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

May 16, 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 May 16, 2024, Copart, Inc. issued a press release announcing its financial results for the third quarter of fiscal year 2024, which ended April 30, 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 May 16, 2024 of Copart, Inc. announcing its financial results for the third quarter of fiscal year 2024, which ended April 30, 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:     May 16, 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 May 16, 2024 of Copart, Inc. announcing its financial results for the third quarter of fiscal year 2024, which ended April 30, 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 Third Quarter Fiscal 2024 Financial Results

Dallas, Texas May 16, 2024 — Copart, Inc. (NASDAQ: CPRT) today reported financial results for the quarter ended April 30, 2024.

For the three months ended April 30, 2024, revenue, gross profit, and net income attributable to Copart, Inc. were $1.13 billion, $525.5 million, and $382.3 million, respectively. These represent an increase in revenue of $105.4 million, or 10.3%; an increase in gross profit of $42.1 million, or 8.7%; and an increase in net income attributable to Copart, Inc. of $31.9 million, or 9.1%, respectively, from the same period last year. Fully diluted earnings per share for the three months were $0.39 compared to $0.36 last year, an increase of 8.3%.

For the nine months ended April 30, 2024, revenue, gross profit, and net income attributable to Copart, Inc. were $3.17 billion, $1.5 billion, and $1.0 billion, respectively. These represent an increase in revenue of $295.9 million, or 10.3%; an increase in gross profit of $174.3 million, or 13.6%; and an increase in net income attributable to Copart, Inc. of $150.5 million, or 16.9%, respectively, from the same period last year. Fully diluted earnings per share for the nine months were $1.07 compared to $0.92 last year, an increase of 16.3%.

On Thursday, May 16, 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 September 2024 by visiting www.copart.com/investorrelations.

About Copart

Founded in 1982, Copart is a global leader in online vehicle auctions. Copart's innovative technology and online auction platforms connect vehicle consigners to approximately 1 million members in over 185 countries. Copart offers remarketing services to process and sell vehicles to insurance companies, financial institutions, dealers, rental car companies, charities, fleet operators, and individuals, and offers vehicles via auction to dealers, dismantlers, rebuilders, exporters, and the general public. With operations at over 250 locations in 11 countries, Copart sold more than 4 million units in the last year. 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:	Copart Investor Relations
	investor.relations@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  April 30,						Nine Months Ended  April 30,
	2024		2023		% Change		2024		2023		% Change
Service revenues and vehicle sales:
Service revenues	$	946,630	$	847,249	11.7	%	$	2,667,911	$	2,363,886	12.9	%
Vehicle sales	180,629		174,582		3.5	%	499,913		508,041		(1.6)	%
Total service revenues and vehicle sales	1,127,259		1,021,831		10.3	%	3,167,824		2,871,927		10.3	%
Operating expenses:
Yard operations	391,256		343,617		13.9	%	1,125,440		1,020,674		10.3	%
Cost of vehicle sales	162,881		159,443		2.2	%	457,596		465,282		(1.7)	%
Yard depreciation and amortization	45,800		33,090		38.4	%	126,111		101,520		24.2	%
Yard stock-based compensation	1,817		2,251		(19.3)	%	5,001		5,038		(0.7)	%
Gross profit	525,505		483,430		8.7	%	1,453,676		1,279,413		13.6	%
General and administrative	76,169		52,395		45.4	%	206,457		144,772		42.6	%
General and administrative depreciation and amortization	4,932		4,281		15.2	%	13,047		13,323		(2.1)	%
General and administrative stock-based compensation	7,201		7,830		(8.0)	%	21,693		25,366		(14.5)	%
Total operating expenses	690,056		602,907		14.5	%	1,955,345		1,775,975		10.1	%
Operating income	437,203		418,924		4.4	%	1,212,479		1,095,952		10.6	%
Other income (expense):
Interest income, net	36,218		17,878		102.6	%	102,179		36,780		177.8	%
Other (expense) income, net	(1,309)		3,628		(136.1)	%	(8,484)		(2,096)		304.8	%
Total other income	34,909		21,506		62.3	%	93,695		34,684		170.1	%
Income before income taxes	472,112		440,430		7.2	%	1,306,174		1,130,636		15.5	%
Income tax expense	90,002		89,999		—	%	266,005		240,680		10.5	%
Net income	382,110		350,431		9.0	%	1,040,169		889,956		16.9	%
Less: Net loss attributable to noncontrolling interest	(181)		—		100.0	%	(284)		—		100.0	%
Net income attributable to Copart, Inc.	$	382,291	$	350,431	9.1	%	$	1,040,453	$	889,956	16.9	%
Basic net income per common share	$	0.40	$	0.37	8.1	%	$	1.08	$	0.93	16.1	%
Weighted average common shares outstanding	961,813		953,574		0.9	%	960,143		952,834		0.8	%
Diluted net income per common share	$	0.39	$	0.36	8.3	%	$	1.07	$	0.92	16.3	%
Diluted weighted average common shares outstanding	976,445		967,380		0.9	%	974,226		965,436		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)

	April 30, 2024		July 31, 2023
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash	$	1,089,995	$	957,395
Investment in held to maturity securities	2,000,334		1,406,589
Accounts receivable, net	822,650		702,038
Vehicle pooling costs	125,001		123,725
Inventories	46,764		39,973
Income taxes receivable	23,402		6,574
Prepaid expenses and other assets	40,983		26,310
Total current assets	4,149,129		3,262,604
Property and equipment, net	3,073,090		2,844,339
Operating lease right-of-use assets	108,859		108,139
Intangibles, net	76,786		62,702
Goodwill	511,372		394,289
Other assets	91,396		65,806
Total assets	$	8,010,632	$	6,737,879
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	506,795	$	440,810
Deferred revenue	28,761		26,117
Income taxes payable	7,388		4,374
Current portion of operating and finance lease liabilities	20,475		21,468
Total current liabilities	563,419		492,769
Deferred income taxes	92,014		89,492
Income taxes payable	67,455		69,193
Operating and finance lease liabilities, net of current portion	91,131		88,082
Long-term debt and other liabilities	427		10,903
Total liabilities	814,446		750,439
Commitments and contingencies
Redeemable non-controlling interest	24,933		—
Stockholders' equity:
Preferred stock	—		—
Common stock	96		96
Additional paid-in capital	1,102,684		938,910
Accumulated other comprehensive loss	(156,807)		(141,006)
Retained earnings	6,225,280		5,189,440
Total stockholders' equity	7,171,253		5,987,440
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	8,010,632	$	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)

	Nine Months Ended April 30,
	2024		2023
Cash flows from operating activities:
Net income	$	1,040,169	$	889,956
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including debt cost	139,178		115,320
Allowance for credit loss	2,513		1,480
Equity in losses of unconsolidated affiliates	2,580		5,446
Stock-based compensation	26,694		30,404
Gain on sale of property and equipment	(2,169)		(965)
Deferred income taxes	(3,093)		(3,236)
Changes in operating assets and liabilities:
Accounts receivable	(152,564)		(115,098)
Vehicle pooling costs	(1,784)		(7,300)
Inventories	(7,316)		14,870
Prepaid expenses, other current and non-current assets	(39,815)		(33,830)
Operating lease right-of-use assets and lease liabilities	1,377		595
Accounts payable, accrued liabilities and other liabilities	40,305		30,314
Deferred revenue	2,660		5,516
Income taxes receivable	(16,846)		49,430
Income taxes payable	1,454		22,731
Net cash provided by operating activities	1,033,343		1,005,633
Cash flows from investing activities:
Purchases of property and equipment	(373,104)		(346,524)
Cash acquired in connection with acquisition	17,662		—
Proceeds from sale of property and equipment	3,453		20,509
Investment in held to maturity securities	(2,478,505)		—
Proceeds from the sale of held to maturity securities	1,915,000		—
Investment in unconsolidated affiliate	(1,000)		(2,744)
Net cash used in investing activities	(916,494)		(328,759)
Cash flows from financing activities:
Proceeds from the exercise of stock options	20,377		27,220
Proceeds from the issuance of Employee Stock Purchase Plan shares	5,957		5,363
Payments for employee stock-based tax withholdings	(4,613)		(3,026)
Issuance of principal on revolver facility	—		21,481
Principal payments on revolver facility	(10,818)		—
Payments of finance lease obligations	(14)		(18)
Net cash provided by financing activities	10,889		51,020
Effect of foreign currency translation	4,862		2,053
Net increase in cash, cash equivalents, and restricted cash	132,600		729,947
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	$	1,089,995	$	2,114,183
Supplemental disclosure of cash flow information:
Interest paid	$	1,946	$	1,586
Income taxes paid, net of refunds	$	255,268	$	171,438

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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	May 16, 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