WASHINGTON, D.C. 20549
(Mark One)
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 2003 |
OR
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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)
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California |
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94-2867490 |
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(State or other jurisdiction |
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(I.R.S. Employer |
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4665 Business Center Drive, Fairfield, CA 94534 |
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(Address of principal executive offices with zip code) |
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Registrant’s telephone number, including area code: (707) 639-5000 |
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N/A |
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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 ý NO o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES ý NO o
Number of shares of Common Stock outstanding as of June 13, 2003: 89,785,821
Copart, Inc. and Subsidiaries
April 30, 2003
2
Copart, Inc. and Subsidiaries
(Unaudited)
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April 30, |
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July 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
110,897,400 |
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$ |
132,690,000 |
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Accounts receivable, net |
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68,079,400 |
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64,071,900 |
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Vehicle pooling costs |
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21,844,000 |
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20,014,500 |
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Prepaid expenses and other assets |
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11,354,600 |
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9,216,000 |
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Total current assets |
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212,175,400 |
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225,992,400 |
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Property and equipment, net |
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242,424,200 |
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197,768,700 |
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Intangibles and other assets, net |
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8,274,600 |
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9,166,400 |
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Goodwill |
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108,704,400 |
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102,920,100 |
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Total assets |
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$ |
571,578,600 |
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$ |
535,847,600 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
174,300 |
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$ |
324,500 |
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Accounts payable and accrued liabilities |
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35,106,300 |
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31,893,400 |
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Deferred revenue |
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8,957,600 |
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8,352,000 |
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Income taxes payable |
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3,761,300 |
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2,632,000 |
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Deferred income taxes |
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5,775,600 |
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3,646,500 |
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Other current liabilities |
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174,100 |
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198,000 |
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Total current liabilities |
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53,949,200 |
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47,046,400 |
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Deferred income taxes |
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4,818,200 |
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1,063,100 |
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Long-term debt, less current portion |
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17,900 |
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84,700 |
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Other liabilities |
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1,400,500 |
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1,436,400 |
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Total liabilities |
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60,185,800 |
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49,630,600 |
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Commitments and contingencies |
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Shareholders’ equity: |
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Common stock, no par value - 180,000,000 shares authorized; 89,772,821 and 92,239,859 shares issued and outstanding at April 30, 2003 and July 31, 2002, respectively |
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269,057,400 |
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287,767,400 |
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Retained earnings |
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242,335,400 |
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198,449,600 |
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Total shareholders’ equity |
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511,392,800 |
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486,217,000 |
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Total liabilities and shareholders’ equity |
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$ |
571,578,600 |
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$ |
535,847,600 |
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See accompanying notes to consolidated financial statements.
3
Copart, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
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Three months ended April 30, |
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Nine months ended April 30, |
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2003 |
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2002 |
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2003 |
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2002 |
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Revenues |
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$ |
93,928,700 |
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$ |
90,158,100 |
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$ |
260,207,000 |
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$ |
233,823,100 |
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Operating costs and expenses: |
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Yard and fleet |
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55,012,300 |
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53,013,700 |
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151,088,600 |
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139,378,000 |
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General and administrative |
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7,909,400 |
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6,892,300 |
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20,983,200 |
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17,409,600 |
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Depreciation and amortization |
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6,398,300 |
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4,241,000 |
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18,392,300 |
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11,401,400 |
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Total operating expenses |
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69,320,000 |
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64,147,000 |
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190,464,100 |
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168,189,000 |
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Operating income |
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24,608,700 |
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26,011,100 |
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69,742,900 |
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65,634,100 |
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Other income (expense): |
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Interest expense |
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(4,500 |
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(9,300 |
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(17,600 |
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(31,800 |
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Interest income |
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339,500 |
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493,800 |
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1,289,400 |
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1,249,600 |
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Other income |
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537,100 |
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496,900 |
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1,289,200 |
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1,301,400 |
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Total other income |
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872,100 |
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981,400 |
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2,561,000 |
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2,519,200 |
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Income before income taxes |
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25,480,800 |
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26,992,500 |
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72,303,900 |
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68,153,300 |
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Income taxes |
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10,058,000 |
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10,392,100 |
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28,418,100 |
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26,299,300 |
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Net income |
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$ |
15,422,800 |
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$ |
16,600,400 |
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$ |
43,885,800 |
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$ |
41,854,000 |
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Basic net income per share |
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$ |
.17 |
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$ |
.18 |
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$ |
.48 |
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$ |
.48 |
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Weighted average shares outstanding |
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91,195,100 |
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90,830,500 |
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91,944,800 |
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87,660,800 |
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Diluted net income per share |
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$ |
.17 |
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$ |
.18 |
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$ |
.47 |
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$ |
.46 |
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Weighted average shares and dilutive potential common shares outstanding |
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92,599,500 |
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93,515,800 |
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93,586,000 |
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90,229,000 |
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See accompanying notes to consolidated financial statements.
4
Copart, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
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Nine months ended April 30, |
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2003 |
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2002 |
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Cash flows from operating activities: |
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Net income |
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$ |
43,885,800 |
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$ |
41,854,000 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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18,392,300 |
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11,401,400 |
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Deferred rent |
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(35,900 |
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25,700 |
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Gain on sale of property and equipment |
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(187,900 |
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(477,000 |
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Deferred income taxes |
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5,884,200 |
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993,900 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(3,730,400 |
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1,259,800 |
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Vehicle pooling costs |
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(1,795,200 |
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437,700 |
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Prepaid expenses and other assets |
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(2,138,600 |
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(3,011,300 |
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Accounts payable and accrued liabilities |
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3,188,900 |
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7,219,000 |
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Deferred revenue |
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605,600 |
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(249,100 |
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Income taxes |
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1,129,300 |
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3,499,500 |
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Net cash provided by operating activities |
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65,198,100 |
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62,953,600 |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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(61,914,800 |
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(63,324,700 |
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Proceeds from sale of property and equipment |
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674,400 |
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1,085,800 |
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Purchase of net current assets in connection with acquisitions |
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(283,600 |
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(479,900 |
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Purchase of property and equipment in connection with acquisitions |
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(301,100 |
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(135,000 |
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Purchase of goodwill and intangible assets in connection with acquisitions |
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(6,210,900 |
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(1,522,500 |
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Other intangible asset additions |
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— |
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(300,000 |
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Net cash used in investing activities |
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(68,036,000 |
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(64,676,300 |
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Cash flows from financing activities: |
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Proceeds from the issuance of common stock, net of offering costs |
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— |
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126,068,600 |
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Proceeds from the exercise of stock options |
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1,737,300 |
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3,860,000 |
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Proceeds from the issuance of Employee Stock Purchase Plan shares |
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— |
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794,900 |
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Repurchases of common stock |
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(20,447,300 |
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— |
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Payments on long-term debt |
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(244,700 |
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(225,200 |
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Net cash (used in) provided by financing activities |
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(18,954,700 |
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130,498,300 |
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Net (decrease) increase in cash and cash equivalents |
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(21,792,600 |
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128,775,600 |
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Cash and cash equivalents at beginning of period |
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132,690,000 |
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15,245,200 |
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Cash and cash equivalents at end of period |
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$ |
110,897,400 |
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$ |
144,020,800 |
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Supplemental disclosure of cash flow information: |
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Interest paid |
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$ |
17,600 |
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$ |
31,800 |
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Income taxes paid |
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$ |
21,066,371 |
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$ |
19,142,100 |
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Noncash investing and financing activities: |
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Value of common stock issued for acquisitions and land purchases |
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$ |
— |
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$ |
10,936,800 |
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See accompanying notes to consolidated financial statements.
5
Copart, Inc. and Subsidiaries
April 30, 2003
(Unaudited)
NOTE 1 – General:
In the opinion of the management of Copart, Inc. (the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the financial information included therein. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2002 filed with the Securities and Exchange Commission. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
NOTE 2 - 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:
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Three months ended April 30, |
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Nine months ended April 30, |
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2003 |
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2002 |
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2003 |
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2002 |
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Basic weighted average shares outstanding |
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91,195,100 |
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90,830,500 |
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91,944,800 |
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87,660,800 |
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Effect of dilutive securities - stock options |
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1,404,400 |
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2,685,300 |
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1,641,200 |
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2,568,200 |
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Diluted weighted average shares outstanding |
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92,599,500 |
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93,515,800 |
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93,586,000 |
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90,229,000 |
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Options to purchase 2,951,649 and 129,000 shares of common stock at a weighted average price of $13.65 and $21.40 per share were outstanding during the quarter ended April 30, 2003 and 2002, respectively, and options to purchase 2,930,399 and 84,000 shares of common stock at a weighted average price of $13.68 and $22.37 were outstanding during the first nine months ended April 30, 2003 and 2002, respectively, but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares.
NOTE 3 – Goodwill and Intangible Assets
The following table sets forth intangible assets by major asset class as of:
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April 30, 2003 |
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July 31, 2002 |
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Amortized intangibles: |
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Covenants not to compete |
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$ |
11,287,700 |
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$ |
10,861,000 |
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Accumulated amortization |
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(6,468,400 |
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(5,150,300 |
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Net intangibles |
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$ |
4,819,300 |
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$ |
5,710,700 |
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6
Aggregate amortization expense on intangible assets was approximately $435,400 and $396,400 for the three months and approximately $1,318,500 and $1,201,600 for the nine months ended April 30, 2003 and 2002, respectively. The average life of the covenants not to compete is approximately five years. Estimated amortization expense for each of the five succeeding fiscal years is as follows:
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2003 (three months remaining) |
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$ |
415,200 |
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2004 |
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1,641,600 |
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2005 |
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1,232,600 |
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2006 |
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787,700 |
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2007 |
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535,700 |
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Thereafter |
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206,500 |
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The change in the carrying amount of goodwill is as follows:
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Balance as of August 1, 2001 |
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$ |
82,753,400 |
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Goodwill acquired during the period |
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20,166,700 |
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Impairment adjustment |
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— |
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Balance as of August 1, 2002 |
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$ |
102,920,100 |
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Goodwill acquired during the period |
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5,784,300 |
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Impairment adjustment |
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— |
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Balance as of April 30, 2003 |
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$ |
108,704,400 |
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NOTE 4 – Stock-Based Compensation:
The Company has established stock option plans to provide for the granting of stock options to employees (including officers and directors) at prices not less than the fair market value of the Company’s common stock at the date of grant. Options vest ratably over three to five years and expire in five to ten years. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. In December 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123”. This Statement amends SFAS No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements.
The following table illustrates the effect on net income and net income per share for the interim periods presented if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation. The fair value of options issued under the plans was determined at the date of grant using a Black-Scholes option pricing model with the following assumptions: no dividend yield; volatility factor of the expected market price of the Company’s stock of 34%; a forfeiture rate of 7%; a weighted-average expected life of options of three to five years; and a risk-free interest rate of 2.9% and 5.4% for 2003 and 2002, respectively. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period.
7
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Three months ended April 30, |
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Nine months ended April 30, |
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(Dollars in thousands, except per share data) |
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2003 |
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2002 |
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2003 |
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2002 |
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Net income, as reported |
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$ |
15,423 |
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$ |
16,600 |
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$ |
43,886 |
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$ |
41,854 |
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Add: Stock-based employee compensation Expense included in reported net income, net of related tax benefits |
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— |
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— |
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— |
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— |
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Deduct: Stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects |
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(555 |
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(569 |
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(1,670 |
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(1,706 |
) |
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Pro forma net income |
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$ |
14,868 |
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$ |
16,031 |
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$ |
42,216 |
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$ |
40,148 |
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Net income per share: |
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Basic – as reported |
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$ |
0.17 |
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$ |
0.18 |
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$ |
0.48 |
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$ |
0.48 |
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Basic – pro forma |
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$ |
0.16 |
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$ |
0.18 |
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$ |
0.46 |
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$ |
0.46 |
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Diluted – as reported |
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$ |
0.17 |
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$ |
0.18 |
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$ |
0.47 |
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$ |
0.46 |
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Diluted – pro forma |
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$ |
0.16 |
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$ |
0.18 |
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$ |
0.45 |
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$ |
0.44 |
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NOTE 5 – Common Stock Repurchases:
On February 20, 2003, the Company announced that its Board of Directors had authorized the Company to repurchase up to 9 million shares of its Common Stock. 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 share repurchase program. The repurchases will be made at such times and in such amounts as Copart deems appropriate and may be discontinued at any time. As of April 30th, 2003, the Company had repurchased a total of 2,695,200 shares at a weighted average price of $7.59 per share. The total number of shares currently available for repurchase under the plan is 6,304,800. The Company accounted for the repurchase of its Common Stock by charging Common Stock for $20,447,300.
NOTE 6 – Segment Reporting:
All of the Company’s facilities are aggregated into one reportable segment given the similarities of economic characteristics between the operations represented by the facilities and the common nature of the products, customers and methods of revenue generation.
8
NOTE 7 – Acquisitions and Openings:
To date in fiscal 2003, the Company has acquired facilities in or near West Mifflin, Pennsylvania; Reno, Nevada and Richmond, Virginia. The consideration paid for these acquisitions consisted of approximately $6.6 million in cash. The acquired net assets consisted of accounts and advance receivables, inventory, fixed assets, goodwill and covenants not to compete. The acquisitions were accounted for using the purchase method of accounting and the operating results subsequent to the acquisition dates are included in the Company’s consolidated statements of income. The excess of the purchase price over the fair value of the net identifiable assets acquired of $5.8 million has been recorded as goodwill. The Company estimates that the entire goodwill balance relating to these acquisitions will be deductible for tax purposes. In addition, the Company paid approximately $426,700 for covenants not to compete relating to these acquisitions, which are being amortized over five years. In conjunction with the West Mifflin, Pennsylvania, Reno, Nevada and Richmond, Virginia acquisitions, the Company entered into leases for the use of these facilities. There were no acquisitions in the third quarter of fiscal 2003.
To date in fiscal 2003, the Company has opened new vehicle auction facilities in or near Springfield, Missouri; Corpus Christi, Texas; Ft. Pierce, Florida; Rancho Cucamonga, California and Richmond, Virginia.
NOTE 8 – Employees:
As of April 30, 2003, the Company had approximately 2,778 full-time employees, of whom approximately 211 were engaged in general and administrative functions and approximately 2,567 were engaged in yard and fleet operations. The Company is not subject to any collective bargaining agreements; however, during the second quarter ending January 31, 2003, employees at one location voted to join the International Brotherhood of Teamsters Union, and the company is currently negotiating with them.
NOTE 9 – Subsequent Events:
During May 2003, the Company opened a 12-acre salvage auction facility located in Richmond, Virginia. With the addition of this location, the Company has 102 facilities in 40 states.
NOTE 10 – Recently Adopted Accounting Principles:
In August 2002, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to legal obligations associated with retirement of long-lived assets that result from the acquisition, construction, development or normal use of the asset. The adoption of this standard had no impact on the Company’s results of operations, financial position or cash flows.
In August 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, it retains many of the fundamental provisions of that Statement. The adoption of this standard had no impact on the Company’s results of operations, financial position or cash flows.
In August 2002, the Company adopted SFAS No. 145 “Recission of SFAS Nos. 4, 44 and 64, Amendment of SFAS 13, and Technical Corrections as of April 2000” (SFAS 145). SFAS No. 145 revises the criteria for classifying the extinguishment of debt as extraordinary and the accounting treatment of certain lease
9
modifications. The adoption of this standard had no impact on the Company’s results of operations, financial position or cash flows.
In January 2003, the Company adopted SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing any future restructuring costs as well as the amount recognized. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of this standard had no impact on the Company’s results of operations, financial position or cash flows.
10
ITEM 2- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 report 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 factors include those listed under the caption “Factors That May Affect Future Results” beginning on page 18 of this report and those discussed elsewhere in this report. We encourage investors to review these factors carefully.
Although we believe that, based on information currently available to Copart 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.
We process salvage vehicles principally on a consignment method, on either the Percentage Incentive Program (“PIP”) or on a fixed fee consignment basis. Using either consignment method, only the fees associated with vehicle processing are recorded in revenue.
For the three months ended April 30, 2003 and 2002, approximately 67% and 68%, respectively, and for the nine months ended April 30, 2003 and 2002, approximately 67% of the vehicles we sold were processed under PIP. We attempt to convert vehicle supplier agreements at acquired operations to PIP, which typically results in higher net returns to vehicle suppliers and higher fees to us than standard fixed fee consignment programs.
For the three months ended April 30, 2003 and 2002, approximately 33% and 32%, respectively, and for the nine months ended April 30, 2003 and 2002, approximately 33%, of the vehicles we sold were processed under fixed fee agreements.
Due to a number of factors, including the timing and size of new acquisitions, market conditions, and acceptance of PIP by vehicle suppliers, the percentage of vehicles processed under these programs in future periods may vary.
Our revenues consist of salvage fees charged to vehicle suppliers and vehicle buyers, transportation revenue and purchased vehicle revenues. Salvage fees from vehicle suppliers include fees under PIP agreements and fixed fee programs where we charge for title processing, special preparation, storage and auctioning. Salvage fees also include fees charged to vehicle buyers for purchasing vehicles, storage and annual registration. Transportation revenue includes charges to suppliers for towing vehicles under fixed fee contracts. Transportation revenue also includes towing charges assessed to buyers for delivering vehicles. Purchased vehicle revenues are comprised of the price that buyers paid at our auctions for vehicles processed that we own.
Costs attributable to yard and fleet expenses consist primarily of operating personnel (which includes yard management, clerical and yard employees), rent, contract vehicle towing, insurance, fuel, fleet maintenance and repair, and acquisition costs of salvage vehicles that we sold under Purchase Programs. Costs associated with general and administrative expenses consist primarily of executive, accounting and data processing, sales personnel, professional fees and marketing expenses.
11
The period-to-period comparability of our operating results and financial condition is substantially affected by business acquisitions and new openings made by us during such periods.
Since the beginning of fiscal 2001, we have acquired twelve vehicle auction facilities and established fourteen new facilities. All of these acquisitions have been accounted for using the purchase method of accounting. Although we anticipate that we will continue to open new facilities and acquire established facilities we expect to do so at a slower rate than experienced in prior periods.
To date in fiscal 2003, we have acquired new facilities located in or near West Mifflin, Pennsylvania; Reno, Nevada and Richmond, Virginia and opened new facilities in Springfield, Missouri; Corpus Christi, Texas; Fort Pierce, Florida; Rancho Cucamonga, California and Richmond, Virginia. In fiscal 2002, we acquired new facilities located in or near New Castle, Delaware; Savannah, Georgia; Tifton, Georgia; Charleston, West Virginia; Haslet, Texas and Greencastle, Pennsylvania and opened new facilities in or near Lyman, Maine; Tucson, Arizona; Somerville, New Jersey and Amarillo, Texas. In fiscal 2001, we acquired facilities in or near Chatham, Virginia; Shreveport, Louisiana and Mount Morris, Pennsylvania and opened new facilities in or near Harrisburg, Pennsylvania; Chicago Heights, Illinois; Martinez, California; Lawrenceburg, Kentucky and New Orleans, Louisiana. We believe that these acquisitions and openings strengthen our national coverage.
We seek to increase revenues and profitability by, among other things, (i) acquiring and developing new salvage vehicle auction facilities in key markets, (ii) pursuing national and regional vehicle supply agreements, (iii) expanding our service offerings to suppliers and buyers and (iv) developing and expanding public automobile auction facilities. In addition, we implement our pricing structure and merchandising procedures and attempt to effect cost efficiencies at each of our acquired facilities by implementing our operational procedures, integrating our management information systems and redeploying personnel, when necessary.
The preparation of 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, allowance for doubtful accounts, goodwill, income taxes and long-lived assets. We base our estimates on historical experience and on various other assumptions that we believe are 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.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:
We defer, in vehicle pooling costs, certain yard and fleet expenses of 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 certain yard and fleet expenses of the period. The primary expenses capitalized are labor, transportation, and vehicle processing. If our allocation of these costs change, then yard and fleet expenses of the current period would either increase or decrease and the opposite increase or decrease would occur in the future.
We maintain an allowance for doubtful accounts in order to provide for estimated losses resulting from disputed amounts billed to suppliers or buyers and the inability of our suppliers or buyers to make required
12
payments. If billing disputes exceed expectations and/or if the financial condition of our suppliers or buyers were to deteriorate, additional allowances may be required.
We evaluate the impairment of goodwill annually at a facility level by comparing the fair value of the reporting unit to its carrying value. Under this accounting policy we have not recognized any charges for the impairment of goodwill. Future adverse changes in market conditions or poor operating results of a facility could result in losses or an inability to recover the carrying value of the investment that may not be reflected in an investment’s current carrying value, thereby possibly requiring an impairment charge in the future.
We evaluate the realizability of our deferred tax assets on an ongoing basis. Generally accepted accounting principles require the assessment of the Company’s performance and other relevant factors when determining the need for a valuation allowance with respect to these deferred tax assets. The Company’s ability to realize deferred tax assets is dependent on its ability to generate future taxable income. Based on our historical operating earnings, we believe it is more likely than not that we will realize the benefit of the deferred tax assets recorded and, accordingly, have not established a valuation allowance. Additional timing differences, future earnings trends and/or tax strategies may occur which could warrant a need for a valuation allowance.
We are also required to estimate income tax provisions and amounts ultimately payable or recoverable in numerous jurisdictions. Such estimates involve significant interpretations of regulations and are inherently very complex. Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of any fiscal year.
We evaluate long-lived assets 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 a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the estimated undiscounted future cash flows change in the future, we may be required to reduce the carrying amount of an asset in the future.
Revenues were approximately $93.9 million during the three months ended April 30, 2003, an increase of approximately $3.8 million, or 4%, over the three months ended April 30, 2002. The increase in revenues was due primarily to new facilities (identified below), which contributed approximately $5.3 million of new revenue. This increase was offset by a decrease of $1.5 million in revenues from existing facilities. This decrease was the result of the opening of seven new facilities in close proximity to existing facilities, which derived volume from existing facilities. In February 2003, we lowered our earnings guidance for the balance of fiscal 2003. In particular, we cited lower anticipated revenue growth and increases in depreciation and amortization expenses as contributing to slower growth in earnings per share.
New facilities in or near Tucson, Arizona; Somerville, New Jersey; Haslet, Texas; Amarillo, Texas; Greencastle, Pennsylvania; West Mifflin, Pennsylvania; Reno, Nevada; Richmond, Virginia; Springfield, Missouri; Corpus Christi, Texas; Ft. Pierce, Florida and Rancho Cucamonga, California contributed approximately $5.3 million of new revenue for the three months ended April 30, 2003.
Yard and fleet expenses were approximately $55.0 million during the three months ended April 30, 2003, an increase of approximately $2.0 million, or 4%, over the three month period ended April 30, 2002. The increase in yard and fleet expenses was due principally to the cost of handling increased volume at existing operations and the costs of new facilities. Approximately $4.4 million of yard and fleet expenses was the result of the acquisition and opening of new facilities. Yard and fleet expenses from existing facilities decreased by approximately $2.4
13
million, or 5%, compared to existing facility revenue reduction of approximately $1.5 million, or 2%. Yard and fleet expenses remained unchanged at 59% of revenues during the third quarter of fiscal 2003 and fiscal 2002.
General and administrative expenses were approximately $7.9 million during the three months ended April 30, 2003, an increase of approximately $1.0 million, or 15%, over the comparable period in fiscal 2002. The increase was due primarily to an increase of approximately $0.4 million in payroll expense, $0.3 million in professional services and $0.3 million in various other general and administrative items. General and administrative expenses remained unchanged at 8% of revenues during the third quarter of fiscal 2003 and fiscal 2002.
Depreciation and amortization expense was approximately $6.4 million during the three months ended April 30, 2003, an increase of approximately $2.2 million, or 51%, over the comparable period in fiscal 2002. This increase was due primarily to depreciation and amortization of capital expenditures, covenants not to compete and acquired assets resulting from the acquisition and expansion of auction facilities. Growth in capital spending in fiscal 2003 and prior periods is expected to result in increased depreciation and amortization expense in future periods.
Operating income was approximately $24.6 million during the three months ended April 30, 2003, a decrease of approximately $1.4 million, or 5%, from the comparable period in fiscal 2002. New facilities in or near Tucson, Arizona; Somerville, New Jersey; Haslet, Texas; Amarillo, Texas; Greencastle, Pennsylvania; West Mifflin, Pennsylvania; Reno, Nevada; Richmond, Virginia; Springfield, Missouri; Corpus Christi, Texas; Ft. Pierce, Florida and Rancho Cucamonga, California produced a $0.2 million increase in operating income. Existing facilities produced a $1.6 million decrease in operating income.
Total other income was approximately $0.9 million during the three months ended April 30, 2003, a decrease of approximately $0.1 million from the three months ended April 30, 2002. Interest income decreased approximately $0.1 million due primarily to lower interest rates and a reduction in the cash balance. Proceeds from the sale of certain fixed assets decreased approximately $0.2 million due to fewer disposals in the current quarter. The decreases in interest income and disposal proceeds were offset by an increase in rental income of approximately $0.2 million.
Our effective combined federal, state and local income tax rate of 39% for the three months ended April 30, 2003 was higher than the combined rate of 38% for the three months ended April 30, 2002, due to changes in estimated state income tax rates.
Due to the foregoing factors, we realized net income of approximately $15.4 million for the three months ended April 30, 2003, compared to net income of approximately $16.6 million for the three months ended April 30, 2002.
Revenues were approximately $260.2 million during the nine months ended April 30, 2003, an increase of approximately $26.4 million, or 11%, over the nine months ended April 30, 2002. The increase was due primarily to increased volume at existing facilities, which contributed approximately $14.8 million in revenue and to new facilities (identified below), which contributed approximately $11.6 million of new revenue.
New facilities in or near Tucson, Arizona; Somerville, New Jersey; Haslet, Texas; Amarillo, Texas; Greencastle, Pennsylvania; West Mifflin, Pennsylvania; Reno, Nevada; Richmond, Virginia; Springfield, Missouri; Corpus Christi, Texas; Ft. Pierce, Florida and Rancho Cucamonga, California contributed approximately $11.6 million of new revenue for the nine months ended April 30, 2003.
Yard and fleet expenses were approximately $151.1 million during the nine months ended April 30, 2003, an increase of approximately $11.7 million, or 8%, over the nine month period ended April 30, 2002. The increase in yard and fleet expenses was due principally to the cost of handling increased volume at existing operations and the costs of new facilities. Approximately $10.2 million of the increase was the result of the acquisition and opening of new facilities. Yard and fleet expenses from existing facilities increased by approximately $1.5 million, or 1%, compared to existing facility revenue growth of $14.7 million, or 6%. Yard
14
and fleet expenses decreased to 58% of revenues during the third quarter of fiscal 2003, as compared to 60% of revenues during the same period of fiscal 2002.
General and administrative expenses were approximately $21.0 million during the nine months ended April 30, 2003, an increase of approximately $3.6 million, or 21%, over the comparable period in fiscal 2002. The increase was due primarily to an increase of approximately $1.3 million in payroll expense, $0.5 million in frame connectivity charges, $0.5 million in professional services and $1.3 million in various other general and administrative items. Due to the foregoing reasons general and administrative expenses increased to 8% of revenues during the first nine months of fiscal 2003, as compared to 7% of revenues during the same period of fiscal 2002.
Depreciation and amortization expense was approximately $18.4 million during the nine months ended April 30, 2003, an increase of approximately $7.0 million, or 61%, over the comparable period in fiscal 2002. This increase was due primarily to depreciation and amortization of capital expenditures, covenants not to compete and acquired assets resulting from the acquisition and expansion of auction facilities. As noted above, we expect the amount of depreciation and amortization expense to continue to be greater than historical expense as a result of substantial capital expenditures made in fiscal 2003 and prior periods.
Operating income was $69.7 million during the nine months ended April 30, 2003, an increase of approximately $4.1 million, or 6% over the comparable period in fiscal 2002. Existing facilities produced $4.2 million of the increase due to increased volume and buyer fees, market share gains and other factors. New facilities in or near Tucson, Arizona; Somerville, New Jersey; Haslet, Texas; Amarillo, Texas; Greencastle, Pennsylvania; West Mifflin, Pennsylvania; Reno, Nevada; Richmond, Virginia; Springfield, Missouri; Corpus Christi, Texas; Ft. Pierce, Florida and Rancho Cucamonga, California produced a $0.1 million decrease in operating income.
Total other income was approximately $2.6 million during the nine months ended April 30, 2003, an increase of approximately $0.1 million from the nine months ended April 30, 2002. Proceeds from the sale of certain fixed assets decreased approximately $0.2 million due to fewer disposals in the current year. The decrease in disposal proceeds was offset by an increase in rental income of approximately $0.2 million and $0.1 million in other income items.
Our effective combined federal, state and local income tax rate for both of the nine months ended April 30, 2003 and 2002 was approximately 39%.
Due to the foregoing factors, we realized net income of approximately $43.9 million for the nine months ended April 30, 2003, compared to net income of approximately $41.9 million for the nine months ended April 30, 2002.
We have financed our growth through cash generated from operations, debt financing, public offerings of common stock and the equity issued in conjunction with certain acquisitions. Cash and cash equivalents decreased by approximately $21.8 million from July 31, 2002 to April 30, 2003, primarily as a result of capital expenditures, cash acquisitions and repurchases under our stock repurchase program. Our liquidity and capital resources have not been materially affected by inflation. During the winter months, most of our facilities process 10% to 30% more vehicles than at other times of the year. This increased seasonal volume requires the increased use of our cash to pay out advances and handling costs of the additional business.
As of April 30, 2003, we had working capital of approximately $158.2 million, including cash and cash equivalents of approximately $110.9 million. Our primary source of cash is from the collection of sellers’ fees and reimbursable advances from the proceeds of auctioned salvage vehicles and from buyers’ fees. We believe that we are able to process, market, sell and receive payment for processed vehicles quickly.
15
We believe that our currently available cash, cash generated from operations and borrowing availability under our bank credit facilities and equipment leasing lines 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 increased by $2.2 million from the nine months ended April 30, 2002 to $65.2 million for the nine months ended April 30, 2003, reflecting our increased profitability, adjusted for depreciation and amortization and timing of routine changes in working capital items.
Investing Activities
Capital expenditures (excluding those associated with fixed assets attributable to acquisitions) were approximately $61.9 million and $63.3 million for the nine months ended April 30, 2003, and 2002, respectively. Our capital expenditures have related primarily to opening and improving facilities, acquiring yard equipment and the purchase of new corporate headquarters.
Financing Activities
Net cash provided by financing activities decreased by $149.5 million from the nine months ended April 30, 2002, due primarily to the secondary offering in the second quarter of fiscal 2002 and the repurchase of approximately $20.5 million of common stock in the third quarter of fiscal 2003.
16
The following table summarizes our significant contractual obligations and commercial commitments as of April 30, 2003:
Payments Due By Period
|
Contractual Obligations(1) |
|
Total |
|
Less than
1 |
|
1-3 years |
|
3-5 years |
|
More than
5 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Capital Leases |
|
$ |
192,200 |
|
$ |
174,300 |
|
$ |
15,000 |
|
$ |
2,900 |
|
— |
|
|
|
Operating Leases |
|
$ |
123,519,300 |
|
$ |
24,957,500 |
|
$ |
40,249,300 |
|
$ |
23,955,900 |
|
$ |
34,356,600 |
|
Amount of Commitment Expiration Per Period
|
Commercial Commitments(2) |
|
Total |
|
Less than
1 |
|
1-3 years |
|
3-5 years |
|
More than
5 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Letters of Credit |
|
$ |
6,400,000 |
|
$ |
6,400,000 |
|
— |
|
— |
|
— |
|
(1) Contractual obligations consists of long-term debt and future minimum lease payments under capital operating leases, including off-balance sheet leases, used in the normal course of business.
(2) Commercial commitments include primarily letters of credit provided for insurance programs and certain business transactions.
On February 23, 2001, we entered into a credit facility with our existing banking syndicate. The facility provided by Wells Fargo Bank, Fleet National Bank and U.S. Bank National Association consists of an unsecured revolving reducing line of credit in the amount of $100 million that matures in 2006. As of April 30, 2003, the Company had available $93.6 million under this facility, after taking into account $6.4 million of outstanding letters of credit. We are subject to customary covenants, including the following financial covenants: 1) ratio of funded debt to earnings before interest, taxes, depreciation and amortization (EBITDA); 2) profitable operation; 3) leverage ratio and 4) interest coverage ratio. The Company is in compliance with all covenants.
Share Repurchase Program
On February 20, 2003, the Company announced that its Board of Directors had authorized the Company to repurchase up to 9 million shares of its Common Stock. 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 share repurchase program. The repurchases will be made at such times and in such amounts as Copart deems appropriate and may be discontinued at any time. As of June 13th, 2003, the Company had repurchased a total of 2,695,200 shares at a weighted average price of $7.59 per share for aggregate cash proceeds (excluding transaction expenses) of $20,447,300. The total numbers of shares currently available under the repurchase plan is 6,304,800.
17
Factors That May Affect Future Results
We depend on a limited number of major suppliers of salvage vehicles. The loss of one or more of these major suppliers 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.
Historically, a limited number of vehicle suppliers have accounted for a substantial portion of our revenues. In the third quarter of fiscal 2003, vehicles supplied by our two largest suppliers accounted for approximately 13% and 8% of our revenues, respectively. Supplier arrangements are either written or oral agreements typically subject to cancellation by either party upon 30 to 90 days notice. Vehicle suppliers have terminated agreements with us in the past in particular markets, which has affected the pricing for auction 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 suppliers or that we will be able to retain our existing supply of salvage vehicles. A reduction in vehicles from a significant vehicle supplier or any material changes in the terms of an arrangement with a substantial vehicle supplier 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.
Factors such as mild weather conditions in the United States can have an adverse affect on our revenues and operating results as well as our revenue and earnings growth rates.
Mild weather conditions in the United States tend to result in a decrease in the available supply of salvage vehicles because traffic accidents decrease and fewer automobiles are damaged as a result of weather-related conditions. 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 earnings and related growth rates and could have an adverse effect on our operating results. 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 suppliers and to compete more effectively in the market, each of which is subject to the other risks and uncertainties described in these sections.
The salvage vehicle auction 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 vehicle auction companies and vehicle dismantlers, many of whom may have established relationships with vehicle suppliers and buyers and may have greater financial resources than us. Due to the limited number of vehicle suppliers, the absence of long-term contractual commitments between us and our suppliers 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 suppliers. 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 salvage vehicle auction 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 suppliers have abandoned 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
18
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.
Because the growth of our business has been due in large part to acquisitions and development of new salvage vehicle auction facilities, the rate of growth of our business and revenues may decline if we are not able to successfully complete acquisitions and development of new facilities.
We seek to increase our sales and profitability through the acquisition of other salvage vehicle auction facilities and the development of new salvage vehicle auction facilities. There can be no assurance that we will be able to:
• continue to acquire additional facilities on favorable terms;
• 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 salvage vehicle auction facilities that meet the Company’s 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 is not only dependent 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 suppliers;
• identify and acquire or lease suitable premises on competitive terms;
• secure adequate capital;
• maintain the supply of vehicles from vehicle suppliers; and
• compete successfully in the public automobile auction sector.
Our inability to control or manage these growth factors effectively could have a material adverse effect on our results of operations and financial condition.
We have limited experience in the public automobile auction business and may not be successful in our efforts to compete in this market, which may adversely affect our current growth strategy.
We have historically focused on the operation, acquisition and development of salvage vehicle auction facilities and only have limited experience in operating public automobile auction facilities. The public automobile auction market differs from the salvage vehicle auction market in that used vehicles in general working order are sold to the public. We intend to expand our public automobile auction facilities, through the acquisition of public auction sites and cannot know whether our existing salvage auction business model will translate successfully into the public automobile auction market. To the extent that we cannot successfully compete in the public automobile auction market, our growth strategy could be harmed.
19
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 availability of salvage vehicles;
• variations in vehicle accident rates;
• buyer attendance at salvage vehicle auctions;
• delays or changes in state title processing;
• changes in state or federal laws or regulations affecting 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;
• 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; and
• the availability and cost of general business insurance.
• labor costs and collective bargaining.
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.
Government regulation of the salvage vehicle auction industry may impair our operations, increase our costs of doing business and create potential liability.
Participants in the salvage vehicle auction industry are subject to, and may be required to expend funds to ensure compliance with, a variety of federal, state and local governmental, regulatory and administrative rules, regulations, 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. 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.
The operation of our auction facilities poses certain environmental risks which could adversely affect our results of operations and financial condition.
Our operations are subject to federal, state and local laws and regulations regarding the protection of the environment. In the salvage vehicle auction industry, large numbers of wrecked vehicles are stored at auction facilities and, during that time, spills of fuel, motor oil and other fluids may occur, resulting in soil, surface water or groundwater contamination. Environmental issues resulting from fuel spills, oil spillage, or similar problems are also present at our public auction facilities. In addition, certain of our facilities generate and/or store petroleum products and other hazardous materials, including waste solvents and used oil. 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
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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 results of operations and financial condition.
If we experience problems with our trucking fleet operations, our business could be harmed.
We use a fleet of trucks to pick up and deliver vehicles to and from our auction facilities. We are subject to the risks associated with providing trucking services, including inclement weather, disruptions in the transportation infrastructure, labor matters (including from time to time efforts to establish collective bargaining arrangements), availability and price of fuel and other liabilities arising from accidents to the extent we are not covered by insurance. In addition, 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.
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, approximately 26% of our common stock. 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 recently adopted 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 Chief Executive Officer, and A. Jayson Adair, 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.
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal exposure to financial market risk is interest rate risk. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio of marketable securities. We do not use derivative financial instruments for speculative or trading purposes. We invest primarily in corporate securities, bank certificates, U.S. Treasury and Agency Obligations, asset-backed securities, repurchase agreements, auction rate debt instruments and money market mutual funds and generally hold them to maturity. Consequently, we do not expect any material loss with respect to our investment portfolio.
We do not use derivative financial instruments in our investment portfolio to manage interest rate risk. We do, however, limit our exposure to interest rate and credit risk by establishing and strictly monitoring clear policies and guidelines for our fixed income portfolios. At the present time, the maximum duration of all portfolios is 90 days or less. Our guidelines also establish credit quality standards, limits on exposure to any one issue as well the type of instruments. Due to the limited duration and credit risk criteria in our guidelines, we do not expect that our exposure to market and credit risk will be material.
(a) Evaluation of Disclosure Controls and Procedures.
Our chief executive officer and our acting chief financial officer, after evaluating our “disclosure controls and procedures” (as defined in Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-14(c) and 15d-14(c)) as of a date (the “Evaluation Date”) within 90 days before the filing date of this Quarterly Report on Form 10-Q, have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
The company’s management, including the chief executive officer and acting chief financial officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. Because of inherent limitations in any system of disclosure controls and procedures, no evaluation of controls can provide absolute assurance that all instances of error or fraud, if any, within the company may be detected.
(b) Changes in Internal Controls.
Subsequent to the Evaluation Date, there were no significant changes in our internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
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On March 3, 2003, we issued a press release announcing the departure of Wayne Hilty as our Chief Financial Officer. In that press release, we stated: “Mr. Hilty’s departure from the Company was for personal reasons and was not related to any disagreement concerning the Company’s financial reports or financial disclosures.”
On June 13, 2003, we received notice from the United States Department of Labor (the “DOL”) that Mr. Hilty has filed a complaint with the DOL alleging that Copart had terminated his employment in violation of Section 806 of the Sarbanes-Oxley Act of 2002. Mr. Hilty’s complaint contains a number of allegations, including that Copart leased a corporate jet without proper Board authorization; that the leased jet was improperly used by management for non-corporate purposes; that the development and purchase of the Company’s new facilities in Fairfield, California had not been properly approved by the Board of Directors; that management improperly used corporate frequent flyer miles for personal travel; that management failed to properly brief the Board on recent acquisitions and capital spending; and that management made misleading statements to the Company’s shareholders.
In March 2003, following Mr. Hilty’s separation, he delivered a letter to our Audit Committee making various allegations, most of which are also included in the DOL complaint. The Audit Committee investigated the allegations made in Mr. Hilty’s letter and concluded that they did not require revision of the statements made in the Company’s March 3, 2003 press release. Mr. Hilty’s complaint seeks back pay with interest, reinstatement (or front pay in lieu of restatement), and special damages. Copart believes that it has meritorious defenses to the allegations made by Mr. Hilty and intends to defend this action vigorously.
(a) On March 6, 2003, pursuant to a Preferred Stock Rights Agreement (the “Rights Agreement”) between Copart, Inc. (the “Company”) and EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”), the Company’s Board of Directors declared a dividend of one right (a “Right”) to purchase one one-thousandth share of the Company’s Series A Participating Preferred Stock (“Series A Preferred”) for each outstanding share of Common Stock (“Common Shares”), of the Company. The dividend was payable on March 21, 2003 (the “Record Date”) to shareholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred at an exercise price of $34.43 (the “Purchase Price”), subject to adjustment.
A summary of the principal terms of the Rights Agreement is set forth in the Company’s current report on Form 8-K filed with the SEC on March 11, 2003 and its registration statement on Form 8-A, also filed with the SEC on March 11, 2003.
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Exhibits |
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List of subsidiaries of registrant |
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99.1 |
Certification of Willis J. Johnson, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.2 |
Certification of Simon E. Rote, Acting Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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(b) |
Reports on Form 8-K. |
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The Company filed a current report on Form 8-K on March 5, 2003, to announce the departure of Wayne R. Hilty as our chief financial officer and the appointment of Simon Rote as our acting chief financial officer. |
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2. |
The Company filed a current report on Form 8-K on March 11, 2003, to announce that pursuant to a Preferred Stock Rights Agreement, the Company’s Board of Directors declared a dividend of one right to purchase one one-thousandth share of the Company’s Series A Participating Preferred Stock for each outstanding share of Common Stock of the Company. |
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3. |
The Company filed a current report on Form 8-K on May 21, 2003, to announce a press release and conference call regarding its financial results for the quarter ended April 30, 2003. |
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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.
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COPART, INC. |
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/s/ SIMON E. ROTE |
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Simon E. Rote,
Vice President and Acting Chief |
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Date: June 13, 2003
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CERTIFICATION
I, Willis J. Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Copart, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 13, 2003
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/s/ WILLIS J. JOHNSON |
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Willis J. Johnson, |
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Chief Executive Officer |
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CERTIFICATION
I, Simon E. Rote, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Copart, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: June 13, 2003
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/s/ SIMON E. ROTE |
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Simon E. Rote, |
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Acting Chief Financial Officer |
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