cprt-20230220
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
February 20, 2023
Date of Report (date of earliest event reported)
COPART, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-23255
94-2867490
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
14185 Dallas ParkwaySuite 300
Dallas
Texas
75254
(Address of principal executive offices, including zip code)
(972) 391-5000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001CPRTThe NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




INFORMATION INCLUDED IN THIS REPORT
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition
The following information and the exhibit attached hereto as Exhibit 99.1 are intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing, except as shall be expressly set forth by specific reference in such filing.
On February 20, 2023, Copart, Inc. issued a press release announcing its financial results for the second quarter of fiscal year 2023, which ended January 31, 2023. The full text of the press release is furnished herewith as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit
Number		Description
Press release, dated February 20, 2023 of Copart, Inc. announcing its financial results for the second quarter of fiscal year 2023, which ended January 31, 2023.
104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:     February 21, 2023                 COPART, INC.
By: /s/ LEAH STEARNS
Leah Stearns, Chief Financial Officer
(Principal Financial and Accounting Officer and duly Authorized Officer)



INDEX TO EXHIBITS
Exhibit
Number		Description
Press release, dated February 20, 2023 of Copart, Inc. announcing its financial results for the second quarter of fiscal year 2023, which ended January 31, 2023.
104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).


Document

Exhibit 99.1
Copart, Inc.
For Immediate Release
Copart Reports Second Quarter Fiscal 2023 Financial Results
Dallas, Texas February 20, 2023 — Copart, Inc. (NASDAQ: CPRT) today reported financial results for the quarter ended January 31, 2023.
For the three months ended January 31, 2023, revenue, gross profit, and net income were $956.7 million, $426.5 million, and $293.7 million, respectively. These represent an increase in revenue of $89.3 million, or 10.3%; an increase in gross profit of $23.2 million, or 5.7%; and an increase in net income of $6.3 million, or 2.2%, respectively, from the same period last year. Fully diluted earnings per share for the three months were $0.61 compared to $0.60 last year, an increase of 1.7%.
For the six months ended January 31, 2023, revenue, gross profit, and net income were $1,850.1 million, $796.0 million, and $539.5 million, respectively. These represent an increase in revenue of $172.5 million, or 10.3%; an increase in gross profit of $7.6 million, or 1.0%; and a decrease in net income of $8.3 million, or (1.5)%, respectively, from the same period last year. Fully diluted earnings per share for the six months were $1.12 compared to $1.14 last year, a decrease of (1.8)%.
Excluding the impact of certain discrete income tax items and certain income tax benefits related to stock-based compensation, non-GAAP fully diluted earnings per share for the three months ended January 31, 2023 and 2022 were $0.61, and $0.55, respectively, which was an increase of 10.9%. Excluding the impact of certain discrete income tax items and certain income tax benefits related to stock-based compensation, non-GAAP fully diluted earnings per share for the six months ended January 31, 2023 and 2022, were $1.12, and $1.08, respectively, which was an increase of 3.7%. A reconciliation of non-GAAP financial measures to the most directly comparable financial measures computed in accordance with U.S. generally accepted accounting principles (GAAP) can be found in the tables attached to this press release.
On Tuesday, February 21, 2023, at 11 a.m. Eastern Time, Copart will conduct a conference call to discuss the results for the quarter. The call will be webcast live and can be accessed via hyperlink at www.copart.com/investorrelations. A replay of the call will be available through May 2023 by visiting www.copart.com/investorrelations.
About Copart
Copart, Inc., founded in 1982, is a global leader in online vehicle auctions. Copart’s innovative technology and online auction platform links sellers to more than 750,000 members in over 190 countries. Copart offers services to process and sell vehicles to dealers, dismantlers, rebuilders, exporters, and to the general public. Copart sells vehicles on behalf of insurance companies, banks, finance companies, charities, fleet operators, dealers, vehicle rental companies, and individuals. With operations at over 200 locations in 11 countries, Copart has more than 250,000 vehicles available online every day. Copart currently operates in the United States (Copart.com), Canada (Copart.ca), the United Kingdom (Copart.co.uk), Brazil (Copart.com.br), the Republic of Ireland (Copart.ie), Germany (Copart.de), Finland (Copart.fi), the United Arab Emirates, Oman and Bahrain (Copartmea.com), and Spain (Copart.es). For more information, or to become a Member, visit Copart.com/Register.
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Copart, Inc. ~ 14185 Dallas Parkway, Suite 300, Dallas TX 75254 ~ (972) 391-5000

Copart, Inc.
Use of Non-GAAP Financial Measures
Included in this release are certain non-GAAP financial measures, including non-GAAP net income per diluted share, which exclude the impact of certain discrete income tax items and certain income tax benefits related to stock-based compensation. These non-GAAP financial measures do not represent alternative financial measures under GAAP. In addition, these non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Furthermore, these non-GAAP financial measures do not reflect a comprehensive view of Copart’s operations in accordance with GAAP and should only be read in conjunction with the corresponding GAAP financial measures. This information constitutes non-GAAP financial measures within the meaning of Regulation G adopted by the U.S. Securities and Exchange Commission. Accordingly, Copart has presented herein, and will present in other information it publishes that contains these non-GAAP financial measures, a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
Copart believes the presentation of non-GAAP net income per diluted share included in this release in conjunction with the corresponding GAAP financial measures provides meaningful information for investors, analysts and management in assessing Copart’s business trends and financial performance.
Cautionary Note About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to substantial risks and uncertainties. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected or implied by our statements and comments. For a more complete discussion of the risks that could affect our business, please review the “Management’s Discussion and Analysis” and the other risks identified in Copart’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission. We encourage investors to review these disclosures carefully. We do not undertake to update any forward-looking statement that may be made from time to time on our behalf.
Contact:Brooke Boston, Executive Assistant, Office of the Chief Financial Officer
brooke.boston@copart.com


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

Copart, Inc.
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended 
January 31,		Six Months Ended 
January 31,
20232022% Change20232022% Change
Service revenues and vehicle sales:
Service revenues$789,797 $711,090 11.1 %$1,516,637 $1,378,908 10.0 %
Vehicle sales166,927 156,370 6.8 %333,459 298,684 11.6 %
Total service revenues and vehicle sales
956,724 867,460 10.3 %1,850,096 1,677,592 10.3 %
Operating expenses:   
Yard operations340,085 294,098 15.6 %677,057 565,374 19.8 %
Cost of vehicle sales154,727 140,304 10.3 %305,839 266,712 14.7 %
Yard depreciation and amortization34,070 28,301 20.4 %68,430 54,738 25.0 %
Yard stock-based compensation1,342 1,415 (5.2)%2,787 2,396 16.3 %
Gross profit
426,500 403,342 5.7 %795,983 788,372 1.0 %
General and administrative47,842 42,754 11.9 %92,377 83,869 10.1 %
General and administrative depreciation and amortization4,344 5,013 (13.3)%9,042 10,336 (12.5)%
General and administrative stock-based compensation8,789 8,247 6.6 %17,536 16,718 4.9 %
Total operating expenses
591,199 520,132 13.7 %1,173,068 1,000,143 17.3 %
Operating income
365,525 347,328 5.2 %677,028 677,449 (0.1)%
Other expense:   
Interest income (expense), net14,480 (4,433)(426.6)%18,902 (9,540)(298.1)%
Other expense, net(2,902)(840)245.5 %(5,724)(28)20342.9 %
Total other income (expense)11,578 (5,273)(319.6)%13,178 (9,568)237.7 %
Income before income taxes377,103 342,055 10.2 %690,206 667,881 3.3 %
Income tax expense83,426 54,643 52.7 %150,681 120,106 25.5 %
Net income$293,677 $287,412 2.2 %$539,525 $547,775 (1.5)%
Basic net income per common share$0.62 $0.61 1.6 %$1.13 $1.15 (1.7)%
Weighted average common shares outstanding476,376 474,372 0.4 %476,237 474,334 0.4 %
Diluted net income per common share$0.61 $0.60 1.7 %$1.12 $1.14 (1.8)%
Diluted weighted average common shares outstanding482,536 482,374 — %482,238 482,488 (0.1)%

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

Copart, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
January 31, 2023July 31, 2022
ASSETS
Current assets:
Cash, cash equivalents, and restricted cash$1,660,952 $1,384,236 
Accounts receivable, net765,192 578,573 
Vehicle pooling costs133,598 112,242 
Inventories52,071 58,791 
Income taxes receivable436 49,882 
Prepaid expenses and other assets26,532 18,731 
Total current assets2,638,781 2,202,455 
Property and equipment, net2,656,273 2,485,764 
Operating lease right-of-use assets106,656 116,303 
Intangibles, net51,186 54,680 
Goodwill404,046 401,954 
Other assets75,466 47,708 
Total assets$5,932,408 $5,308,864 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities$439,271 $399,034 
Deferred revenue23,796 20,061 
Income taxes payable3,820 — 
Current portion of operating and finance lease liabilities20,736 21,794 
Total current liabilities487,623 440,889 
Deferred income taxes76,471 80,060 
Income taxes payable65,322 64,637 
Operating and finance lease liabilities, net of current portion87,394 95,683 
Long-term debt and other liabilities1,946 1,996 
Total liabilities718,756 683,265 
Commitments and contingencies
Stockholders' equity:
Preferred stock— — 
Common stock48 48 
Additional paid-in capital875,009 838,508 
Accumulated other comprehensive loss(156,507)(169,365)
Retained earnings4,495,102 3,956,408 
Total stockholders' equity5,213,652 4,625,599 
Total liabilities and stockholders' equity$5,932,408 $5,308,864 


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

Copart, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended January 31,
20232022
Cash flows from operating activities:
Net income$539,525 $547,775 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including debt cost78,094 65,627 
Allowance for credit loss2,133 1,695 
Equity in losses of unconsolidated affiliates4,030 685 
Stock-based compensation20,323 19,114 
Gain on sale of property and equipment(748)(755)
Deferred income taxes(3,309)6,003 
Changes in operating assets and liabilities:
Accounts receivable(186,559)(152,763)
Vehicle pooling costs(21,268)(29,623)
Inventories8,001 (8,589)
Prepaid expenses, other current and non-current assets(29,176)(19,889)
Operating lease right-of-use assets and lease liabilities414 657 
Accounts payable, accrued liabilities and other liabilities27,619 10,741 
Deferred revenue3,709 (309)
Income taxes receivable49,430 4,577 
Income taxes payable7,615 1,655 
Other liabilities— (53)
Net cash provided by operating activities499,833 446,548 
Cash flows from investing activities:
Purchases of property and equipment(256,719)(156,200)
Purchase of assets in connection with acquisitions— (469)
Proceeds from sale of property and equipment16,343 1,252 
Purchase of held to maturity securities— (374,866)
Investment in unconsolidated affiliate(1,993)— 
Net cash used in investing activities(242,369)(530,283)
Cash flows from financing activities:
Proceeds from the exercise of stock options10,815 11,985 
Proceeds from the issuance of Employee Stock Purchase Plan shares5,363 5,022 
Payments for employee stock-based tax withholdings(831)(599)
Payments of finance lease obligations(13)(314)
Net cash provided by financing activities15,334 16,094 
Effect of foreign currency translation3,918 (8,968)
Net increase (decrease) in cash, cash equivalents, and restricted cash276,716 (76,609)
Cash, cash equivalents, and restricted cash at beginning of period1,384,236 1,048,260 
Cash, cash equivalents, and restricted cash at end of period$1,660,952 $971,651 
Supplemental disclosure of cash flow information:
Interest paid$706 $9,311 
Income taxes paid, net of refunds$98,324 $128,972 



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

Copart, Inc.
Additional Financial Information
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)

Three Months Ended 
January 31,		Six Months Ended 
January 31,
2023202220232022
GAAP net income$293,677 $287,412 $539,525 $547,775 
Effect of certain discrete income tax items— (17,490)— (17,490)
Effect of recognizing tax benefit on exercise of stock-based compensation(115)(3,965)(740)(6,952)
Non-GAAP net income$293,562 $265,957 $538,785 $523,333 
GAAP net income per diluted common share$0.61 $0.60 $1.12 $1.14 
Non-GAAP net income per diluted common share$0.61 $0.55 $1.12 $1.08 


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