UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 ____________________________________________ | ||||
FORM 8-K | ||||
CURRENT REPORT | ||||
Pursuant to Section 13 or 15(d) of | ||||
| September 25, 2012 |
| ||
Date of Report (date of earliest event reported) | ||||
Copart, Inc. | ||||
(Exact name of Registrant as specified in its charter) | ||||
Delaware | 0-23255 | 94-2867490 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| 14185 Dallas Parkway, Suite 300 Dallas, Texas 75254 |
| ||
(Address of principal executive offices) | ||||
| (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 communication pursuant to Rule 425 under Section 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)). | ||||
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 25, 2012, Copart, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended July 31, 2012. 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 25, 2012 of Copart, Inc. announcing its financial results for the fourth quarter and fiscal year ended July 31, 2012. |
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 25, 2012
Copart, Inc.
By: /s/ William E. Franklin
William E. Franklin
Senior Vice President of Finance and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number
Description
99.1
Press release, dated September 25, 2012, of Copart, Inc. announcing its financial results for the fourth quarter and fiscal ended July 31, 2012.
Copart, Inc.
For Immediate Release
Copart Reports Fourth Quarter Financial Results
Dallas, TX (September 25, 2012) — Copart, Inc. (NASDAQ: CPRT) today reported the results for its fourth quarter and fiscal year ended July 31, 2012.
For the three months ended July 31, 2012, revenue, operating income and net income were $226.6 million, $69.5 million and $44.9 million, respectively. These represent increases in revenue of $11.1 million, or 5.2%; in operating income of $6.0 million, or 9.5%; and in net income of $4.4 million, or 10.8% from the same quarter last year. Fully diluted earnings per share for the three months were $0.35 compared to $0.29 last year, an increase of 20.7%.
For the twelve months ended July 31, 2012, revenue, operating income and net income were $924.2 million, $286.4 million and $182.1 million, respectively. These represent increases in revenue of $51.9 million, or 6.0%; in operating income of $21.1 million, or 7.9%; and in net income of $15.7 million, or 9.5% from the same period last year. Fully diluted earnings per share for the twelve months ended July 31, 2012 were $1.39 compared to $1.08 last year, an increase of 28.7%.
Included in the fourth quarter of the Company’s 2012 fiscal year is the repurchase of 2,800,000 shares of the Company’s common stock at a weighted average price of $23.22 per share under its share repurchase program. As of July 31, 2012, Copart had 48,213,218 shares available for repurchase under its share repurchase program.
On Wednesday, September 26, 2012, 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://w.on24.com/r.htm?e=514931&s=1&k=02F16B705658A913E110EA819CE52F22. A replay of the call will be available through October 26, 2012 by calling (888) 203-1112. Use confirmation code #7921487.
About Copart
Copart, founded in 1982, provides vehicle sellers with a full range of remarketing services to process and sell salvage and clean title vehicles to dealers, dismantlers, rebuilders, exporters and, in some states, to end users. Copart remarkets the vehicles through Internet sales utilizing its patented VB2 technology. Copart sells vehicles on behalf of insurance companies, banks, finance companies, fleet operators, dealers, car dealerships and others as well as cars sourced from the general public. The company currently operates 156 facilities in the United States, Canada, United Kingdom and the United Arab Emirates. 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 member, visit www.copart.com.
- 1 -
Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas, Texas 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, 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:
Deana Lott, Assistant to the Chief Financial Officer
(972) 391-5094
deana.lott@copart.com
- 2 -
Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 ~ (972) 391-5000
Copart, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(Unaudited)
| Three months ended July 31, |
Twelve months ended July 31, |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 |
2011 |
2012 |
2011 |
||||||||||||||||
Service
revenues and vehicle sales: |
|||||||||||||||||||
Service
revenues |
$ | 187,464 | $ | 171,040 | $ | 757,272 | $ | 713,093 | |||||||||||
Vehicle
sales |
39,092 | 44,403 | 166,919 | 159,153 | |||||||||||||||
Total service
revenues and vehicle sales |
$ | 226,556 | $ | 215,443 | $ | 924,191 | $ | 872,246 | |||||||||||
Operating
costs and expenses: |
|||||||||||||||||||
Yard
operations |
85,907 | 81,822 | 344,566 | 337,188 | |||||||||||||||
Cost of
vehicle sales |
32,914 | 35,142 | 136,971 | 125,202 | |||||||||||||||
Yard
depreciation and amortization |
8,309 | 8,892 | 33,038 | 36,961 | |||||||||||||||
Gross
margin |
99,426 | 89,587 | 409,616 | 372,895 | |||||||||||||||
General and
administrative |
26,404 | 23,737 | 99,376 | 98,864 | |||||||||||||||
General and
administrative depreciation and amortization |
3,528 | 2,394 | 15,116 | 8,741 | |||||||||||||||
Impairment of
long-lived assets |
— | — | 8,771 | — | |||||||||||||||
Total
operating expenses |
157,062 | 151,987 | 637,838 | 606,956 | |||||||||||||||
Operating
income |
69,494 | 63,456 | 286,353 | 265,290 | |||||||||||||||
Other
(expense) income: |
|||||||||||||||||||
Interest
(expense) income, net |
(3,015 | ) | (1,693 | ) | (10,984 | ) | (3,585 | ) | |||||||||||
Other income,
net |
999 | 882 | 2,687 | 2,172 | |||||||||||||||
Total other
(expense) |
(2,016 | ) | (811 | ) | (8,297 | ) | (1,413 | ) | |||||||||||
Income before
income taxes |
67,478 | 62,645 | 278,056 | 263,877 | |||||||||||||||
Income
taxes |
22,582 | 22,124 | 95,937 | 97,502 | |||||||||||||||
Net
income |
$ | 44,896 | $ | 40,521 | $ | 182,119 | $ | 166,375 | |||||||||||
Earnings per
share-basic |
|||||||||||||||||||
Basic net
income per share |
$ | 0.36 | $ | 0.30 | $ | 1.42 | $ | 1.10 | |||||||||||
Weighted
average common shares outstanding |
126,112 | 135,230 | 128,120 | 151,298 | |||||||||||||||
Earnings per
share-diluted |
|||||||||||||||||||
Diluted net
income per share |
$ | 0.35 | $ | 0.29 | $ | 1.39 | $ | 1.08 | |||||||||||
Diluted
weighted average common shares outstanding |
129,853 | 138,232 | 131,428 | 153,352 | |||||||||||||||
- 3 -
Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 ~ (972) 391-5000
Copart, Inc.
Consolidated Balance Sheets
(in thousands)
(Unaudited)
| July 31, 2012 |
July 31, 2011 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||
Current assets:
|
||||||||||
Cash and cash
equivalents |
$ | 140,112 | $ | 74,009 | ||||||
Accounts
receivable, net |
138,966 | 122,859 | ||||||||
Inventories
and vehicle pooling costs |
24,222 | 25,042 | ||||||||
Income taxes
receivable |
2,312 | 5,145 | ||||||||
Deferred
income taxes |
3,600 | — | ||||||||
Prepaid
expenses and other assets |
9,155 | 14,813 | ||||||||
Assets held
for sale |
3,926 | — | ||||||||
Total current
assets |
322,293 | 241,868 | ||||||||
Property and
equipment, net |
587,163 | 600,388 | ||||||||
Intangibles,
net |
7,985 | 12,748 | ||||||||
Goodwill |
196,438 | 198,620 | ||||||||
Deferred income
taxes |
22,280 | 9,425 | ||||||||
Other
assets |
18,907 | 21,387 | ||||||||
Total
assets |
$ | 1,155,066 | $ | 1,084,436 | ||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY |
||||||||||
Current
liabilities: |
||||||||||
Accounts
payable and accrued liabilities |
$ | 102,958 | 101,708 | |||||||
Deferred
revenue |
5,390 | 5,636 | ||||||||
Income taxes
payable |
3,082 | 3,543 | ||||||||
Deferred
income taxes |
— | 440 | ||||||||
Current
portion of long-term debt and capital lease obligations |
75,170 | 50,370 | ||||||||
Other current
liabilities |
785 | 4,929 | ||||||||
Total current
liabilities |
187,385 | 166,626 | ||||||||
Deferred income
taxes |
7,186 | 10,057 | ||||||||
Income taxes
payable |
22,531 | 24,773 | ||||||||
Long-term debt
and capital lease obligations |
368,950 | 325,386 | ||||||||
Other
liabilities |
7,897 | 2,422 | ||||||||
Total
liabilities |
593,949 | 529,264 | ||||||||
Commitments and
contingencies |
||||||||||
Stockholders’ equity: |
||||||||||
Preferred
stock, $0.0001 par value — 5,000,000 shares authorized; no shares issued and outstanding at July 31, 2012 and July 31, 2011
respectively |
— | — | ||||||||
Common stock,
$0.0001 par value — 180,000,000 shares authorized; 124,393,700 and 132,011,034 shares issued and outstanding at July 31, 2012 and July 31, 2011,
respectively |
12 | 13 | ||||||||
Additional
paid-in capital |
326,187 | 313,927 | ||||||||
Accumulated
other comprehensive loss |
(38,043 | ) | (23,225 | ) | ||||||
Retained
earnings |
272,961 | 264,457 | ||||||||
Total
stockholders’ equity |
561,117 | 555,172 | ||||||||
Total
liabilities and stockholders’ equity |
$ | 1,155,066 | $ | 1,084,436 | ||||||
- 4 -
Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 ~ (972) 391-5000
Copart, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Twelve Months Ended July 31, |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 |
2011 |
||||||||||
Cash flows
from operating activities: |
|||||||||||
Net
income |
$ | 182,119 | $ | 166,375 | |||||||
Adjustments
to reconcile net income to net cash provided by operating activities: |
|||||||||||
Depreciation
and amortization |
48,167 | 45,694 | |||||||||
Allowance for
doubtful accounts |
(192 | ) | 270 | ||||||||
Impairment |
8,771 | — | |||||||||
Stock-based
compensation |
21,791 | 19,007 | |||||||||
Excess tax
benefits from stock-based compensation |
(4,367 | ) | (3,547 | ) | |||||||
(Gain)/loss
on sale of property and equipment |
(143 | ) | 1,882 | ||||||||
Deferred
income taxes |
(17,579 | ) | (2,099 | ) | |||||||
Changes in
operating assets and liabilities, net of effects from acquisitions: |
|||||||||||
Accounts
receivable |
(16,202 | ) | (12,865 | ) | |||||||
Vehicle
pooling costs and inventories |
924 | 10,535 | |||||||||
Prepaid
expenses and other current assets |
6,026 | 4,785 | |||||||||
Other
assets |
(1,951 | ) | 739 | ||||||||
Accounts
payable and accrued liabilities |
(3,607 | ) | 5,614 | ||||||||
Deferred
revenue |
(243 | ) | (5,015 | ) | |||||||
Income taxes
receivable |
7,082 | 9,456 | |||||||||
Income taxes
payable |
(2,545 | ) | 2,529 | ||||||||
Other
liabilities |
1,622 | (428 | ) | ||||||||
Net cash
provided by operating activities |
229,673 | 242,932 | |||||||||
Cash flows
from investing activities: |
|||||||||||
Purchases of
property and equipment, including acquisitions |
(57,396 | ) | (105,082 | ) | |||||||
Proceeds from
sale of property and equipment |
1,268 | 20,602 | |||||||||
Proceeds from
sale of assets held for sale |
8,041 | — | |||||||||
Net cash used
in investing activities |
(48,087 | ) | (84,480 | ) | |||||||
Cash flows
from financing activities: |
|||||||||||
Proceeds from
the exercise of stock options |
13,651 | 7,082 | |||||||||
Proceeds from
the issuance of Employee Stock Purchase Plan shares |
1,957 | 1,957 | |||||||||
Repurchases
of common stock |
(203,285 | ) | (739,638 | ) | |||||||
Excess tax
benefit from stock-based payment arrangements |
4,367 | 3,547 | |||||||||
Proceeds from
the issuance of long-term debt |
125,000 | 400,000 | |||||||||
Principal
payments on long-term debt |
(56,250 | ) | (25,000 | ) | |||||||
Debt offering
costs |
(313 | ) | (2,023 | ) | |||||||
Net cash used
in financing activities |
(114,873 | ) | (354,075 | ) | |||||||
Effect of
foreign currency translation |
(610 | ) | 1,444 | ||||||||
Net increase
(decrease) in cash and cash equivalents |
66,103 | (194,179 | ) | ||||||||
Cash and cash
equivalents at beginning of period |
74,009 | 268,188 | |||||||||
Cash and cash
equivalents at end of period |
$ | 140,112 | $ | 74,009 | |||||||
Supplemental
disclosure of cash flow information: |
|||||||||||
Interest
paid |
$ | 11,333 | $ | 3,894 | |||||||
Income taxes
paid |
$ | 106,581 | $ | 85,145 | |||||||
- 5 -
Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 ~ (972) 391-5000