UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended October 31, 2011
OR
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to
Commission file number: 0-23255
| COPART, INC. | ||
| (Exact name of registrant as specified in its charter) |
| California | 94-2867490 | |||||||
| (State or other jurisdiction | (I.R.S. Employer | |||||||
| of incorporation or organization) | Identification Number) |
4665 Business Center Drive, Fairfield, CA 94534
(Address of principal executive offices with zip code)
Registrant's telephone number, including area code: (707) 639-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x | Accelerated filer o | |||||||
| Non-accelerated filer o | Smaller reporting company o | |||||||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO x
Number of shares of Common Stock outstanding as of December 6, 2011: 65,094,982
Copart, Inc.
October 31, 2011
| Description | ||||||||||||||
| PART I - Financial Information | 3 | |||||||||||||
| Item 1 - Financial Statements | 3 | |||||||||||||
| Condensed Consolidated Balance Sheets | 3 | |||||||||||||
| Condensed Consolidated Statements of Income | 4 | |||||||||||||
| Condensed Consolidated Statements of Cash Flows | 5 | |||||||||||||
| Notes to Condensed Consolidated Financial Statements | 6 | |||||||||||||
| Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | |||||||||||||
| Overview | 15 | |||||||||||||
| Acquisitions and New Operations | 16 | |||||||||||||
| Critical Accounting Policies and Estimates | 16 | |||||||||||||
| Results of Operations | 20 | |||||||||||||
| Liquidity and Capital Resources | 22 | |||||||||||||
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 23 | |||||||||||||
| Item 4 - Controls and Procedures | 23 | |||||||||||||
| Evaluation of Disclosure Controls and Procedures | 23 | |||||||||||||
| Changes in Internal Controls | 24 | |||||||||||||
| PART II - Other Information | 25 | |||||||||||||
| Item 1 - Legal Proceedings | 25 | |||||||||||||
| Item 1A - Risk Factors | 25 | |||||||||||||
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 34 | |||||||||||||
| Item 6 - Exhibits | 35 | |||||||||||||
| Signatures | 37 | |||||||||||||
2
PART I - FINANCIAL INFORMATION
Copart, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
| October 31, 2011 |
July 31, 2011 |
||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 212,677 | $ | 74,009 | |||||||
| Accounts receivable, net | 136,284 | 122,859 | |||||||||
| Vehicle pooling costs | 16,886 | 17,026 | |||||||||
| Inventories | 6,433 | 8,016 | |||||||||
| Income taxes receivable | 785 | 5,145 | |||||||||
| Prepaid expenses and other assets | 11,206 | 14,813 | |||||||||
| Total current assets | 384,271 | 241,868 | |||||||||
| Property and equipment, net | 594,851 | 600,388 | |||||||||
| Intangibles, net | 11,399 | 12,748 | |||||||||
| Goodwill | 197,129 | 198,620 | |||||||||
| Deferred income taxes | 12,400 | 9,425 | |||||||||
| Other assets | 25,834 | 21,387 | |||||||||
| Total assets | $ | 1,225,884 | $ | 1,084,436 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 101,489 | $ | 101,708 | |||||||
| Deferred revenue | 4,526 | 5,636 | |||||||||
| Income taxes payable | 22,262 | 3,543 | |||||||||
| Deferred income taxes | 131 | 440 | |||||||||
| Current portion of long-term debt and capital lease obligations | 75,387 | 50,370 | |||||||||
| Other current liabilities | 4,840 | 4,929 | |||||||||
| Total current liabilities | 208,635 | 166,626 | |||||||||
| Deferred income taxes | 9,585 | 10,057 | |||||||||
| Income taxes payable | 24,707 | 24,773 | |||||||||
| Long-term debt and capital lease obligations | 425,337 | 325,386 | |||||||||
| Other liabilities | 2,775 | 2,422 | |||||||||
| Total liabilities | 671,039 | 529,264 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
| Common stock, no par value - 180,000,000 shares authorized; 65,054,811 and 66,005,517 shares issued and outstanding at October 31, 2011 and July 31, 2011, respectively | 315,428 | 313,940 | |||||||||
| Accumulated other comprehensive loss | (27,339 | ) | (23,225 | ) | |||||||
| Retained earnings | 266,756 | 264,457 | |||||||||
| Total shareholders' equity | 554,845 | 555,172 | |||||||||
| Total liabilities and shareholders' equity | $ | 1,225,884 | $ | 1,084,436 |
See accompanying notes to condensed consolidated financial statements.
3
Copart, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
| Three months ended October 31, |
||||||||||||||
| 2011 | 2010 | |||||||||||||
| Service revenues and vehicle sales: | ||||||||||||||
| Service revenues | $ | 185,647 | $ | 179,580 | ||||||||||
| Vehicle sales | 39,979 | 33,087 | ||||||||||||
| Total service revenues and vehicle sales | 225,626 | 212,667 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||
| Yard operations | 96,207 | 95,607 | ||||||||||||
| Cost of vehicle sales | 34,194 | 28,206 | ||||||||||||
| General and administrative | 29,849 | 29,260 | ||||||||||||
| Total operating costs and expenses | 160,250 | 153,073 | ||||||||||||
| Operating income | 65,376 | 59,594 | ||||||||||||
| Other (expense) income: | ||||||||||||||
| Interest expense | (2,187 | ) | (15 | ) | ||||||||||
| Interest income | 62 | 80 | ||||||||||||
| Other income, net | 564 | 504 | ||||||||||||
| Total other (expense) income | (1,561 | ) | 569 | |||||||||||
| Income before income taxes | 63,815 | 60,163 | ||||||||||||
| Income taxes | 22,666 | 22,340 | ||||||||||||
| Net income | $ | 41,149 | $ | 37,823 | ||||||||||
| Earnings per share-basic | ||||||||||||||
| Basic net income per share | $ | 0.63 | $ | 0.45 | ||||||||||
| Weighted average common shares outstanding | 65,716 | 83,745 | ||||||||||||
| Earnings per share-diluted | ||||||||||||||
| Diluted net income per share | $ | 0.62 | $ | 0.45 | ||||||||||
| Diluted weighted average common shares outstanding | 66,901 | 84,406 | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Copart, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three Months Ended October 31, |
|||||||||||
| 2011 | 2010 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 41,149 | $ | 37,823 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 12,027 | 11,722 | |||||||||
| Allowance for doubtful accounts | (557 | ) | (41 | ) | |||||||
| Share-based compensation | 5,045 | 4,636 | |||||||||
| Excess tax benefits from share-based compensation | (202 | ) | (110 | ) | |||||||
| (Gain)/Loss on sale and impairment of property and equipment | (288 | ) | 1,273 | ||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (13,144 | ) | (7,985 | ) | |||||||
| Vehicle pooling costs | 76 | 9,277 | |||||||||
| Inventories | 1,447 | 739 | |||||||||
| Prepaid expenses and other current assets | 3,499 | 2,819 | |||||||||
| Purchase of land options and other assets, net of proceeds | (4,165 | ) | (60 | ) | |||||||
| Accounts payable and accrued liabilities | 207 | 353 | |||||||||
| Deferred revenue | (1,108 | ) | (5,038 | ) | |||||||
| Deferred income taxes | (3,572 | ) | (395 | ) | |||||||
| Income taxes receivable | 4,572 | 8,690 | |||||||||
| Income taxes payable | 18,727 | 13,923 | |||||||||
| Other liabilities | 474 | (88 | ) | ||||||||
| Net cash provided by operating activities | 64,187 | 77,538 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (7,274 | ) | (14,777 | ) | |||||||
| Proceeds from sale of property and equipment | 182 | 3,704 | |||||||||
| Net cash used in investing activities | (7,092 | ) | (11,073 | ) | |||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from the exercise of stock options | 1,359 | 674 | |||||||||
| Excess tax benefit from share-based compensation | 202 | 110 | |||||||||
| Repurchases of common stock | (43,983 | ) | (75,710 | ) | |||||||
| Proceeds from the issuance of long-term debt | 125,000 | -- | |||||||||
| Debt offering costs | (313 | ) | -- | ||||||||
| Net cash provided by (used in) financing activities | 82,265 | (74,926 | ) | ||||||||
| Effect of foreign currency translation | (692 | ) | 743 | ||||||||
| Net increase (decrease) in cash and cash equivalents | 138,668 | (7,718 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 74,009 | 268,188 | |||||||||
| Cash and cash equivalents at end of period | $ | 212,677 | $ | 260,470 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid | $ | 2,011 | $ | 15 | |||||||
| Income taxes paid | $ | 2,998 | $ | 122 | |||||||
See accompanying notes to condensed consolidated financial statements.
5
Copart, Inc.
Notes to Condensed Consolidated Financial Statements
October 31, 2011
(Unaudited)
NOTE 1 - Description of Business and Summary of Significant Accounting Policies
Description of Business
The Company provides vehicle sellers with a full range of services to process and sell vehicles over the Internet through the Company's Virtual Bidding Second Generation (VB2) Internet auction-style sales technology. Sellers are primarily insurance companies but also include banks and financial institutions, charities, car dealerships, fleet operators, and vehicle rental companies. The Company sells principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers and exporters; however at certain locations, the Company sells directly to the general public. The majority of vehicles sold on behalf of insurance companies are either damaged vehicles deemed a total loss or not economically repairable by the insurance companies or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. The Company offers vehicle sellers a full range of services that expedite each stage of the vehicle sales process, minimize administrative and processing costs and maximize the ultimate sales price. In the United States and Canada, or North America, the Company sells vehicles primarily as an agent and derives revenue primarily from fees paid by vehicle sellers and vehicle buyers as well as related fees for services such as towing and storage. In the United Kingdom, or UK, the Company operates both on a principal basis, purchasing the salvage vehicle outright from the insurance company and reselling the vehicle for its own account, and as an agent.
Principles of Consolidation
The condensed consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned subsidiaries, including its foreign wholly-owned subsidiaries, Copart Canada, Inc. (Copart Canada) and Copart Europe Limited (Copart Europe) which currently operates solely in the UK. Significant intercompany transactions and balances have been eliminated in consolidation. Copart Canada was incorporated in January 2003 and Copart Europe was incorporated in June 2007.
In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are normal recurring accruals) necessary to present fairly its financial position as of October 31, 2011 and July 31, 2011, and its condensed consolidated statements of income and cash flows for the three months ended October 31, 2011 and October 31, 2010. Interim results for the three months ended October 31, 2011 are not necessarily indicative of the results that may be expected for any future period, or for the entire year ending July 31, 2012. These condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the US Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2011.
Use of Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, vehicle pooling costs, self-insured reserves, allowance for doubtful accounts, income taxes, revenue recognition, share-based compensation, long-lived asset and goodwill impairment calculations and contingencies. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
6
In accordance with the provisions of Accounting Standards Codification 740, Income Taxes (ASC 740), a two-step approach is applied to the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes line of its condensed consolidated statements of income.
Foreign Currency Translation
The functional currency of the Company is the US dollar. The Canadian dollar and the British pound are the functional currencies of the Company's foreign subsidiaries, Copart Canada and Copart Europe, respectively, as they are the primary currencies within the economic environment in which each subsidiary operates. The original equity investment in the respective subsidiaries is translated at historical rates. Assets and liabilities of the respective subsidiary's operations are translated into US dollars at period-end exchange rates, and revenues and expenses are translated into US dollars at average exchange rates in effect during each reporting period. Adjustments resulting from the translation of each subsidiary's financial statements are reported in other comprehensive income.
Revenue Recognition
The Company provides a portfolio of services to its sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use the Company's Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. The Company evaluates multiple-element arrangements relative to its member and seller agreements.
The services provided to the seller of a vehicle involve disposing of a vehicle on the seller's behalf and, under most of the Company's current North American contracts, collecting the proceeds from the member. On August 1, 2010, the Company prospectively adopted Accounting Standard Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (ASU 2009-13). Upon adoption of this standard, pre-sale services, including towing, title processing, preparation and storage, sale fees and other enhancement service fees meet the criteria for separate units of accounting. The revenue associated with each service is recognized upon completion of the respective service, net of applicable rebates or allowances. For certain sellers who are charged a proportionate fee based on high bid of the vehicle, the revenue associated with the pre-sale services is recognized upon completion of the sale when the total arrangement is fixed and determinable. The selling price of each service is determined based on management's best estimate and allotted based on the relative selling price method.
Vehicle sales, where vehicles are purchased and remarketed on the Company's own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue.
The Company also provides a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. The Company has concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method.
The Company also charges members an annual registration fee for the right to participate in its vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no right of return, although the Company provides for bad debt expense in the case of non-performance by its members or sellers.
The Company allocates arrangement consideration based upon management's best estimate of the selling price of the separate units of accounting contained within an arrangement containing multiple deliverables. Significant inputs in the Company's estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services.
Derivatives and Hedging
The Company has entered into an interest rate swap to exchange its variable interest rate payment commitments for fixed interest rate payments on $375 million, the notional amount, of the Term Loan balance, which at October 31, 2011 totaled $500 million. The notional amount of the derivative transaction amortizes $12.5 million per quarter through September 30, 2015 and
7
$175 million on December 14, 2015. The Company entered into the interest rate swap to reduce interest rate risk on the Company's variable rate Term Loan (see Note 12). The swap is a designated effective cash flow hedge under ASC 815, Derivatives and Hedging, and is recorded at its $0.6 million fair value in other liabilities. Each quarter, the Company will measure hedge effectiveness using the "hypothetical derivative method" and record in earnings any hedge ineffectiveness with the effective portion of the hedge's change in fair value recorded in other comprehensive income or loss (see Note 8).
The hedge provided by our swap could prove to be ineffective for a number of reasons, including early retirement the Term Loan, as allowed under the Credit Agreement (see Note 12), or in the event the counterparty to the interest rate swap is determined in the future to be uncreditworthy. The Company has no plans for early retirement of the Term Loan.
Segments and Other Geographic Reporting
The Company's North American region and its United Kingdom region are considered two separate operating segments, which have been aggregated into one reportable segment because they share similar economic characteristics.
NOTE 2 - Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in checking and money market accounts. The Company periodically invests its excess cash in money market funds and US Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions. The Company generally classifies its investment portfolio not otherwise qualifying as cash and cash equivalents as available-for-sale securities. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported as a component of shareholders' equity and comprehensive income. Unrealized losses are charged against income when a decline in the fair market value of an individual security is determined to be other than temporary. Realized gains and losses on investments are included in interest income.
In accordance with ASC 820, FairValue Measurements and Disclosures (ASC 820), the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market based measurement determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level III) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures its investments, cash equivalents or marketable securities at fair value. Cash and cash equivalents are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
8
As of October 31, 2011, cash and cash equivalents include the following (in thousands):
| Cost | Unrealized Gains |
Unrealized Losses Less Than 12 Months |
Unrealized Losses 12 Months or Longer |
Estimated Fair Value |
|||||||||||||||||||||||||
| Cash | $ | 181,327 | $ | — | $ | — | $ | — | $ | 181,327 | |||||||||||||||||||
| Money market funds | 31,350 | — | — | — | 31,350 | ||||||||||||||||||||||||
| Total | $ | 212,677 | $ | — | $ | — | $ | — | $ | 212,677 |
NOTE 3 - Vehicle Pooling Costs
The Company defers in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by the Company but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are certain facility costs, labor, transportation, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in the subsequent periods on an average cost basis.
NOTE 4 - Net Income Per Share
There were no adjustments to net income in calculating diluted net income per share. The table below reconciles basic weighted shares outstanding to diluted weighted average shares outstanding (in thousands):
| Three Months Ended October 31, | |||||||||||
| 2011 | 2010 | ||||||||||
| Basic weighted average shares outstanding | 65,716 | 83,745 | |||||||||
| Effect of dilutive securities - stock options | 1,185 | 661 | |||||||||
| Diluted weighted average shares outstanding | 66,901 | 84,406 | |||||||||
Excluded from the dilutive earnings per share calculation were 1,111,429 and 6,348,967 stock options for the three months ended October 31, 2011 and 2010, respectively, because their effect would have been anti-dilutive.
NOTE 5 - Goodwill and Intangible Assets
The following table sets forth amortizable intangible assets by major asset class as of the dates indicated (in thousands):
| October 31, 2011 | July 31, 2011 | ||||||||||
| Amortized intangibles: | |||||||||||
| Covenants not to compete | $ | 10,896 | $ | 10,896 | |||||||
| Supply contracts | 26,743 | 27,238 | |||||||||
| Licenses and databases | 1,332 | 1,337 | |||||||||
| Accumulated amortization | (27,572 | ) | (26,723 | ) | |||||||
| Net intangibles | $ | 11,399 | $ | 12,748 |
Aggregate amortization expense on amortizable intangible assets was $1.1 million and $1.3 million for the three months ended October 31, 2011 and 2010, respectively.
9
The change in the carrying amount of goodwill is as follows (in thousands):
| Balance as of July 31, 2011 | $ | 198,620 | |||
| Effect of foreign currency exchange rates | (1,491 | ) | |||
| Balance as of October 31, 2011 | $ | 197,129 |
NOTE 6 - Share-based Compensation
The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the award. The following is a summary of option activity for the Company's stock options for the three months ended October 31, 2011:
| Shares | Weighted- average Exercise Price |
Weighted-average Remaining Contractual Term |
Aggregate Intrinsic Value |
||||||||||||||||||||
| (in 000s) | (in 000s) | ||||||||||||||||||||||
| Outstanding at July 31, 2011 | 8,353 | $ | 31.00 | ||||||||||||||||||||
| Grants of options | 40 | $ | 42.09 | ||||||||||||||||||||
| Exercises | (86 | ) | $ | 29.01 | |||||||||||||||||||
| Forfeitures or expirations | - | - | |||||||||||||||||||||
| Outstanding at October 31, 2011 | 8,307 | $ | 31.08 | 6.95 | $ | 103,620 | |||||||||||||||||
| Exercisable at October 31, 2011 | 4,476 | $ | 28.93 | 6.09 | $ | 65,433 |
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for the 7,529,501 options that were in-the-money at October 31, 2011.
As set forth in the table below, the share-based compensation expense recognized during the three months ended October 31, 2011 was $5.1 million, compared to $4.6 million during the three months ended October 31, 2010.
| Three Months Ended October 31, | |||||||||||||||||
| 2011 | 2010 | ||||||||||||||||
| General and Administrative | $ | 4,850 | $ | 4,331 | |||||||||||||
| Yard operations | 195 | 305 | |||||||||||||||
| $ | 5,045 | $ | 4,636 | ||||||||||||||
NOTE 7 - Common Stock Repurchases
On September 22, 2011, the Company's board of directors approved a 20 million share increase in the Company's stock repurchase program, bringing the total current authorization to 49 million shares. The repurchases 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. The Company repurchased 1,069,898 shares of its common stock during the three months ended October 31, 2011, at a weighted average price of $40.73 per share totaling $43.6 million. The Company repurchased 2,249,826 shares of its common stock during the three months ended October 31, 2010 at a weighted average price of $33.65 per share totaling $75.7 million. The total number of shares repurchased under the program as of October 31, 2011 was 21,522,935 and 27,477,065 shares were available for repurchase under the program.
Additionally, on January 14, 2011, the Company completed a tender offer to purchase up to 10,526,315 shares of its common stock at a price of $38.00 per share. In connection with the tender offer, the Company accepted for purchase 12,172,088 shares of its common stock. The shares accepted for purchase are comprised of the 10,526,315 shares the Company offered to purchase and an additional 1,645,773 shares purchased pursuant to the Company's right to purchase additional shares up to 2% of its outstanding shares. The shares purchased as a result of the tender offer are not part of the Company's repurchase program. The purchase of the shares of common stock was funded by the proceeds relating to the issuance of long term debt. The dilutive earnings per share impact of all repurchased shares on the weighted average number of common shares outstanding for the three months ended October 31, 2011 is less than $0.01.
10
In the second, third and fourth quarters of fiscal 2011, and the first quarter of fiscal 2012, certain executive officers exercised stock options through cashless exercises. A portion of the options exercised were net settled in satisfaction of the exercise price and federal and state minimum statutory tax withholding requirements. Approximately $4.2 million in fiscal year 2011 and $0.2 million in fiscal year 2012 was remitted to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The exercises are summarized in the following table:
| Period | Options Exercised |
Exercise Price |
Shares Net Settled for Exercise |
Shares Withheld for Taxes(1) |
Net Shares to Employee |
Share Price for Withholding |
Tax Withholding (in 000's) |
|||||||||||||||||||
| FY 2011-Q2 | 88,750 | $ | 16.93 | 38,025 | 18,917 | 31,808 | $ | 39.51 | $ | 748 | ||||||||||||||||
| FY 2011-Q3 | 274,167 | $ | 22.03 | 147,748 | 59,016 | 67,403 | $ | 40.80 | $ | 2,408 | ||||||||||||||||
| FY 2011-Q4 | 90,000 | $ | 18.95 | 38,198 | 24,183 | 27,619 | $ | 44.65 | $ | 1,080 | ||||||||||||||||
| FY 2012-Q1 | 20,000 | $ | 18.00 | 8,041 | 4,487 | 7,472 | $ | 44.77 | $ | 201 | ||||||||||||||||
(1)Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against our stock repurchase program.
NOTE 8 - Comprehensive Income
The following table reconciles net income to comprehensive income (in thousands):
| Three Months Ended October 31, | |||||||||||
| 2011 | 2010 | ||||||||||
| Net income, as reported | $ | 41,149 | $ | 37,823 | |||||||
| Other comprehensive income: | |||||||||||
| Cash flow hedge | (614 | ) | - | ||||||||
| Foreign currency translation adjustments, net of tax effects | (3,500 | ) | 4,258 | ||||||||
| Comprehensive income | $ | 37,035 | $ | 42,081 | |||||||
NOTE 9 - Recent Accounting Pronouncements
In September 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU 2011-08), which simplifies how entities test goodwill for impairment. ASU 2011-08 gives entities the option, under certain circumstances, to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether further impairment testing is necessary. ASU 2011-08 is effective for fiscal years beginning after December 15, 2011, and early adoption is permitted. The Company's adoption of ASU 2011-08 will not have a material impact on the Company's consolidated results of operations or financial position.
NOTE 10 - Legal Proceedings
The Company is involved in litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, and handling or disposal of vehicles. These legal proceedings include the following matters:
On August 21, 2008, a former employee filed a Charge of Discrimination with the Equal Employment Opportunity Commission, or EEOC, claiming, in part, that he was denied employment based on his race and subjected to unlawful retaliation. The Company responded to the Charge of Discrimination explaining that it has a policy prohibiting the employment of individuals with certain criminal offenses and that the former employee was terminated after it was belatedly discovered that he had been convicted of a felony and other crimes prior to being hired by us. The Charge of Discrimination lay dormant at the EEOC for over two years. In January, 2011, however, the EEOC began actively investigating the allegations and challenging our policy of conducting criminal background checks and denying employment based on certain criminal convictions. It is the EEOC's position that such a practice is unlawful because it has a disparate impact on minorities. It is Copart's position that the Company policy is required by one of our largest auto insurance company customers. Because Copart's customer is in the insurance and financial services industry, its operations are heavily regulated. The Federal Deposit Insurance Act (12 U.S.C. §1829) prohibits savings and loan holding companies, such as Copart's customer, from employing "any person who has been convicted of any criminal offense involving dishonesty or a breach of trust or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense." In turn, it is Copart's understanding that the Company's customer is obligated to make sure its vendors, such as Copart, comply with similar hiring restrictions. The EEOC is still investigating the Charge of Discrimination. The Company anticipates that if the Charge of Discrimination is not
11
dismissed or settled, the EEOC will file a lawsuit in Federal Court on behalf of all former employees and applicants of Copart who were denied employment because of the Company's policy. The Company believes that its practices are not unlawful and intend to continue to vigorously defend this action.
On April 23, 2010, Deborah Hill filed suit against the Company in the Twentieth Judicial Circuit of Collier County, Florida, alleging negligent destruction of evidence in connection with a stored vehicle that suffered damage due to a fire at our facility in Florida where the vehicle was being stored. Relief sought is for compensatory damages, costs and interest allowed by law. The Company believes the claim is without merit and intends to continue to vigorously defend the lawsuit.
On September 21, 2010, Robert Ortiz and Carlos Torres filed suit against Copart in Superior Court of San Bernardino County, San Bernardino District, which purported to be a class action on behalf of persons employed by the Company in the positions of facilities managers and assistant general managers in California at any time since the date four years prior to September 21, 2010. The complaint alleges failure to pay wages and overtime wages, failure to provide meal breaks and rest breaks, in violation of various California Labor and Business and Professional Code sections, due to alleged misclassification of facilities managers and assistant general managers as exempt employees. Relief sought includes class certification, injunctive relief, damages according to proof, restitution for unpaid wages, disgorgement of ill-gotten gains, civil penalties, attorney's fees and costs, interest, and punitive damages. The Company believes the claim is without merit and intends to continue to vigorously defend the lawsuit.
On February 12, 2011, Jose E. Brizuela filed suit against the Company in Superior Court, San Bernardino County, San Bernardino District, which purports to be class action on behalf of persons employed by Copart paid on a hourly basis in California at any time since the date four years prior to February 14, 2011. The complaint alleges failure to pay all earned wages due to an alleged practice of rounding of hours worked to the detriment of the employees. Relief sought includes class certification, injunctive relief, unpaid wages, waiting time penalty-wages, interest, and attorney's fees and costs of suit. The Company believes the claim is without merit and intends to continue to vigorously defend the lawsuit.
On August 10, 2011, Glenn A. Mangis and Lynn Brown-Mangis, husband and wife, filed suit against the Company in the Superior Court of Washington for Pierce County, alleging exposure to asbestos during the course of his employment as a carpenter, electrician and laborer; and as a direct result of said exposure, Plaintiff developed mesothelioma. Plaintiff's wife is alleging loss of spousal relationship as a result. On October 18, 2011, Plaintiff filed a Stipulation and Order of Dismissal of Copart. All claims against Copart were dismissed without prejudice and without costs as to any party to the matter.
The Company provides for costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. The Company believes that any ultimate liability will not have a material effect on our consolidated financial position, results of operations or cash flows. However, the amount of the liabilities associated with these claims, if any, cannot be determined with certainty. Copart maintains insurance which may or may not provide coverage for claims made against the Company. There is no assurance that there will be insurance coverage available when and if needed. Additionally, the insurance that Copart carries requires that the Company pay for costs and/or claims exposure up to the amount of the insurance deductibles negotiated when insurance is purchased.
Governmental Proceedings
The Georgia Department of Revenue, or DOR, recently conducted a sales and use tax audit of the Company's operations in Georgia for the period from January 1, 2007 through June 30, 2011. As a result of the audit, the DOR issued a notice of proposed assessment for uncollected sales taxes in which it asserted that the Company failed to remit sales taxes totaling $73.8 million, including penalties and interest. In issuing the notice of proposed assessment, the DOR stated its policy position that sales for resale to non-U.S. registered resellers are subject to Georgia sales and use tax.
The Company has engaged a Georgia law firm and outside tax advisors to review the conduct of its business operations in Georgia, the notice of assessment, and the DOR's policy position. In particular, the Company's outside legal counsel has provided the Company an opinion that its sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax. In rendering its opinion, the Company's counsel noted that non-U.S. registered resellers are unable to comply strictly with technical requirements for a Georgia certificate of exemption but concluded that its sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax notwithstanding this technical inability to comply.
Based on the opinion from the Company's outside law firm and advice from outside tax advisors, the Company has not provided for the payment of this assessment in its consolidated financial statements. The Company believes it has strong defenses to the DOR's notice of proposed assessment and intends to defend this matter. The Company has filed a request for protest or administrative appeal with the State of Georgia. There can be no assurance, however, that this matter will be resolved in the
12
Company's favor or that the Company will not ultimately be required to make a substantial payment to the Georgia DOR. The Company understands that Georgia law and DOR regulations are ambiguous on many of the points at issue in the audit, and litigating and defending the matter in Georgia could be expensive and time-consuming and result in substantial management distraction. If the matter were to be resolved in a manner adverse to the Company, it could have a material adverse effect on the Company's results of operations and consolidated financial statements.
NOTE 11 - Income Taxes
The Company applies the provisions of the accounting standard for uncertain tax positions to its income taxes. For benefits to be realized, a tax position must be more likely than not to be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
As of October 31, 2011, the total gross unrecognized tax benefit was $24.7 million, including interest and penalty.
As of October 31, 2011, the gross amounts of the Company's liabilities for unrecognized tax benefits were classified as long-term income taxes payable and as long-term receivables, respectively, in the accompanying condensed consolidated balance sheet. Over the next twelve months, the Company's existing positions will continue to generate an increase in liabilities for unrecognized tax benefits, as well as a likely decrease in liabilities as a result of the lapse of the applicable statute of limitations and the conclusion of income tax audits. The expected decrease in liabilities relating to unrecognized tax benefits will have a positive effect on the Company's consolidated results of operations and financial position when realized. The Company recognized interest and penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties accrued for the three months ended October 31, 2011 was $0.5 million.
The Company files income tax returns in the US federal jurisdiction, various states, Canada and the United Kingdom. The Company is currently under audit by the states of Connecticut and Florida for fiscal years 2007, 2008 and 2009. The Company is no longer subject to US federal and state income tax examination for fiscal years prior to 2008, with the exception of Connecticut and Florida. At this time, the Company does not believe that the outcome of any examination will have a material impact on the Company's consolidated results of operations and financial position.
The Company has not provided for US federal income and foreign withholding taxes from undistributed earnings of its foreign operations, because the Company intends to reinvest such earnings indefinitely in the operations and potential acquisitions related to its foreign operations. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to US income taxes (subject to an adjustment for foreign tax credits). It is not practical to determine the income tax liability that might be incurred if these earnings were to be distributed. If these earnings were distributed, foreign tax credits may become available under current law to reduce or eliminate the resultant US income tax liability.
NOTE 12 - Credit Facility
The Company entered into a Credit Facility Agreement (Credit Facility) in December 2010 that provides on an unsecured basis: (i) a $100.0 million revolving credit facility, including a $100.0 million alternative currency borrowing sublimit and a $50.0 million letter of credit sublimit (Revolving Credit) and (ii) a term loan facility of $400.0 million (Term Loan). On September 29, 2011, the Company amended the credit agreement increasing the amount of the term loan facility from $400.0 million to $500.0 million
The Term Loan, which at October 31, 2011 was $500.0 million, amortizes $18.8 million plus interest each quarter beginning December 31, 2011 with all outstanding borrowings due on December 14, 2015. All amounts borrowed under the Term Loan may be prepaid without premium or penalty.
Amounts borrowed under the Credit Facility bear interest, subject to certain restrictions, at a fluctuating rate based on (i) the Eurocurrency Rate, (ii) the Federal Funds Rate or (iii) the Prime Rate as described in the Credit Facility. The Company has entered into an interest rate swap to exchange its variable interest rate payments commitment for fixed interest rate payments on $375 million, the notional amount, of the Term Loan balance which, at October 31, 2011 totaled $500.0 million. The swap agreement fixed the Company's interest rate, with respect to the notional amount of our term debt, at 85 basis points plus the Applicable Rate as outlined in the Credit Facility. The remainder of the Company's Term Loan bears interest at a fluctuating Eurocurrency Rate plus the Applicable Rate. At October 31, 2011 the Eurocurrency Rate was.28% and the Applicable rate was 1.75%. The Applicable Rate can fluctuate between 1.5% and 2.0% depending on the Company's consolidated net leverage ratio (as defined in the Credit Facility).
Amounts borrowed under the Revolving Credit may be repaid and reborrowed until the maturity date, which is December 14, 2015. The Credit Facility requires the Company to pay a commitment fee on the unused portion of the Revolving
13
Credit. The commitment fee ranges from 0.075% to 0.125% per annum depending on the Company's leverage ratio. The Company had no outstanding borrowings under the Revolving Credit at the end of the period.
The Credit Facility contains customary representations and warranties and may place certain business operating restrictions on us relating to, among other things, indebtedness, liens and other encumbrances, investments, mergers and acquisitions, asset sales, dividends and distributions and redemptions of capital stock. In addition, the Credit Facility provides for the following financial covenants: 1) earnings before income tax, depreciation and amortization (EBITDA), 2) leverage ratio, 3) interest coverage ratio, and 4) limitations on capital expenditures. The Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, cross-defaults to certain other indebtedness, bankruptcy and insolvency defaults, material judgments, invalidity of the loan documents and events constituting a change of control. The Company is in compliance with all covenants as of October 31, 2011.
The Company has entered into an interest rate swap to reduce interest rate risk on the Company's variable rate Term Loan. The swap is a designated effective cash flow hedge under ASC 815, Derivatives and Hedging, and is recorded in other liabilities at its fair value, which at October 31, 2011 is $0.6 million.
NOTE 13 - Restructuring
The Company is relocating its corporate headquarters to the Dallas metroplex in Texas in 2012. The Company recognized restructuring-related costs of $1.5 million for the three months ended October 31, 2011. Restructuring-related costs are for severance and the costs of relocating employees to Texas.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "intend," "forecast," "anticipate," "believe," "estimate," "predict," "potential," "continue" or the negative of these terms or other comparable terminology. The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties and situations that may cause our or our industry's actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These factors include those listed in Part I, Item 1A.—"Risk Factors" of this Form 10-Q and those discussed elsewhere in this Form 10-Q. We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the Securities and Exchange Commission, or SEC. The Company may from time to time make additional written and oral forward-looking statements, including statements contained in the Company's filings with the SEC. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.
Although we believe that, based on information currently available to the Company and its management, the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements. In addition, historical information should not be considered an indicator of future performance.
Overview
Copart, Inc. is a leading provider of online auctions and vehicle remarketing services in the United States (US), Canada and the United Kingdom (UK).
We provide vehicle sellers with a full range of services to process and sell vehicles over the Internet through our Virtual Bidding Second Generation Internet auction-style sales technology, which we refer to as VB2. Sellers are primarily insurance companies but also include banks and financial institutions, charities, car dealerships, fleet operators and vehicle rental companies. We sell principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers and exporters and, at certain locations, we sell directly to the general public. The majority of the vehicles sold on behalf of the insurance companies are either damaged vehicles deemed a total loss or not economically repairable by the insurance companies or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. We offer vehicle sellers a full range of services that expedite each stage of the salvage vehicle sales process, minimize administrative and processing costs and maximize the ultimate sales price.
In the US and Canada (North America), we sell vehicles primarily as an agent and derive revenue primarily from fees paid by vehicle sellers and vehicle buyers as well as related fees for services such as towing and storage. In the UK, we operate both on a principal basis, purchasing the salvage vehicle outright from the insurance companies and reselling the vehicle for our own account, and as an agent.
Our revenues consist of sales transaction fees charged to vehicle sellers and vehicle buyers, transportation revenue, purchased vehicle revenues, and other remarketing services. Revenues from sellers are generally generated either on a fixed fee contract basis where we collect a fixed amount for selling each vehicle regardless of the selling price of the vehicle or, under our Percentage Incentive Program, or PIP program, where our fees are generally based on a predetermined percentage of the vehicle sales price. Under the consignment, or fixed fee program, we generally charge an additional fee for title processing and special preparation. Although sometimes included in the consignment fee, we may also charge additional fees for the cost of transporting the vehicle to our facility, storage of the vehicle, and other incidental costs. Under the consignment programs, only the fees associated with vehicle processing are recorded in revenue, not the actual sales price (gross proceeds). Sales transaction fees also include fees charged to vehicle buyers for purchasing vehicles, storage, loading and annual registration. Transportation revenue includes charges to sellers for towing vehicles under certain contracts and towing charges assessed to buyers for delivering vehicles. Purchased vehicle revenue includes the gross sales price of the vehicle which we have purchased or are otherwise considered to own and is primarily generated in the UK.
Operating costs consist primarily of operating personnel (which includes yard management, clerical and yard employees), rent, contract vehicle towing, insurance, fuel, equipment maintenance and repair, and costs of vehicles we sold under purchase
15
contracts. Costs associated with general and administrative expenses consist primarily of executive management, accounting, data processing, sales personnel, human resources, professional fees, research and development and marketing expenses.
During fiscal 2004 and fiscal 2008, we converted all of our North American and UK sales, respectively, to an Internet-based auction-style model using our VB2 Internet sales technology which employs a two-step bidding process. The first step, called the preliminary bid, allows members to submit bids up to one hour before a real time virtual auction begins. The second step allows members to bid against each other, and the high bidder from the preliminary bidding process, in a real-time process over the Internet.
Acquisitions and New Operations
We have experienced significant growth in facilities as we have acquired seven facilities and established three new facilities since the beginning of fiscal 2010. All of these acquisitions have been accounted for using the purchase method of accounting.
As part of our overall expansion strategy of offering integrated services to vehicle sellers, we anticipate acquiring and developing facilities in new regions, as well as the regions currently served by our facilities. We believe that these acquisitions and openings strengthen our coverage as we have 154 facilities located in North America and the United Kingdom and are able to provide national coverage for our sellers.
The following table sets forth facilities that we have acquired or opened from August 1, 2009 through October 31, 2011:
| Locations | Acquisition or Greenfield |
Date | Geographic Service Area | ||||||||||||||||||||
| Bristol, England | Acquisition | January 2010 | United Kingdom | ||||||||||||||||||||
| Bedford, England | Acquisition | January 2010 | United Kingdom | ||||||||||||||||||||
| Colchester, England | Acquisition | January 2010 | United Kingdom | ||||||||||||||||||||
| Gainsborough, England | Acquisition | * | January 2010 | United Kingdom | |||||||||||||||||||
| Luton, England | Acquisition | January 2010 | United Kingdom | ||||||||||||||||||||
| Scranton, Pennsylvania | Greenfield | February 2010 | Central Pennsylvania | ||||||||||||||||||||
| Homestead, Florida | Greenfield | September 2010 | Southern Florida | ||||||||||||||||||||
| Hartford City, Indiana | Acquisition | March 2011 | Central Indiana | ||||||||||||||||||||
| Birmingham, England | Acquisition | March 2011 | United Kingdom | ||||||||||||||||||||
| Atlanta, Georgia | Greenfield | August 2011 | Northern Georgia | ||||||||||||||||||||
_________________________
* Closed in fiscal 2010
The period-to-period comparability of our operating results and financial condition is substantially affected by business acquisitions, new openings, weather, and product introductions during such periods. In particular, we have certain contracts inherited through our UK acquisitions that require us to act as a principal, purchasing vehicles from the insurance companies and reselling them for our own account. It is our intention, where possible, to migrate these contracts to the agency model in future periods. Changes in the amount of revenue derived in a period from principal transactions relative to total revenue will impact revenue growth and margin percentages.
In addition to growth through acquisitions, we seek to increase revenues and profitability by, among other things, (i) acquiring and developing new vehicle storage facilities in key markets, (ii) pursuing national and regional vehicle seller agreements, (iii) expanding our service offerings to sellers and buyers, and (iv) expanding the application of VB2 into new markets. In addition, we implement our pricing structure and merchandising procedures and attempt to achieve cost efficiencies at each of our acquired facilities by implementing our operational procedures, integrating our management information systems and redeploying personnel, when necessary.
Critical Accounting Policies and Estimates
The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to vehicle pooling costs, self-insured reserves, allowance for doubtful accounts, income taxes, revenue recognition, share-based compensation, long-lived asset impairment calculations and contingencies. We base our estimates on historical experience and on various other assumptions that we believe are
16
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Management has discussed the selection of critical accounting policies and estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed our disclosure relating to critical accounting policies and estimates in this Quarterly Report on Form 10-Q. The following is a summary of the more significant judgments and estimates included in our critical accounting policies used in the preparation of our condensed consolidated financial statements. We discuss where appropriate sensitivity to change based on other outcomes reasonably likely to occur.
Revenue Recognition
We provide a portfolio of services to our sellers and buyers that facilitate the sale and delivery of a vehicle from seller to buyer. These services include the ability to use our Internet sales technology and vehicle delivery, loading, title processing, preparation and storage. We evaluate multiple-element arrangements relative to our member and seller agreements.
The services we provide to the seller of a vehicle involve disposing of a vehicle on the seller's behalf and, under most of our current North American contracts, collecting the proceeds from the member. On August 1, 2010, we prospectively adopted Accounting Standard Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (ASU 2009-13). Upon adoption of this standard, pre-sale services, including towing, title processing, preparation and storage sale fees and other enhancement service fees meet the criteria for separate units of accounting. The revenue associated with each service is recognized upon completion of the respective service, net of applicable rebates or allowances. For certain sellers who are charged a proportionate fee based on high bid of the vehicle, the revenue associated with the pre-sale services are recognized upon completion of the sale when the total arrangement is fixed and determinable. The selling price of each service is determined based on management's best estimate and allotted based on the relative selling price method.
Vehicle sales, where vehicles are purchased and remarketed on our own behalf, are recognized on the sale date, which is typically the point of high bid acceptance. Upon high bid acceptance, a legal binding contract is formed with the member, and the gross sales price is recorded as revenue.
We also provide a number of services to the buyer of the vehicle, charging a separate fee for each service. Each of these services has been assessed to determine whether the requirements have been met to separate them into units of accounting within a multiple-element arrangement. We have concluded that the sale and the post-sale services are separate units of accounting. The fees for sale services are recognized upon completion of the sale, and the fees for the post-sale services are recognized upon successful completion of those services using the relative selling price method.
We also charge members an annual registration fee for the right to participate in our vehicle sales program, which is recognized ratably over the term of the arrangement, and relist and late-payment fees, which are recognized upon receipt of payment by the member. No provision for returns has been established, as all sales are final with no right of return, although we provide for bad debt expense in the case of non-performance by our members or sellers.
We allocate arrangement consideration based on the relative estimated selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Estimated selling prices are determined using management's best estimate. Significant inputs in our estimates of the selling price of separate units of accounting include market and pricing trends, pricing customization and practices, and profit objectives for the services.
Vehicle Pooling Costs
We defer in vehicle pooling costs certain yard operation expenses associated with vehicles consigned to and received by us, but not sold as of the balance sheet date. We quantify the deferred costs using a calculation that includes the number of vehicles at our facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation expenses of the period. The primary expenses allocated and deferred are certain facility costs, labor and vehicle processing. If our allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed as vehicles are sold in the subsequent periods on an average cost basis. Given the fixed cost nature of our business there is not a direct correlation in an increase in expenses or units processed on vehicle pooling costs.
We apply the provisions of accounting guidance for subsequent measurement of inventory to our vehicle pooling costs. The provision requires that items such as idle facility expense, excessive spoilage, double freight and rehandling costs be
17
recognized as current period charges regardless of whether they meet the criteria of "so abnormal" as provided in the guidance. In addition, the guidance requires that the allocation of fixed production overhead to the costs of conversion be based on the normal capacity of production facilities.
Capitalized Software Costs
We capitalize system development costs and website development costs related to our enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Total capitalized software as of October 31, 2011 and July 31, 2011 was $45.5 million and $43.6 million, respectively. Accumulated amortization expense related to software for October 31, 2011and July 31, 2011 totaled $12.3 million and $10.2 million, respectively.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts in order to provide for estimated losses resulting from disputed amounts billed to sellers or members and the inability of our sellers or members to make required payments. If billing disputes exceed expectations and/or if the financial condition of our sellers or members were to deteriorate, additional allowances may be required. The allowance is calculated by taking both seller and buyer accounts receivables written off during the previous 12 month period as a percentage of the total accounts receivable balance, i.e. total write-offs/total accounts receivable (write-off percentage). We note that at October 31, 2011, a one percentage point deviation in the write-off percentage would have resulted in an increase or decrease to the allowance for doubtful accounts balance of less than $1.2 million.
Valuation of Goodwill
We evaluate the impairment of goodwill of our North America and UK operating segments annually (or on an interim basis if certain indicators are present) by comparing the fair value of the operating segment to its carrying value. Future adverse changes in market conditions or poor operating results of the operating segments could result in an inability to recover the carrying value of the investment, thereby requiring impairment charges in the future.
Income Taxes and Deferred Tax Assets
We account for income tax exposures as required under ASC 740, Income Taxes. We are subject to income taxes in the US, Canada and UK. In arriving at a provision of income taxes, we first calculate taxes payable in accordance with the prevailing tax laws in the jurisdictions in which we operate; we then analyze the timing differences between the financial reporting and tax basis of our assets and liabilities, such as various accruals, depreciation and amortization. The tax effects of the timing difference are presented as deferred tax assets and liabilities in the condensed consolidated balance sheet. We assess the probability that the deferred tax assets will be realized based on our ability to generate future taxable income. In the event that it is more likely than not the full benefit would not be realized from the deferred tax assets we carry on our condensed consolidated balance sheet, we record a valuation allowance to reduce the carrying value of the deferred tax assets to the amount expected to be realized. As of October 31, 2011, we had approximately $0.9 million of valuation allowance arising from the net operating losses in states where we had discontinued certain operations in prior years and the potential losses if certain capital assets are sold in the UK. To the extent we establish a valuation allowance or change the amount of valuation allowance in a period, we reflect the change with a corresponding increase or decrease in our income tax provision in the condensed consolidated statements of income.
Historically, our income taxes have been sufficiently provided to cover our actual income tax liabilities among the jurisdictions in which we operate. Nonetheless, our future effective tax rate could still be adversely affected by several factors, including (i) the geographical allocation of our future earnings, (ii) the change in tax laws or our interpretation of tax laws, (iii) the changes in governing regulations and accounting principles, (iv) the changes in the valuation of our deferred tax assets and liabilities and (v) the outcome of the income tax examinations. As a result, we routinely assess the possibilities of material changes resulting from the aforementioned factors to determine the adequacy of our income tax provision.
Based on our results for the three months ended October 31, 2011, a one percentage point change in our provision for income taxes as a percentage of income before taxes would have resulted in an increase or decrease in the provision of $0.6 million.
We apply the provision of ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates
18
that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.
Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest settlement of any particular position, could require the use of cash. In addition, we are subject to the continuous examination of our income tax returns by various taxing authorities, including the Internal Revenue Service and US states. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.
Long-lived Asset Valuation, Including Intangible Assets
We evaluate long-lived assets, including property and equipment and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the use of the asset. If the estimated undiscounted cash flows change in the future, we may be required to reduce the carrying amount of an asset.
Share-based Compensation
We account for our share-based awards to employees and non-employees using the fair value method. Compensation cost related to share-based payment transactions are recognized based on the fair value of the equity or liability instruments issued. Determining the fair value of options using the Black-Scholes Merton option pricing model, or other currently accepted option valuation models, requires highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated fair value on the measurement date. If actual results are not consistent with our assumptions and judgments used in estimating the key assumptions, we may be required to record additional compensation or income tax expense, which could have a material impact on our consolidated financial position and results of operations.
Retained Insurance Liabilities
We are partially self-insured for certain losses related to medical, general liability, workers' compensation and auto liability. Our insurance policies are subject to a $250,000 deductible per claim, with the exception of our medical policy which is $225,000 per claim. In addition, each of our policies contains an aggregate stop loss which limits our ultimate exposure. Our liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates. The primary estimates used in the actuarial analysis include total payroll and revenue. Our estimates have not materially fluctuated from actual results. While we believe these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from our estimates, our consolidated financial position, results of operations or cash flows could be impacted. The process of determining our insurance reserves requires estimates with various assumptions, each of which can positively or negatively impact those balances. The total amount reserved for all policies is $5.5 million as of October 31, 2011. If the total number of participants in the medical plan changed by 10% we estimate that our medical expense would change by $1.2 million and our medical accrual would change by $320,000. If our total payroll changed by 10% we estimate that our workers' compensation expense and our accrual for workers' compensation expenses would change by $50,000. A 10% change in revenue would change our insurance premium for the general liability and umbrella policy by less than $25,000.
19
Derivatives and Hedging
We have entered into an interest rate swap to exchange our variable interest rate payment commitments for fixed interest rate payments on $375 million, the notional amount, of our Term Loan balance, which at October 31, 2011 totaled $500 million. The notional amount of the derivative transaction amortizes $12.5 million per quarter through September 30, 2015 and $175 million on December 14, 2015. We entered into the interest rate swap to reduce interest rate risk on our variable rate Term Loan. The swap is a designated effective cash flow hedge under ASC 815, Derivatives and Hedging, and is recorded at its $0.6 million fair value in other liabilities. Each quarter, we will measure hedge effectiveness using the "hypothetical derivative method" and record in earnings hedge any ineffectiveness with the effective portion of the hedge's change in fair value recorded in other comprehensive income or loss.
The hedge provided by our swap could prove to be ineffective for a number of reasons, including early retirement the Term Loan, as is allowed under the Credit Agreement, or in the event the counterparty to the interest rate swap is determined in the future to be uncreditworthy. We have no plans for early retirement of the Term Loan.
Segment Reporting
Our North American and UK regions are considered two separate operating segments, which have been aggregated into one reportable segment because they share similar economic characteristics.
Recently Issued Accounting Standards
The information set forth above under Note 9 - Recent Accounting Pronouncements contained in the "Notes to Condensed Consolidated Financial Statements" is incorporated herein by reference.
Results of Operations
Three Months Ended October 31, 2011 Compared to Three Months Ended October 31, 2010
The following sets forth information on customer revenue by class (in thousands, except percentages):
| 2011 | Percentage of Revenue |
2010 | Percentage of Revenue |
|||||||||||||||||||||||
| Service revenues | $ | 185,647 | 82 | % | $ | 179,580 | 84 | % | ||||||||||||||||||
| Vehicle sales | 39,979 | 18 | % | 33,087 | 16 | % | ||||||||||||||||||||
| $ | 225,626 | 100 | % | $ | 212,667 | 100 | % |
Service Revenues. Service revenues were $185.7 million during the three months ended October 31, 2011 compared to $179.6 million for the same period last year, an increase of $6.1 million, or 3.4%. During the first quarter of our fiscal 2011, we prospectively adopted Accounting Standards Update 2009-13, Revenue Arrangements with Multiple Deliverables (ASU 2009-13). Consequently, effective August 1, 2010, we recognize certain revenues, primarily towing fees, titling fees and vehicle preparation fees when the service is performed. Prior to our first quarter of fiscal 2011, these revenues were recognized when the car associated with those fees was sold. As a result of this change, we recognized revenue of approximately $2.1 million in our current quarter and approximately $9.1 million the same quarter last year which would have otherwise been recognized in future periods. The impact of ASU 2009-13 when comparing the three months ended October 31, 2011 to the same period last year was a reduction in service revenue of $7.0 million. Growth in unit volume generated $8.4 million in additional service revenue relative to last year and was driven primarily by growth in the number of units sold on behalf of franchise and independent car dealerships, new and expanded contracts with insurance companies and the migration from the principal model to the agency model in the UK. Higher revenue per car generated $4.3 million in additional revenue relative to the same period last year and was offset by the impact of ASU 2009-13 described above. The higher revenue per car was driven by the increase in the average selling price per vehicle as over 50% of our service revenue is tied in some manner to the ultimate selling price of the vehicle. We believe the increase in the average selling price was primarily impacted by: (i) the year over year increase in commodity pricing as we believe that commodity pricing, particularly the per ton price for crushed car bodies, has an impact on the ultimate selling price of vehicles sold for scrap and vehicles sold for dismantling; (ii) the the general increase in used car pricing, which we believe has an impact on the average selling price of vehicles which are repaired and retailed or purchased by the end user and (iii) in the UK, the continuing beneficial impact of VB2 which we introduced to the UK in 2008 and which expands our buyer base by opening vehicle sales to buyers worldwide. We cannot determine the impact of the movement of these influences as we cannot determine which vehicles are sold to the end user or for scrap, dismantling, retailing or export.
20
Nor can we predict their future movement. Accordingly, we cannot quantify the specific impact that commodity pricing, used car pricing, and the introduction of VB2 in the UK had on the selling price of vehicles and ultimately on service revenue. The average USD to GBP exchange rate was 1.60 dollars to the pound and 1.57 dollars to the pound for the three months ended October 31, 2011 and 2010, respectively, and led to an increase in service revenue of $ 0.4 million.
Vehicle Sales. We purchase vehicles from the insurance companies and from the general public and resell them for our own account. Vehicle sales revenues were $40.0 million during the three months ended October 31, 2011 compared to $33.1 million for the same period last year, an increase of $6.8 million, or 20.8%. The increase in vehicle sales revenue was due to the rise in the average selling price of vehicles which resulted in increased revenue of $8.2 million. The rise in the average selling price per unit was primarily due to: (i) the increase in commodity pricing, particularly the per ton price for crushed car bodies, which has an impact on the ultimate selling price of vehicles sold for scrap and vehicles sold for dismantling and (ii) in the UK, the continuing beneficial impact of VB2 which we introduced to the UK in 2008 and which expands our buyer base by opening vehicle sales to buyers worldwide. We cannot determine which vehicles are sold directly to the end user or for scrap, dismantling, retailing, or export and, accordingly, we cannot quantify the specific impact of commodity pricing nor can we isolate the impact that VB2 had on the ultimate selling price of vehicles sold in the UK. The change in volume reflects the migration of certain contracts in the UK from the principal model to the agency model and resulted in a reduction in vehicle sales revenue of $1.9 million. The beneficial impact on recorded vehicle sales revenue due to the change in the GBP to USD exchange rate was $0.5 million.
Yard Operation Expenses. Yard operation expenses, excluding depreciation and amortization, were $88.0 million during the three months ended October 31, 2011 compared to $86.2 million for the same period last year, an increase of $1.8 million, or 2.1%. During the first quarter of our fiscal 2011, we prospectively adopted Accounting Standards Update 2009-13, Revenue Arrangements with Multiple Deliverables (ASU 2009-13). Consequently, effective August 1, 2010, we recognize certain revenues, primarily towing fees, titling fees and vehicle preparation fees when the service is performed. Prior to our first quarter of fiscal 2011, these revenues were recognized when the car associated with those fees was sold. As a result of this change, we recognized expenses of approximately $1.6 million in the current quarter and $8.8 million in the same quarter last year associated with that revenue which would have otherwise been recognized in future periods. The impact of the adoption of ASU 2009-13 was a reduction in yard operation expense of approximately $7.2 million. Compared to the same period last year, higher yard operation expense of $8.8 million was driven primarily by (i) a $4.1 million increase due to the growth in volume of units processed, (ii) a $1.4 million increase in subhauling costs due to the growth in diesel prices on a year over year basis and, (iii) $3.3 million increase attributed to the general growth in program costs associated with new business segments. This was offset by the impact of ASU 2009-13 described above. There was a detrimental impact of $0.2 million on yard operating expenses due to the change in the GBP to USD exchange rate. Operation depreciation and amortization expenses were $8.2 million and $9.4 million for the three months ended October 31, 2011 and 2010, respectively.
Cost of Vehicle Sales. The cost of vehicle sales were $34.2 million during the three months ended October 31, 2011 compared to $28.2 million for the same period last year, an increase of $6.0 million, or 21.2%. The increase in the cost per unit sold represented a $7.1 million increase relative to last year. Unit volume decrease led to a decline of $1.6 million. The detrimental impact on the cost of sales due to the change in the GBP to USD exchange rate was $0.4 million.
General and Administrative Expenses. General and administrative expenses, excluding depreciation and amortization, were $26.0 million for the three months ended October 31, 2011 compared to $27.0 million for the same period last year, a decrease of $1.0 million, or 3.8%. The detrimental impact on general and administrative expenses due to the change in the GBP to USD exchange rate was less than $0.1 million.
General and administrative depreciation and amortization expenses were $3.9 million and $2.3 million for the three months ended October 31, 2011 and 2010, respectively.
Other Income (Expense). Interest expense grew by $2.2 million reflecting the impact of the new $400.0 term loan funded January 14, 2011, amended to $500 million in September 2011. Other income primarily includes the income from the rent of certain real property, foreign exchange rate gains and losses and gains and losses from the disposal of assets, and will fluctuate based on the nature of those activities during the period. Other income was $0.6 million and $0.5 million during the three months ended October 31, 2011 and 2010, respectively.
Income Taxes. Our effective income tax rates for the three months ended October 31, 2011 and 2010 were 35.5% and 37.1%, respectively. The change in tax rates was primarily driven by the geographical allocation of income and the application of new elective tax law starting this fiscal year.
Net Income. Due to the foregoing factors, we realized net income of approximately $41.2 million for the three months ended October 31, 2011, compared to net income of approximately $37.8 million for the same period last year.
21
Liquidity and Capital Resources
Our primary source of working capital is net income. Accordingly, factors affecting net income are the principal factors affecting the generation of working capital. Those primary factors: (i) seasonality, (ii) market wins and losses, (iii) supplier mix, (iv) accident frequency, (v) salvage frequency, (vi) change in market share of our existing suppliers, (vii) commodity pricing, (viii) used car pricing, (ix) foreign currency exchanges rates, (x) product mix, and (xi) contract mix to the extent appropriate, are discussed in the Results of Operations and Risk Factors sections of this Quarterly Report on Form 10-Q.
Potential internal sources of additional working capital are the sale of assets or the issuance of equity through option exercises and shares issued under our Employee Stock Purchase Plan. A potential external source of additional working capital is the issuance of debt and equity. However, with respect to the issuance of equity or debt, we cannot predict if these sources will be available in the future and if available, if they can be issued under terms commercially acceptable to us.
Historically, we have financed our growth through cash generated from operations, public offerings of common stock, the equity issued in conjunction with certain acquisitions and debt financing. Our primary source of cash generated by operations is from the collection of sellers' fees, members' fees and reimbursable advances from the proceeds of vehicle sales. Our business is seasonal as inclement weather during the winter months increases the frequency of accidents and, consequently, the number of cars deemed as totaled by the insurance companies. During the winter months, most of our facilities process 10% to 30% more vehicles than at other times of the year. This increased volume requires the increased use of our cash to pay out advances and handling costs of the additional business.
As of October 31, 2011, we had working capital of $175.6 million, including cash and cash equivalents of $212.7 million. Cash equivalents consisted of funds invested in money market accounts, which bear interest at a variable rate. Cash and cash equivalents increased by $138.7 million from July 31, 2011 to October 31, 2011.
We believe that our currently available cash and cash equivalents and cash generated from operations will be sufficient to satisfy our operating and working capital requirements for at least the next 12 months. However, if we experience significant growth in the future, we may be required to raise additional cash through the issuance of new debt or additional equity.
Operating Activities
Net cash provided by operating activities decreased by $13.4 million to $64.2 million during the three months ended October 31, 2011, when compared to the three months ended October 31, 2010, due to changes in operating assets and liabilities partially offset by a $3.3 million improvement in net earnings.
Investing Activities
Net cash used in investing activities decreased by $4.0 million to $7.1 million during the three months ended October 31, 2011 when compared to the three months ended October 31, 2010. $7.5 million decrease in capital expenditures was partially offset by $3.5 million decrease in proceeds from the sale of property and equipment for the three months ended October 31, 2011, when compared to the same period in the prior year.
Financing Activities
Net cash provided by financing activities was $157.2 million higher during the three months ended October 31, 2011 when compared to the same period in the prior year. The increase is attributed to the issuance of long term debt, which provided $125.0 million cash during the three months ended October 31, 2011 (See Note 12, Credit Facility). Also, we repurchased $31.7 million less common stock during the current fiscal quarter, when compared to the same period for the prior year (See Note 7, Common Stock Repurchases).
Off-Balance Sheet Arrangements
As of October 31, 2011, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act.
Contractual Obligations
The following table summarizes our long-term debt including current portion as of October 31, 2011 (in thousands):
22
| Payments Due By Period | ||||||||||||||||||||
| Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | Other | |||||||||||||||
| Long-term debt including current portion | $500,000 | $75,000 | $150,000 | $275,000 | $— | $— | ||||||||||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal exposures to financial market risk are interest rate risk, foreign currency risk and translation risk.
Interest Income Risk
The primary objective of our investment activities is to preserve principal while secondarily maximizing yields without significantly increasing risk. To achieve this objective in the current uncertain global financial markets, as of October 31, 2011, all of our total cash and cash equivalents were held in bank deposits and money market funds. As the interest rates on a material portion of our cash and cash equivalents are variable, a change in interest rates earned on our investment portfolio would impact interest income along with cash flows, but would not materially impact the fair market value of the related underlying instruments. As of October 31, 2011, we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities. Based on the average cash balance held during the twelve months ended October 31, 2011, a 10% change in our interest yield would not materially affect our operating results.
Interest Expense Risk
Our total borrowings under the Credit Facility were $500 million as of October 31, 2011. Amounts borrowed under the Credit Facility bear interest, subject to certain restrictions, at a fluctuating rate based on (i) the Eurocurrency Rate, (ii) the Federal Funds Rate or (iii) the Prime Rate as described in the Credit Facility. A default interest rate applies on all obligations during an event of default under the Credit Facility, at a rate per annum equal to 2.0% above the otherwise applicable interest rate.
Changes in the overall level of interest rates impact the interest expense that we recognize in our condensed consolidated statements of income. During the three month period ending October 31, 2011, we entered into an interest rate swap to reduce interest rate risk on $375 million, the notional amount, of our $500 million Term Loan balance. The notional amount of the derivative transaction amortizes $12.5 million per quarter through September 2015 and $175 million on December 14, 2015. The impact of a 100 basis point increase in the interest rate on $125 million would be an increase in interest expense of $1.25 million, excluding the impact of debt amortization.
Foreign Currency and Translation Exposure
Fluctuations in the foreign currencies create volatility in our reported results of operations because we are required to consolidate the results of operations of our foreign currency denominated subsidiaries. International net revenues result from transactions by our Canadian and UK operations and are typically denominated in the local currency of each country. These operations also incur a majority of their expenses in the local currency, the Canadian dollar and the British pound. Our international operations are subject to risks associated with foreign exchange rate volatility. Accordingly, our future results could be materially adversely impacted by changes in these or other factors. A hypothetical uniform 10% strengthening or weakening in the value of the US dollar relative to the Canadian dollar and British pound in which our revenues and profits are denominated would result in a decrease/increase to revenue of $5.0 million for the three months ended October 31, 2011.
Fluctuations in the foreign currencies create volatility in our reported consolidated financial position because we are required to remeasure substantially all assets and liabilities held by our foreign subsidiaries at the current exchange rate at the close of the accounting period. At October 31, 2011, the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of $3.5 million. This loss is recognized as an adjustment to stockholders' equity through accumulated other comprehensive income. A 10% strengthening or weakening in the value of the US dollar relative to the Canadian dollar or the British pound will not have a material effect on our consolidated financial position.
We do not hedge our exposure to translation risks arising from fluctuations in foreign currency exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
23
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, or Disclosure Controls, as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation, or Controls Evaluation, was performed under the supervision and with the participation of management, including our Chief Executive Officer and Director (our CEO) and our Senior Vice President and Chief Financial Officer (our CFO). Disclosure Controls are controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the US Securities and Exchange Commission's rules and forms. Disclosure Controls include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include some, but not all, components of our internal control over financial reporting.
Based upon the Controls Evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission.
(b) Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
24
The information set forth above under Note 10 — Legal Proceedings contained in the "Notes to Condensed Consolidated Financial Statements" is incorporated herein by reference.
Set forth below and elsewhere in this Quarterly Report on Form 10-Q and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. The descriptions below include any material changes to and supersede the description of the risk factors affecting our business previously disclosed in "Part I, Item 1A, Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended July 31, 2011.
We depend on a limited number of major vehicle sellers for a substantial portion of our revenues. The loss of one or more of these major sellers could adversely affect our results of operations and financial condition, and an inability to increase our sources of vehicle supply could adversely affect our growth rates.
One customer accounted for approximately 10% of our revenue during the three months ended October 31, 2011. Historically, a limited number of vehicle sellers have collectively accounted for a substantial portion of our revenues. Seller arrangements are either written or oral agreements typically subject to cancellation by either party upon 30 to 90 days notice. Vehicle sellers have terminated agreements with us in the past in particular markets, which has affected the pricing for sales services in those markets. There can be no assurance that our existing agreements will not be cancelled. Furthermore, there can be no assurance that we will be able to enter into future agreements with vehicle sellers or that we will be able to retain our existing supply of salvage vehicles. A reduction in vehicles from a significant vehicle seller or any material changes in the terms of an arrangement with a significant vehicle seller could have a material adverse effect on our results of operations and financial condition. In addition, a failure to increase our sources of vehicle supply could adversely affect our earnings and revenue growth rates.
Our acquisitions in the UK expose us to risks arising from the acquisitions and risks associated with operating in markets outside North America. We may acquire additional companies in the UK or other countries or seek to establish new yards or facilities to complement the acquired companies' operations. Any failure to successfully integrate businesses acquired outside of North America into our operations could have an adverse effect on our financial position, results of operations or cash flows.
During fiscal 2007, we completed the acquisition of Universal Salvage plc, or Universal, our first acquisition in the UK. In fiscal 2008, we completed the acquisitions of Century Salvage Sales Limited, (Century), Simpson Bros. (York) Holdings, Limited and AG Watson Auto Salvage & Motor Spares (Scotland) Limited (AG Watson), all located within the UK. In fiscal 2010, we completed the acquisitions of D Hales Limited (D Hales) which is also located in the UK. In fiscal 2011, we completed the acquisition of John Hewitt and Sons (Garages) Limited (Hewitt). We may continue to acquire additional companies or operations in the UK or other countries in Europe or may seek to establish new yards or operations in the UK or Europe now that we have established a presence in these markets.
Our acquisitions in the UK and continued expansion of our operations outside North America pose substantial risks and uncertainties that could have an adverse effect on our future operating results. In particular, we may not be successful in realizing anticipated synergies from these acquisitions, or we may experience unanticipated costs or expenses integrating the acquired operations into our existing business. We have and may continue to incur substantial expenses establishing new yards or operations in the UK or Europe. Among other things, we have deployed VB2 technologies at all of our operations in the UK and we cannot predict whether this deployment will be successful or will result in increases in the revenues or operating efficiencies of any acquired companies relative to their historic operating performance. Integration of our respective operations, including information technology integration and integration of financial and administrative functions, may not proceed as we currently anticipate and could result in presently unanticipated costs or expenses (including unanticipated capital expenditures) that could have an adverse effect on our future operating results. We cannot provide any assurances that we will achieve our business and financial objectives in connection with these acquisitions or our strategic decision to expand our operations internationally.
As we continue to expand our business internationally, we will need to develop policies and procedures to manage our business on a global scale. Operationally, the businesses of Universal, Century, AG Watson, D Hales, and Hewitt have depended
25
on key seller relationships, and our failure to maintain those relationships would have an adverse effect on our operating objectives for the UK and could have an adverse effect on our future operating results.
In addition, we anticipate our international operations will subject us to a variety of risks associated with operating on an international basis, including:
•the difficulty of managing and staffing foreign offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
•the need to localize our product offerings, particularly with respect to VB2;
•tariffs and trade barriers and other regulatory or contractual limitations on our ability to operate in certain foreign markets; and
•exposure to foreign currency exchange rate risk, which may have an adverse impact on our revenues and revenue growth rates.
As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and have an adverse effect on our operating results.
Certain acquisitions in the United Kingdom may be reviewed by the Office of Fair Trade (OFT) and/or Competition Commission (UK Regulators). If an inquiry is made by the UK Regulators, we may be required to demonstrate our acquisitions will not result, or be expected to result, in a substantial lessening of competition in a UK market. Although we believe that there will not be a substantial lessening of competition in a UK market, based on our analysis of the relevant UK markets, there can be no assurance that the UK Regulators will agree with us if they decide to make an inquiry. If the UK Regulators determine that by our acquisitions of certain assets, there is or likely will be a substantial lessening of competition in a UK market, we could be required to divest some portion of our UK assets. In the event of a divestiture order by the UK Regulators, the assets disposed may be sold for substantially less than their carrying value. Accordingly, any divestiture could have a material adverse effect on our operating results in the period of the divestiture.
In the UK, a significant portion of our business is conducted on a principal basis, purchasing the salvage vehicle outright from the insurance companies and reselling the vehicle to buyers. Continued operations on a principal basis will have a negative impact on our future consolidated gross margin percentages and exposes us to additional inventory risks.
The period-to-period comparability of our operating results and financial condition is substantially affected by business acquisitions during such periods. In particular, the UK acquisitions, because of their size and, because the UK operates primarily on the principal model versus the agency model employed in North America, will have a significant impact on the comparability of revenues, margins and margin percentages in future periods. Continued operations on a principal basis will have a negative impact on our future consolidated gross margin percentages, and exposes us to inventory risks including losses from theft, damage, and obsolescence.
If the implementation of our new ERP system is not executed efficiently and effectively, our business, financial condition, and our consolidated operating results could be adversely affected.
We are planning to convert our primary management information system to a new standard ERP system, which will occur in phases through 2013. In the event this conversion of our primary management information system is not executed efficiently and effectively, the conversion may cause interruptions in our primary management information systems, which may make our website and services unavailable. This type of interruption may prevent us from processing vehicles for our sellers and may prevent us from selling vehicles through our internet bidding platform, VB2, which could adversely affect our business, financial condition, and our consolidated operating results.
Our results of operations may not continue to benefit from the implementation of VB2 to the extent we have experienced in recent periods.
We believe that the implementation of our proprietary VB2 sales technologies across our operations has had a favorable impact on our results of operations by increasing the size and geographic scope of our buyer base and increasing the average selling price for vehicles sold through our sales. VB2 was implemented across all of our North American and UK salvage yards beginning in fiscal 2004 and fiscal 2008, respectively. We do not believe, however, that we will continue to experience improvements in our results of operations at the same relative rates we have experienced in the last few years. In addition, we cannot predict whether we will experience the same initial benefits from the implementation of VB2 in the UK market, or in future markets we may enter, that we experienced in North America.
26
Failure to have sufficient capacity to accept additional cars at one or more of our storage facilities could adversely affect our relationships with insurance companies or other sellers of vehicles.
Capacity at our storage facilities varies from period to period and from region to region. For example, following adverse weather conditions in a particular area, our yards in that area may fill and limit our ability to accept additional salvage vehicles while we process existing inventories. As discussed below, Hurricanes Katrina and Rita had, in certain quarters, an adverse effect on our operating results, in part because of yard capacity constraints in the Gulf Coast area. We regularly evaluate our capacity in all our markets and, where appropriate, seek to increase capacity through the acquisition of additional land and yards. We may not be able to reach agreements to purchase independent storage facilities in markets where we have limited excess capacity, and zoning restrictions or difficulties obtaining use permits may limit our ability to expand our capacity through acquisitions of new land. Failure to have sufficient capacity at one or more of our yards could adversely affect our relationships with insurance companies or other sellers of vehicles, which could have an adverse effect on our operating results.
Because the growth of our business has been due in large part to acquisitions and development of new facilities, the rate of growth of our business and revenues may decline if we are not able to successfully complete acquisitions and develop new facilities.
We seek to increase our sales and profitability through the acquisition of additional facilities and the development of new facilities. There can be no assurance that we will be able to:
•continue to acquire additional facilities on favorable terms;
•expand existing facilities in no-growth regulatory environments;
•increase revenues and profitability at acquired and new facilities;
•maintain the historical revenue and earnings growth rates we have been able to obtain through facility openings and strategic acquisitions; or
•create new vehicle storage facilities that meet our current revenue and profitability requirements.
As we continue to expand our operations, our failure to manage growth could harm our business and adversely affect our results of operations and financial condition.
Our ability to manage growth depends not only on our ability to successfully integrate new facilities, but also on our ability to:
•hire, train and manage additional qualified personnel;
•establish new relationships or expand existing relationships with vehicle sellers;
•identify and acquire or lease suitable premises on competitive terms;
•secure adequate capital; and
•maintain the supply of vehicles from vehicle sellers.
Our inability to control or manage these growth factors effectively could have a material adverse effect on our financial position, results of operations, or cash flows.
Our annual and quarterly performance may fluctuate, causing the price of our stock to decline.
Our revenues and operating results have fluctuated in the past and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Factors that may affect our operating results include, but are not limited to, the following:
•fluctuations in the market value of salvage and used vehicles;
•the impact of foreign exchange gain and loss as a result of our recently acquired companies in the UK;
•our ability to successfully integrate our newly acquired operations in the UK and any additional international markets we may enter;
•the availability of salvage vehicles;
•variations in vehicle accident rates;
•member participation in the Internet bidding process;
27
•delays or changes in state title processing;
•changes in international, state or federal laws or regulations affecting salvage vehicles;
•changes in local laws affecting who may purchase salvage vehicles;
•our ability to integrate and manage our acquisitions successfully;
•the timing and size of our new facility openings;
•the announcement of new vehicle supply agreements by us or our competitors;
•the severity of weather and seasonality of weather patterns;
•the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations and infrastructure;
•the availability and cost of general business insurance;
•labor costs and collective bargaining;
•changes in the current levels of out of state and foreign demand for salvage vehicles;
•the introduction of a similar Internet product by a competitor;
•the ability to obtain necessary permits to operate; and
•the impact of our conversion to a new standard ERP system, if the conversion is not executed efficiently and effectively.
Due to the foregoing factors, our operating results in one or more future periods can be expected to fluctuate. As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance. In the event such fluctuations result in our financial performance being below the expectations of public market analysts and investors, the price of our common stock could decline substantially.
Our Internet-based sales model has increased the relative importance of intellectual property assets to our business, and any inability to protect those rights could have a material adverse effect on our business, financial condition, or consolidated results of operations.
Our intellectual property rights include a patent for VB2 as well as trademarks, trade secrets, copyrights and other intellectual property rights. In addition, we may enter into agreements with third parties regarding the license or other use of our intellectual property in foreign jurisdictions. Effective intellectual property protection may not be available in every country in which our products and services are distributed, deployed, or made available. We seek to maintain certain intellectual property rights as trade secrets. The secrecy could be compromised by third parties, or intentionally or accidentally by our employees, which would cause us to lose the competitive advantage resulting from those trade secrets. Any significant impairment of our intellectual property rights, or any inability to protect our intellectual property rights, could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
We have in the past been and may in the future be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages, and could limit our ability to use certain technologies in the future.
Litigation based on allegations of infringement or other violations of intellectual property rights are common among companies who rely heavily on intellectual property rights. Our reliance on intellectual property rights has increased significantly in recent years as we have implemented our VB2 auction-style sales technologies across our business and ceased conducting live auctions. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Litigation and any other intellectual property claims, whether with or without merit, can be time-consuming, expensive to litigate and settle, and can divert management resources and attention from our core business. An adverse determination in current or future litigation could prevent us from offering our products and services in the manner currently conducted. We may also have to pay damages or seek a license for the technology, which may not be available on reasonable terms and which may significantly increase our operating expenses, if it is available for us to license at all. We could also be required to develop alternative non-infringing technology, which could require significant effort and expense.
If we experience problems with our trucking fleet operations, our business could be harmed.
We rely solely upon independent subhaulers to pick up and deliver vehicles to and from our North American storage facilities. We also utilize, to a lesser extent, independent subhaulers in the UK. Our failure to pick up and deliver vehicles in a timely and accurate manner could harm our reputation and brand, which could have a material adverse effect on our business.
28
Further, an increase in fuel cost may led to increased prices charged by our independent subhaulers, which may significantly increase our cost. We may not be able to pass these costs on to our sellers or buyers.
In addition to using independent subhaulers, in the UK, we utilize a fleet of company trucks to pick up and deliver vehicles from our UK storage facilities. In connection therewith, we are subject to the risks associated with providing trucking services, including inclement weather, disruptions in transportation infrastructure, availability and price of fuel, any of which could result in an increase in our operating expenses and reduction in our net income.
We are partially self-insured for certain losses and if our estimates of the cost of future claims differ from actual trends, our results of our operations could be harmed.
We are partially self-insured for certain losses related to medical insurance, general liability, workers' compensation and auto liability. Our liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. The estimated liability is not discounted and is established based upon analysis of historical data and actuarial estimates. While we believe these estimates are reasonable based on the information currently available, if actual trends, including the severity of claims and medical cost inflation, differ from our estimates, our results of operations could be impacted. Further, we rely on independent actuaries to assist us in establishing the proper amount of reserves for anticipated payouts associated with these self-insured exposures.
Our executive officers, directors and their affiliates hold a large percentage of our stock and their interests may differ from other shareholders.
Our executive officers, directors and their affiliates beneficially own, in the aggregate, 19% of our common stock as of October 31, 2011. If they were to act together, these shareholders would have significant influence over most matters requiring approval by shareholders, including the election of directors, any amendments to our articles of incorporation and certain significant corporate transactions, including potential merger or acquisition transactions. In addition, without the consent of these shareholders, we could be delayed or prevented from entering into transactions that could be beneficial to us or our other investors. These shareholders may take these actions even if they are opposed by our other investors.
We have a shareholder rights plan, or poison pill, which could affect the price of our common stock and make it more difficult for a potential acquirer to purchase a large portion of our securities, to initiate a tender offer or a proxy contest, or to acquire us.
In March 2003, our board of directors adopted a shareholder rights plan, commonly known as a poison pill. The poison pill may discourage, delay, or prevent a third party from acquiring a large portion of our securities, initiating a tender offer or proxy contest, or acquiring us through an acquisition, merger, or similar transaction. Such an acquirer could be prevented from consummating one of these transactions even if our shareholders might receive a premium for their shares over then-current market prices.
If we lose key management or are unable to attract and retain the talent required for our business, we may not be able to successfully manage our business or achieve our objectives.
Our future success depends in large part upon the leadership and performance of our executive management team, all of whom are employed on an at-will basis and none of whom are subject to any agreements not to compete. If we lose the service of one or more of our executive officers or key employees, in particular Willis J. Johnson, our Chairman; A. Jayson Adair, our Chief Executive Officer; and Vincent W. Mitz, our President, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives.
Our cash investments are subject to numerous risks.
We may invest our excess cash in securities or money market funds backed by securities, which may include US treasuries, other federal, state and municipal debt, bonds, preferred stock, commercial paper, insurance contracts and other securities both privately and publicly traded. All securities are subject to risk, including fluctuations in interest rates, credit risk, market risk and systemic economic risk. Changes or movements in any of these risk factors may result in a loss or an impairment to our invested cash and may have a material effect on our consolidated financial statements.
The impairment of capitalized development costs could adversely affect our consolidated results of operations and financial condition.
We capitalize certain costs associated with the development of new software products, new software for internal use and major software enhancements to existing software. These costs are amortized over the estimated useful life of the software beginning with its introduction or roll out. If, at any time, it is determined that capitalized software provides a reduced economic
29
benefit, the unamortized portion of the capitalized development costs will be expensed, in part or in full, as an impairment, which may have a material impact on our consolidated results of operations and financial condition.
New member programs could impact our operating results.
We have or will initiate programs to open our auctions to the general public. These programs include the Registered Broker program through which the public can purchase vehicles through a registered member and the Market Maker program through which registered members can open Copart storefronts with Internet kiosks enabling the general public to search our inventory and purchase vehicles. Initiating programs that allow access to our online auctions to the general public may involve material expenditures and we cannot predict what future benefit, if any, will be derived.
Factors such as mild weather conditions can have an adverse effect on our revenues and operating results as well as our revenue and earnings growth rates by reducing the available supply of salvage vehicles. Conversely, extreme weather conditions can result in an oversupply of salvage vehicles that requires us to incur abnormal expenses to respond to market demands.
Mild weather conditions tend to result in a decrease in the available supply of salvage vehicles because traffic accidents decrease and fewer automobiles are damaged. Accordingly, mild weather can have an adverse effect on our salvage vehicle inventories, which would be expected to have an adverse effect on our revenue and operating results and related growth rates. Conversely, our inventories will tend to increase in poor weather such as a harsh winter or as a result of adverse weather-related conditions such as flooding. During periods of mild weather conditions, our ability to increase our revenues and improve our operating results and related growth will be increasingly dependent on our ability to obtain additional vehicle sellers and to compete more effectively in the market, each of which is subject to the other risks and uncertainties described in these sections. In addition, extreme weather conditions, although they increase the available supply of salvage cars, can have an adverse effect on our operating results. For example, during the year ended July 31, 2006, we recognized substantial additional costs associated with the impact of Hurricanes Katrina and Rita in Gulf Coast states. These additional costs, characterized as "abnormal" under FASB ASC 330, Inventory, were recognized during the year ended July 31, 2006, and included the additional sub-hauling, payroll, equipment and facilities expenses directly related to the operating conditions created by the hurricanes. In the event that we were to again experience extremely adverse weather or other anomalous conditions that result in an abnormally high number of salvage vehicles in one or more of our markets, those conditions could have an adverse effect on our future operating results.
Macroeconomic factors such as high fuel prices, declines in commodity prices, and declines in used car prices may have an adverse effect on our revenues and operating results as well as our earnings growth rates.
Macroeconomic factors that affect oil prices and the automobile and commodity markets can have adverse effects on our revenues, revenue growth rates (if any), and operating results. Significant increases in the cost of fuel could lead to a reduction in miles driven per car and a reduction in accident rates. A material reduction in accident rates could have a material impact on revenue growth. In addition, under our percentage incentive program contracts, or PIP, the cost of towing the vehicle to one of our facilities is included in the PIP fee. We may incur increased fees, which we may not be able to pass on to our vehicle sellers. A material increase in tow rates could have a material impact on our operating results. Volatility in fuel, commodity, and used car prices could have a material adverse effect on our revenues and revenue growth rates in future periods.
The salvage vehicle sales industry is highly competitive and we may not be able to compete successfully.
We face significant competition for the supply of salvage vehicles and for the buyers of those vehicles. We believe our principal competitors include other auction and vehicle remarketing service companies with whom we compete directly in obtaining vehicles from insurance companies and other sellers, and large vehicle dismantlers, who may buy salvage vehicles directly from insurance companies, bypassing the salvage sales process. Many of the insurance companies have established relationships with competitive remarketing companies and large dismantlers. Certain of our competitors may have greater financial resources than us. Due to the limited number of vehicle sellers, particularly in the UK, the absence of long-term contractual commitments between us and our sellers and the increasingly competitive market environment, there can be no assurance that our competitors will not gain market share at our expense.
We may also encounter significant competition for local, regional and national supply agreements with vehicle sellers. There can be no assurance that the existence of other local, regional or national contracts entered into by our competitors will not have a material adverse effect on our business or our expansion plans. Furthermore, we are likely to face competition from major competitors in the acquisition of vehicle storage facilities, which could significantly increase the cost of such acquisitions and thereby materially impede our expansion objectives or have a material adverse effect on our results of operations. These potential new competitors may include consolidators of automobile dismantling businesses, organized salvage vehicle buying groups, automobile manufacturers, automobile auctioneers and software companies. While most vehicle sellers have abandoned
30
or reduced efforts to sell salvage vehicles directly without the use of service providers such as us, there can be no assurance that this trend will continue, which could adversely affect our market share, results of operations and financial condition. Additionally, existing or new competitors may be significantly larger and have greater financial and marketing resources than us; therefore, there can be no assurance that we will be able to compete successfully in the future.
Government regulation of the salvage vehicle sales industry may impair our operations, increase our costs of doing business and create potential liability.
Participants in the salvage vehicle sales industry are subject to, and may be required to expend funds to ensure compliance with a variety of governmental, regulatory and administrative rules, regulations, land use ordinances, licensure requirements and procedures, including those governing vehicle registration, the environment, zoning and land use. Failure to comply with present or future regulations or changes in interpretations of existing regulations may result in impairment of our operations and the imposition of penalties and other liabilities. At various times, we may be involved in disputes with local governmental officials regarding the development and/or operation of our business facilities. We believe that we are in compliance in all material respects with applicable regulatory requirements. We may be subject to similar types of regulations by federal, national, international, provincial, state, and local governmental agencies in new markets. In addition, new regulatory requirements or changes in existing requirements may delay or increase the cost of opening new facilities, may limit our base of salvage vehicle buyers and may decrease demand for our vehicles.
Changes in laws affecting the importation of salvage vehicles may have an adverse effect on our business and financial condition.
Our Internet-based auction-style model has allowed us to offer our products and services to international markets and has increased our international buyer base. As a result, foreign importers of salvage vehicles now represent a significant part of our total buyer base. Changes in laws and regulations that restrict the importation of salvage vehicles into foreign countries may reduce the demand for salvage vehicles and impact our ability to maintain or increase our international buyer base. For example, in March 2008, a decree issued by the president of Mexico became effective that placed restrictions on the types of vehicles that can be imported into Mexico from the United States. The adoption of similar laws or regulations in other jurisdictions that have the effect of reducing or curtailing our activities abroad could have a material adverse effect on our consolidated results of operations and financial condition by reducing the demand for our products and services.
The operation of our storage facilities poses certain environmental risks, which could adversely affect our consolidated financial position, results of operations or cash flows.
Our operations are subject to federal, state, national, provincial and local laws and regulations regarding the protection of the environment in the countries which we have storage facilities. In the salvage vehicle remarketing industry, large numbers of wrecked vehicles are stored at storage facilities and, during that time, spills of fuel, motor oil and other fluids may occur, resulting in soil, surface water or groundwater contamination. In addition, certain of our facilities generate and/or store petroleum products and other hazardous materials, including waste solvents and used oil. In the UK, we provide vehicle de-pollution and crushing services for End-of-Life program vehicles. We could incur substantial expenditures for preventative, investigative or remedial action and could be exposed to liability arising from our operations, contamination by previous users of certain of our acquired facilities, or the disposal of our waste at off-site locations. Environmental laws and regulations could become more stringent over time and there can be no assurance that we or our operations will not be subject to significant costs in the future. Although we have obtained indemnification for pre-existing environmental liabilities from many of the persons and entities from whom we have acquired facilities, there can be no assurance that such indemnifications will be adequate. Any such expenditures or liabilities could have a material adverse effect on our consolidated results of operations and financial condition.
Volatility in the capital and credit markets may negatively affect our business, operating results, or financial condition.
The capital and credit markets have experienced extreme volatility and disruption, which has led to an economic downturn in the US and abroad. As a result of the economic downturn, the number of miles driven may decrease, which may lead to fewer accident claims, a reduction of vehicle repairs, and fewer salvage vehicles. Adverse credit conditions may also affect the ability of members to secure financing to purchase salvaged vehicles which may adversely affect demand. In addition if the banking system or the financial markets deteriorate or remain volatile our credit facility may be affected.
If we determine that our goodwill has become impaired, we could incur significant charges that would have a material adverse effect on our consolidated results of operations.
31
Goodwill represents the excess of cost over the fair market value of assets acquired in business combinations. In recent periods, the amount of goodwill on our balance sheet has increased substantially, principally as a result of a series of acquisitions we have made in the UK since 2007. As of October 31, 2011, the amount of goodwill on our balance sheet subject to future impairment testing was $197.1 million.
Pursuant to FASB ASC 350, Intangibles-Goodwill and Other, we are required to annually test goodwill and intangible assets with indefinite lives to determine if impairment has occurred. Additionally, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. The testing of goodwill and other intangible assets for impairment requires us to make significant estimates about our future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in the definition of a business segment in which we operate, changes in economic, industry or market conditions, changes in business operations, changes in competition or potential changes in the share price of our common stock and market capitalization. Changes in these factors, or changes in actual performance compared with estimates of our future performance, could affect the fair value of goodwill or other intangible assets, which may result in an impairment charge. For example, continued deterioration in worldwide economic conditions could affect these assumptions and lead us to determine that a goodwill impairment is required with respect to our acquisitions in the UK. We cannot accurately predict the amount or timing of any impairment of assets. Should the value of our goodwill or other intangible assets become impaired, it could have a material adverse effect on our operating results and could result in our incurring net losses in future periods.
An adverse outcome of a pending Georgia sales tax audit could have a material adverse effect on our results of operations and financial condition.
The Georgia Department of Revenue, or DOR, recently conducted a sales and use tax audit of our operations in Georgia for the period from January 1, 2007 through June 30, 2011. As a result of the audit, the DOR issued a notice of proposed assessment for uncollected sales taxes in which it asserted that we failed to remit sales taxes totaling $73.8 million, including penalties and interest. In issuing the notice of proposed assessment, the DOR stated its policy position that sales for resale to non-U.S. registered resellers are subject to Georgia sales and use tax.
We have engaged a Georgia law firm and outside tax advisors to review the conduct of our business operations in Georgia, the notice of assessment, and the DOR's policy position. In particular, our outside legal counsel has provided us with an opinion that our sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax. In rendering its opinion, our counsel noted that non-U.S. registered resellers are unable to comply strictly with technical requirements for a Georgia certificate of exemption but concluded that our sales for resale to non-U.S. registered resellers should not be subject to Georgia sales and use tax notwithstanding this technical inability to comply.
Based on the opinion from our outside law firm and advice from outside tax advisors, we have not provided for the payment of this assessment in our condensed consolidated financial statements. We believe we have strong defenses to the DOR's notice of proposed assessment and intend to defend this matter. We have filed a request for protest or administrative appeal with the State of Georgia. There can be no assurance, however, that this matter will be resolved in our favor or that we will not ultimately be required to make a substantial payment to the Georgia DOR. We understand that Georgia law and DOR regulations are ambiguous on many of the points at issue in the audit, and litigating and defending the matter in Georgia could be expensive and time-consuming and result in substantial management distraction. If the matter were to be resolved in a manner adverse to Copart, it could have a material adverse effect on our results of operations and condensed consolidated financial statements.
New accounting pronouncements or new interpretations of existing standards could require us to make adjustments to accounting policies that could adversely affect the consolidated financial statements.
The Financial Accounting Standards Board, the Public Company Accounting Oversight Board, and the SEC, from time to time issue new pronouncements or new interpretations of existing accounting standards that require changes to our accounting policies and procedures. To date, we do not believe any new pronouncements or interpretations have had a material adverse effect on our financial condition or results of operations, but future pronouncements or interpretations could require a change or changes in our policies or procedures.
Fluctuations in foreign currency exchange rates could result in declines in our reported revenues and earnings.
Our reported revenues and earnings are subject to fluctuations in currency exchange rates. We do not engage in foreign currency hedging arrangements and, consequently, foreign currency fluctuations may adversely affect our revenues and earnings. Should we choose to engage in hedging activities in the future we cannot be assured our hedges will be effective or
32
that the costs of the hedges will exceed their benefits. Fluctuations in the rate of exchange between the US dollar and foreign currencies, primarily the British pound and Canadian dollar, could adversely affect our financial results.
Fluctuations in the US unemployment rates could result in declines in revenue from processing insurance cars.
Increases in unemployment may lead to an increase in the number of uninsured motorists. Uninsured motorists are responsible for disposition of their vehicle if involved in an accident. Disposition generally is either the repair or disposal of the vehicle. In the situation where the owner of the wrecked vehicle, and not an insurance company, is responsible for its disposition, we believe it is more likely that vehicle will be repaired or, if disposed, disposed through channels other than us.
If the interest rate swap entered into in connection with our credit facility proves ineffective, it could result in volatility in our operating results, including potential losses, which could have a material adverse effect on our results of operations and cash flows.
We entered into an interest rate swap to exchange our variable interest rate payment commitments for fixed interest rate payments on $375 million, the notional amount, of the Term Loan balance which, at October 31, 2011 totaled $500 million. The notional amount of the derivative transaction amortizes $12.5 million per quarter until September 30, 2015 and $175 million on December 14, 2015. The swap agreement fixed our interest rate with respect to the notional amount of our Term Loan, at 85 basis points plus the Applicable Rate as outlined in our Credit Facility Agreement. The Applicable Rate can fluctuate between 1.5% and 2.0% depending on our consolidated net leverage ratio (as defined in the Credit Facility) and, at October 31, 2011 was 1.75%.
We recorded the swap at fair value, and it is currently designated as an effective cash flow hedge under ASC 815, Derivatives and Hedging. Each quarter, we will measure hedge effectiveness using the "hypothetical derivative method" and record in earnings any gains or losses resulting from hedge ineffectiveness. The hedge provided by our swap could prove to be ineffective for a number of reasons, including early retirement the Term Loan, as is allowed under the Credit Facility, or in the event the counterparty to the interest rate swap is determined in the future to be uncreditworthy. Any determination that the hedge created by the swap is ineffective could have a material adverse effect on our results of operations and cash flows and result in volatility in our operating results. In addition, any changes in relevant accounting standards relating to the swap, especially ASC 815, Derivatives and Hedging, could materially increase earnings volatility.
33
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth information concerning the number of shares of our common stock purchased by us during the three months ended October 31, 2011.
34
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
None.
ITEM 6. EXHIBITS
| Exhibit Number |
Description |
Incorporated by |
Incorporated by Reference From Exhibit Number |
Date Filed |
||||||||||||||||||||||
| 31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer | Filed herewith | ||||||||||||||||||||||||
| 31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer | Filed herewith | ||||||||||||||||||||||||
| 32.1(1) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer | Furnished herewith | ||||||||||||||||||||||||
| 32.2(1) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer | Furnished herewith | ||||||||||||||||||||||||
| 101(2) | The following materials from Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2011, formatted in eXtensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at October 31, 2011 and July 31, 2011, (ii) Condensed Consolidated Statements of Operations for the Three Months Ended October 31, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2011 and 2010, and (iv) Notes to Condensed Consolidated Financial Statements. | Furnished herewith | ||||||||||||||||||||||||
| (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-Q 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. |
35
| (2) | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
36
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 thereunto duly authorized.
| COPART, INC. | |||||
| /s/ William E. Franklin | |||||
| William E. Franklin, Senior Vice President and Chief | |||||
| Financial Officer (duly authorized officer and principal | |||||
| financial and accounting officer) | |||||
| Date: December 12, 2011 |
37
EXHIBIT LIST
| Exhibit Number |
Description |
Incorporated by |
Incorporated by Reference From Exhibit Number |
Date Filed |
||||||||||||||||||||||
| 31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer | Filed herewith | ||||||||||||||||||||||||
| 31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer | Filed herewith | ||||||||||||||||||||||||
| 32.1(1) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer | Furnished herewith | ||||||||||||||||||||||||
| 32.2(1) | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer | Furnished herewith | ||||||||||||||||||||||||
| 101(2) | The following materials from Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2011, formatted in eXtensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at October 31, 2011 and July 31, 2011, (ii) Condensed Consolidated Statements of Operations for the Three Months Ended October 31, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2011 and 2010, and (iv) Notes to Condensed Consolidated Financial Statements. | Furnished herewith | ||||||||||||||||||||||||
| (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-Q 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. |
| (2) | XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
38