8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

February 22, 2024

Date of Report (date of earliest event reported)

COPART, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-23255		94-2867490
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)
14185 Dallas Parkway	Suite 300	Dallas	Texas	75254
(Address of principal executive offices, including zip code)

(972) 391-5000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CPRT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INFORMATION INCLUDED IN THIS REPORT

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition

The following information and the exhibit attached hereto as Exhibit 99.1 are intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing, except as shall be expressly set forth by specific reference in such filing.

On February 22, 2024, Copart, Inc. issued a press release announcing its financial results for the second quarter of fiscal year 2024, which ended January 31, 2024. The full text of the press release is furnished herewith as Exhibit 99.1.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit Number	Description
99.1	Press release, dated February 22, 2024 of Copart, Inc. announcing its financial results for the second quarter of fiscal year 2024, which ended January 31, 2024.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:     February 22, 2024                 COPART, INC.

By:	/s/ LEAH STEARNS
	Leah Stearns, Chief Financial Officer
	(Principal Financial and Accounting Officer and duly Authorized Officer)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release, dated February 22, 2024 of Copart, Inc. announcing its financial results for the second quarter of fiscal year 2024, which ended January 31, 2024.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

EX-99.1

Exhibit 99.1

Copart, Inc.

For Immediate Release

Copart Reports Second Quarter Fiscal 2024 Financial Results

Dallas, Texas February 22, 2024 — Copart, Inc. (NASDAQ: CPRT) today reported financial results for the quarter ended January 31, 2024.

For the three months ended January 31, 2024, revenue, gross profit, and net income attributable to Copart Inc. were $1.02 billion, $464.2 million, and $325.6 million, respectively. These represent an increase in revenue of $63.4 million, or 6.6%; an increase in gross profit of $37.7 million, or 8.8%; and an increase in net income attributable to Copart Inc. of $32.0 million, or 10.9%, respectively, from the same period last year. Fully diluted earnings per share for the three months were $0.33 compared to $0.30 last year, an increase of 10.0%.

For the six months ended January 31, 2024, revenue, gross profit, and net income attributable to Copart Inc. were $2.04 billion, $928.2 million, and $658.2 million, respectively. These represent an increase in revenue of $190.5 million, or 10.3%; an increase in gross profit of $132.2 million, or 16.6%; and an increase in net income attributable to Copart Inc. of $118.6 million, or 22.0%, respectively, from the same period last year. Fully diluted earnings per share for the six months were $0.68 compared to $0.56 last year, an increase of 21.4%.

On Thursday, February 22, 2024, at 5:30 p.m. Eastern Time (4:30 p.m. Central Time), Copart will conduct a conference call to discuss the results for the quarter. The call will be webcast live and can be accessed via hyperlink at www.copart.com/investorrelations. A replay of the call will be available through May 2024 by visiting www.copart.com/investorrelations.

About Copart

Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart's innovative technology and online auction platforms link sellers to more than 750,000 members in over 190 countries. Copart offers services to process and sell vehicles to dealers, dismantlers, rebuilders, exporters, and to the general public. Copart sells vehicles on behalf of insurance companies, banks, finance companies, charities, fleet operators, dealers, vehicle rental companies, and individuals. With operations at over 250 locations in 11 countries, Copart has more than 265,000 vehicles available online every day. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/register.

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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

Copart, Inc.

Cautionary Note About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to substantial risks and uncertainties. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected or implied by our statements and comments. For a more complete discussion of the risks that could affect our business, please review the “Management’s Discussion and Analysis” and the other risks identified in Copart’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. We encourage investors to review these disclosures carefully. We do not undertake to update any forward-looking statement that may be made from time to time on our behalf.

Contact:	Brooke Boston, Executive Assistant, Office of the Chief Financial Officer
	brooke.boston@copart.com

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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

Copart, Inc.

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended  January 31,						Six Months Ended  January 31,
	2024		2023		% Change		2024		2023		% Change
Service revenues and vehicle sales:
Service revenues	$	861,745	$	789,797	9.1	%	1,721,281		$	1,516,637	13.5	%
Vehicle sales	158,404		166,927		(5.1)	%	319,284		333,459		(4.3)	%
Total service revenues and vehicle sales	1,020,149		956,724		6.6	%	2,040,565		1,850,096		10.3	%
Operating expenses:
Yard operations	366,342		340,085		7.7	%	734,184		677,057		8.4	%
Cost of vehicle sales	146,819		154,727		(5.1)	%	294,715		305,839		(3.6)	%
Yard depreciation and amortization	41,208		34,070		21.0	%	80,311		68,430		17.4	%
Yard stock-based compensation	1,628		1,342		21.3	%	3,184		2,787		14.2	%
Gross profit	464,152		426,500		8.8	%	928,171		795,983		16.6	%
General and administrative	72,657		47,842		51.9	%	130,288		92,377		41.0	%
General and administrative depreciation and amortization	4,054		4,344		(6.7)	%	8,115		9,042		(10.3)	%
General and administrative stock-based compensation	7,541		8,789		(14.2)	%	14,492		17,536		(17.4)	%
Total operating expenses	640,249		591,199		8.3	%	1,265,289		1,173,068		7.9	%
Operating income	379,900		365,525		3.9	%	775,276		677,028		14.5	%
Other income (expense):
Interest income, net	33,956		14,480		134.5	%	65,961		18,902		249.0	%
Other expense, net	(3,103)		(2,902)		6.9	%	(7,175)		(5,724)		25.3	%
Total other income	30,853		11,578		166.5	%	58,786		13,178		346.1	%
Income before income taxes	410,753		377,103		8.9	%	834,062		690,206		20.8	%
Income tax expense	85,226		83,426		2.2	%	176,003		150,681		16.8	%
Net income	325,527		293,677		10.8	%	658,059		539,525		22.0	%
Less: Net income/(loss) attributable to noncontrolling interest	(108)		—		100.0	%	(103)		—		100.0	%
Net income attributable to Copart, Inc.	$	325,635	$	293,677	10.9	%	$	658,162	$	539,525	22.0	%
Basic net income per common share	$	0.34	$	0.31	9.7	%	$	0.69	$	0.57	21.1	%
Weighted average common shares outstanding	960,525		952,752		0.8	%	959,326		952,474		0.7	%
Diluted net income per common share	$	0.33	$	0.30	10.0	%	$	0.68	$	0.56	21.4	%
Diluted weighted average common shares outstanding	974,589		965,072		1.0	%	973,135		964,476		0.9	%

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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

Copart, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

	January 31, 2024		July 31, 2023
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash	$	1,256,948	$	957,395
Investment in held to maturity securities	1,411,122		1,406,589
Accounts receivable, net	846,357		702,038
Vehicle pooling costs	137,907		123,725
Inventories	42,812		39,973
Income taxes receivable	17,030		6,574
Prepaid expenses and other assets	36,310		26,310
Total current assets	3,748,486		3,262,604
Property and equipment, net	3,042,711		2,844,339
Operating lease right-of-use assets	112,838		108,139
Intangibles, net	84,049		62,702
Goodwill	510,563		394,289
Other assets	99,873		65,806
Total assets	$	7,598,520	$	6,737,879
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	473,856	$	440,810
Deferred revenue	26,204		26,117
Income taxes payable	4,740		4,374
Current portion of operating and finance lease liabilities	21,223		21,468
Total current liabilities	526,023		492,769
Deferred income taxes	94,140		89,492
Income taxes payable	71,314		69,193
Operating and finance lease liabilities, net of current portion	93,876		88,082
Long-term debt and other liabilities	453		10,903
Total liabilities	785,806		750,439
Commitments and contingencies
Redeemable non-controlling interest	25,114		—
Stockholders' equity:
Preferred stock	—		—
Common stock	96		96
Additional paid-in capital	1,087,345		938,910
Accumulated other comprehensive loss	(145,279)		(141,006)
Retained earnings	5,845,438		5,189,440
Total stockholders' equity	6,787,600		5,987,440
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	7,598,520	$	6,737,879

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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

Copart, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended January 31,
	2024		2023
Cash flows from operating activities:
Net income	$	658,059	$	539,525
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including debt cost	88,485		78,094
Allowance for credit loss	3,702		2,133
Equity in (earnings) losses of unconsolidated affiliates	(5,402)		4,030
Stock-based compensation	17,676		20,323
Gain on sale of property and equipment	(971)		(748)
Deferred income taxes	(2,103)		(3,309)
Changes in operating assets and liabilities:
Accounts receivable	(169,508)		(186,559)
Vehicle pooling costs	(14,387)		(21,268)
Inventories	(2,994)		8,001
Prepaid expenses, other current and non-current assets	(35,040)		(29,176)
Operating lease right-of-use assets and lease liabilities	865		414
Accounts payable, accrued liabilities and other liabilities	6,556		27,619
Deferred revenue	(13)		3,709
Income taxes receivable	(10,463)		49,430
Income taxes payable	2,577		7,615
Net cash provided by operating activities	537,039		499,833
Cash flows from investing activities:
Purchases of property and equipment	(285,289)		(256,719)
Cash acquired in connection with acquisition	17,662		—
Proceeds from sale of property and equipment	2,069		16,343
Investment in held to maturity securities	(1,411,122)		—
Proceeds from the sale of held to maturity securities	1,430,000		—
Investment in unconsolidated affiliate	(1,000)		(1,993)
Net cash used in investing activities	(247,680)		(242,369)
Cash flows from financing activities:
Proceeds from the exercise of stock options	13,482		10,815
Proceeds from the issuance of Employee Stock Purchase Plan shares	5,961		5,363
Payments for employee stock-based tax withholdings	(2,164)		(831)
Principal payments on revolver facility	(10,820)		—
Payments of finance lease obligations	(11)		(13)
Net cash provided by financing activities	6,448		15,334
Effect of foreign currency translation	3,746		3,918
Net increase in cash, cash equivalents, and restricted cash	299,553		276,716
Cash, cash equivalents, and restricted cash at beginning of period	957,395		1,384,236
Cash, cash equivalents, and restricted cash at end of period	$	1,256,948	$	1,660,952
Supplemental disclosure of cash flow information:
Interest paid	$	2,036	$	706
Income taxes paid, net of refunds	$	188,480	$	98,324

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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

XML

Document and Entity Information Document	Feb. 22, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 22, 2024
Entity Registrant Name	COPART, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-23255
Entity Tax Identification Number	94-2867490
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	391-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	CPRT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000900075
Amendment Flag	false