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

September 23, 2009

Date of Report (date of earliest event reported)

Copart, Inc.

(Exact name of Registrant as specified in its charter)

California	0-23255	94-2867490
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4665 Business Center Drive

Fairfield, California 94534

(Address of principal executive offices)

(707) 639-5000

(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:

o Written communication pursuant to Rule 425 under Section Act (17 CFR 230.425)

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

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

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

INFORMATION INCLUDED IN THIS REPORT

Section 2 — Financial Information

Item 2.02         Results of Operations and Financial Condition

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information 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.

On September 23, 2009, Copart, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended July 31, 2009. 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 exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press release, dated September 23, 2009 of Copart, Inc. announcing its financial results for the fourth quarter and fiscal year ended July 31, 2009.

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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: September 23, 2009	Copart, Inc.
	By:	/s/ William E. Franklin
		William E. Franklin
		Senior Vice President of Finance and
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press release, dated September 23, 2009, of Copart, Inc. announcing its financial results for the fourth quarter and fiscal year ended July 31, 2009.

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EX-99.1

Exhibit 99.1

Copart, Inc.

For Immediate Release

Copart Reports Fourth Quarter Financial Results

Fairfield, Calif. (Sept 23, 2009) — Copart, Inc. (NASDAQ: CPRT) today reported the results for its fourth quarter and fiscal year ended July 31, 2009.

For the three months ended July 31, 2009, revenue, operating income and income from continuing operations were $184.3 million, $55.4 million and $34.6 million, respectively.  These represent decreases in revenue of $22.0 million, or 10.6%; in operating income of $10.0 million, or 15.3%; and in income from continuing operations of $6.2 million, or 15.2%, respectively, from the same quarter last year.  Fully diluted earnings per share from continuing operations for the three months ended July 31, 2009 were $0.41 compared to $0.47 last year, a decrease of 12.8%.

For the twelve months ended July 31, 2009, revenue, operating income and income from continuing operations were $743.1 million, $225.3 million and $139.5 million, respectively.  These represent decreases in revenue of $41.8 million, or 5.3%; in operating income of $12.6 million, or 5.3%; and in income from continuing operations of $17.4 million, or 11.1%, respectively, from the same period last year.  Fully diluted earnings per share from continuing operations for the twelve months ended July 31, 2009 were $1.64 compared to $1.75 last year, a decrease of 6.3%.

The change in the average GBP to USD exchange rate, which averaged 1.60 USD to 1.00 GBP this quarter and 1.97 USD to 1.00 GBP in the same quarter last year and which averaged 1.59 USD to 1.0 GBP in fiscal 2009 and 2.00 USD to 1.00 GBP in fiscal 2008, reduced recorded revenue by approximately $8.9 million and $39.2 million for the quarter and for the fiscal year, respectively.

On Thursday, September 24, 2009, at 11 a.m. Eastern time, Copart will conduct a conference call to discuss the results for the quarter. The call will be webcast live at http://webcast.premiereglobal.com/view/wl/r.htm?e=163123&s=1&k=2DF0EF55E61CC38F500D8528E00CCBD3. A replay of the call will be available through October 24, 2009 by calling (888) 203-1112.  Use confirmation code #4228494.

About Copart

Copart, founded in 1982, provides vehicle sellers with a full range of services to process and sell salvage and clean titled vehicles to dismantlers, rebuilders, exporters and, in some states, to end users.  Copart remarkets the vehicles through Internet sales utilizing its proprietary VB2 technology.  Copart sells vehicles on behalf of insurance companies, banks, finance companies, fleet operators, dealers, car dealerships, the general public and others. The company currently operates 147 facilities in the United States, Canada and the United Kingdom. Salvage vehicles are either damaged vehicles deemed a total loss for insurance or business purposes or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. For more information, or to become a registered buyer, visit www.copart.com.

Copart, Inc. ~ 4665 Business Center Drive, Fairfield, California 94534 ~ (707) 639-5000

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Cautionary Note About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, and 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:	Cindy Cross, Assistant to the Chief Financial Officer
	(707) 639-5427

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Copart, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

(Unaudited)

	Three months ended July 31,					Twelve months ended July 31,
	2009			2008		2009		2008
Revenues and net sales:
Service revenues	$	151,340		$	164,096	$	615,352	$	619,728
Vehicle sales	32,992			42,186		127,730		165,120
Total revenues and net sales	184,332			206,282		743,082		784,848
Operating costs and expenses:
Yard operations	70,505			76,406		291,991		296,753
Yard depreciation and amortization	8,389			8,277		32,802		32,166
Cost of vehicle sales	25,509			34,506		106,029		133,670
Gross margin	79,929			87,093		312,260		322,259
General and administrative	22,379			18,829		77,890		73,734
General and administrative depreciation and amortization	2,162			2,892		9,045		10,608
Total operating expenses	128,944			140,910		517,757		546,931
Operating income	55,388			65,372		225,325		237,917
Other income (expense):
Interest income (expense), net	(51		)	959		1,418		7,552
Other income	997			1,691		989		4,181
Total other income	946			2,650		2,407		11,733
Income before income taxes	56,334			68,022		227,732		249,650
Income taxes	21,708			27,202		88,186		92,718
Income from continuing operations	$	34,626		$	40,820	$	139,546	$	156,932
Discontinued operations
Income from discontinued operations	—			—		1,557		—
Net income	$	34,626		$	40,820	$	141,103	$	156,932
Earnings per share-basic
Income from continuing operations	$	0.41		$	0.48	$	1.67	$	1.80
Income from discontinued operations	—			—		0.02		—
Basic net income per share	$	0.41		$	0.48	$	1.69	$	1.80
Weighted average common shares outstanding	83,794			85,188		83,537		87,412
Earnings per share-diluted
Income from continuing operations	$	0.41		$	0.47	$	1.64	$	1.75
Income from discontinued operations	—			—		0.02		—
Diluted net income per share	$	0.41		$	0.47	$	1.66	$	1.75
Weighted average common shares and dilutive potential common shares outstanding	84,214			87,368		84,769		89,858

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Copart, Inc.

Consolidated Balance Sheets

(in thousands)

(Unaudited)

	July 31, 2009			July 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	162,691		$	38,954
Accounts receivable, net	109,248			111,705
Inventories and vehicle pooling costs	33,352			36,121
Income taxes receivable	5,426			19,041
Prepaid expenses and other assets	5,216			6,932
Total current assets	315,933			212,753
Property and equipment, net	530,886			510,340
Intangibles, net	15,212			21,901
Goodwill	166,327			177,164
Deferred income taxes	7,759			6,938
Land purchase options and other assets	21,915			27,151
Total assets	$	1,058,032		$	956,247
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	82,773		$	88,883
Book overdraft	—			17,502
Deferred revenue	13,165			14,518
Income taxes payable	5,269			4,005
Deferred income taxes	1,948			2,768
Other current liabilities	429			576
Total current liabilities	103,584			128,252
Deferred income taxes	10,997			14,044
Income taxes payable	20,266			12,219
Other liabilities	1,726			2,736
Total liabilities	136,573			157,251
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value - 180,000 shares authorized; 83,939 and 83,275 shares issued and outstanding at July 31, 2009 and July 31, 2008, respectively	334,440			316,673
Accumulated other comprehensive (loss) income	(27,082		)	833
Retained earnings	614,101			481,490
Total shareholders’ equity	921,459			798,996
Total liabilities and shareholders’ equity	$	1,058,032		$	956,247

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