart, Copart Auto Auctions, CrashedToys, Copart Auto Auctions No. 143, Copart Salvage Auto Auctions, 1-800-Cash-For-Junk-Cars, CashForCars.com, Copart Dealer Services, Copart Direct, Replace My Car, Crashed Toys, Motors Auction Group
|
Copart of Florida, Inc.
|
Florida
|
|
Copart of Houston, Inc.
|
Texas
|
|
Copart of Kansas, Inc.
|
Kansas
|
|
Copart of Louisiana, Inc.
|
Louisiana
|
Copart, Copart Auto Auctions, Copart Dealer Services, Copart Direct, Replace My Car
|
Copart of Missouri, Inc.
|
Missouri
|
Copart, Copart Dealer Services, Copart Direct
|
Copart of Oklahoma, Inc.
|
Oklahoma
|
Copart, Copart Auto Auctions, Copart Dealer Services, Copart Direct
|
Copart of Tennessee, Inc.
|
Tennessee
|
Copart, Copart Auto Auctions
|
Copart of Texas, Inc.
|
Texas
|
Copart, Copart Dealer Services, Copart Direct
|
Copart of Washington, Inc.
|
Washington
|
Copart, Copart Auto Auctions, Copart Salvage Auto Auctions, Copart Dealer Services, Copart Direct, Replace My Car
|
CPRT Holdings LLC
|
Delaware
|
|
CPRT Land Holdings, Inc.
|
California
|
|
Crashed Toys L.L.C.
|
Iowa
|
Crashed Toys, Crashedtoys.com, QCSA Auto Auction, LLC, QCSA Auto Auctions, Inc., QCSA Direct, QCSA Auto Auction LLC
|
CWH Services, LLC
|
Minnesota
|
Cars With Heart, Cars With Heart Services, LLC
|
Cycle Express, LLC
|
Delaware
|
Cycle Express, LLC (Delaware), National Powersport Auctions
|
Name of subsidiary
|
State of incorporation
or organization |
Name(s) under which subsidiary does business
|
Dallas Copart Salvage Auto Auctions Limited Partnership
|
Texas
|
Copart, CrashedToys, Copart Dealer Services, Copart Direct
|
Desert View Auto Repo, Inc.
|
California
|
Desert View Auto Auctions, DVAA
|
Gulf Storage, Inc.
|
Louisiana
|
|
Houston Copart Salvage Auto Auctions Limited Partnership
|
Texas
|
Copart, Copart Auto Auctions, 1-800-Cash-For-Junk-Cars, CashForCars.com, Copart Dealer Services, Copart Direct, Replace My Car
|
Mercury Repo, LLC
|
Delaware
|
|
L & S Towing and Storage, LLC
|
Florida
|
|
Nazareth Church Road LLC
|
South Carolina
|
|
NPA Holdco, LLC
|
Delaware
|
|
Motors Auction Group, Inc.
|
Delaware
|
Delaware Public Auto Auction, Motors Auction Group, Mason Dixon Auto Sales, New Castle Auto Service
|
QCSA Charity, LLC
|
Delaware
|
Desert View Auto Auctions
|
QCSA Equipment, Inc.
|
Iowa
|
QCSA Direct
|
QCSA/Madison LLC
|
Illinois
|
|
QCSA Minnesota, LLC
|
Minnesota
|
|
QCSA of Hammond, LLC
|
Indiana
|
QCSA Direct
|
QCSA of Indiana LLC
|
Indiana
|
QCSA Direct, QCSA
|
QCSA/Springfield, Inc.
|
Illinois
|
|
Quad City Salvage Auction, Inc.
|
Iowa
|
QCSA Direct
|
Salvage Wholesale Auction Network, L.L.C.
|
Iowa
|
SWAN, QCSA Direct
|
Storage Direct, LLC
|
Pennsylvania
|
|
Sun Valley Land, LLC
|
California
|
|
TDP West Palm Inc.
|
Florida
|
Copart
|
VB2, Inc.
|
Delaware
|
|
VRS Innovations LLC
|
Delaware
|
|
Name of subsidiary
|
Jurisdiction of
incorporation or
organization
|
Name(s) under which subsidiary does business
|
Autoresiduos S.L.U.
|
Spain
|
|
Copart Autos España, S.L.U.
|
Spain
|
|
Autovahinkokeskus Oy
|
Finland
|
|
Copart Bahrain Auctions WLL
|
Bahrain
|
|
Copart Batavia B.V.
|
Netherlands
|
|
Copart do Brasil Organização de Leilões Ltda.
|
Brazil
|
Central de Leilões
|
Copart Canada Inc.
|
Canada
|
Copart, Copart Auto Auctions
|
Copart Claims Handling Services Limited
|
United Kingdom
|
|
Copart Deutschland GmbH
|
Germany
|
|
Copart Europe Limited
|
United Kingdom
|
|
Copart India Private Limited
|
India
|
|
Copart Ltd
|
United Kingdom
|
|
Copart Montréal Inc.
|
Canada
|
Copart Auction, Berpa Auto Auction, GPS Secure Storage, Encan Copart, Encan D’Autos Berpa, GPS Entreposage Sécuritaire, Réseau Des Commerҫants Automobiles Accrédités Du Québec
|
Copart Muscat Auctions LLC
|
Oman
|
|
Copart (Tianjin) Auto Auction Co., Ltd.
|
China
|
|
Copart UAE Auctions LLC
|
United Arab Emirates
|
|
Copart UK Limited
|
United Kingdom
|
|
Copart Vehicle Auctions Ireland Limited
|
Republic of Ireland
|
|
Copeford Limited
|
Republic of Ireland
|
|
Cornville Limited
|
United Kingdom
|
|
CPRT (Europe) Limited
|
United Kingdom
|
|
CPRT European Investments Limited
|
United Kingdom
|
|
CPRT GmbH
|
Germany
|
|
CPRT Holding Company Netherlands B.V.
|
Netherlands
|
|
CPRT LLP
|
United Kingdom
|
|
D Hales Limited
|
United Kingdom
|
|
TRAPOC GmbH
|
Germany
|
|
Trapoc Immobilien GmbH
|
Germany
|
|
Trapoc Limited
|
United Kingdom
|
|
TRPC Limited
|
United Kingdom
|
|
Universal Salvage Auctions Ltd
|
United Kingdom
|
|
Universal Salvage Limited
|
United Kingdom
|
|
U-Pull-It Limited
|
United Kingdom
|
|
W.O.M. Service GmbH
|
Germany
|
|
WOM WreckOnlineMarket GmbH
|
Germany
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Copart, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: October 1, 2018
|
|
|
|
/s/ A. Jayson Adair
|
|
A. Jayson Adair
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Copart, Inc.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: October 1, 2018
|
|
|
|
/s/ Jeffrey Liaw
|
|
Jeffrey Liaw
|
|
Chief Financial Officer
|
/s/ A. Jayson Adair
|
|
A. Jayson Adair
|
|
Chief Executive Officer
|
|
/s/ Jeffrey Liaw
|
|
Jeffrey Liaw
|
|
Chief Financial Officer
|
|