COPART INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), or Disclosure Controls, as of the end of the period covered by this Annual Report on Form 10-K. This evaluation, or Controls Evaluation, was performed under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”). Disclosure Controls are controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include some, but not all, components of our internal control over financial reporting. Based upon the Controls Evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified by the SEC. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. We have investments in unconsolidated affiliates. Since we do not control or manage those affiliates, our controls and procedures with respect to those affiliates are substantially more limited than those we maintain with respect to our consolidated subsidiaries. 51 Table of Contents Management assessed our internal control over financial reporting for the fiscal year ended July 31, 2020. Management based its assessment on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles. The certifications of our principal executive officer and principal financial officer attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal controls over financial reporting. We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of our internal control over financial reporting as of July 31, 2020. Ernst & Young LLP has issued an attestation report which appears on the following page of this Annual Report on Form 10-K. 52 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Copart, Inc. Opinion on Internal Control Over Financial Reporting We have audited the internal control over financial reporting of Copart, Inc. (the Company) as of July 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Copart, Inc. maintained, in all material respects, effective internal control over financial reporting as of July 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company, and our report dated September 28, 2020 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas September 28, 2020 53 Table of Contents Limitations on the Effectiveness of Controls Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Copart have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Changes in Internal Control Over Financial Reporting There have not been any changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information None. 54 Table of Contents PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file a definitive proxy statement for our 2020 Annual Meeting of Stockholders (the Proxy Statement) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance Information required by this item is incorporated by reference to the proposal captioned “Election of Directors,” and the sections titled “Corporate Governance and Board of Directors” and “Related Person Transactions and Section 16(a) Beneficial Ownership Compliance” in our Proxy Statement. Delinquent Section 16(a) Reports There were no delinquent Section 16(a) Reports during fiscal 2020. Code of Ethics We have adopted the Copart, Inc. Code of Ethics for Principal Executive and Senior Financial Officers (“Code of Ethics”). The Code of Ethics applies to our principal executive officer, our principal financial officer, our principal accounting officer or controller, and persons performing similar functions and responsibilities who shall be identified by our Audit Committee from time to time. The Code of Ethics is available at our website, located at http://www.copart.com . We intend to satisfy disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics by posting such information on our website, at the address and location specified above, or as otherwise required by the NASDAQ Global Select Market. Item 11. Executive Compensation The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2020 fiscal year end) under the heading “Executive Compensation,” “Compensation of Directors,” and “Corporate Governance and Board of Directors.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2020 fiscal year end) under the headings “Security Ownership” and “Executive Compensation,” subheading “Equity Compensation Plan Information.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2020 fiscal year end) under the heading “Related Person Transactions and Section 16(a) Beneficial Ownership Compliance,” “Corporate Governance and Board of Directors,” and under the proposal captioned “Election of Directors.” Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference from the proposal captioned “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, 2020 fiscal year end). 55 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this Form 10-K: (a) Financial statements: Our consolidated financial statements at July 31, 2020 and 2019 and for each of the three years in the period ended July 31, 2020 and the notes thereto, together with the report of the independent registered public accounting firm on those consolidated financial statements are hereby filed as part of this annual report on Form 10-K. (b) Financial statement schedules: No financial statement schedules are presented since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. (c) Exhibits: Exhibits are filed as part of this Report and are hereby incorporated by reference. Refer to Exhibit Index included herein. Item 16. Form 10-K Summary None. 56 Table of Contents EXHIBIT INDEX The following Exhibits are filed as part of, or incorporated by reference into this report. Incorporated by reference herein Exhibit Number Description Form Date 3.1 Copart, Inc. Certificate of Incorporation Quarterly Report on Form 10-Q, (File No. 000-23255), Exhibit No. 3.1 February 25, 2016 3.2 Certificate of Amendment to the Copart, Inc. Certificate of Incorporation Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 2 December 22, 2016 3.3 Bylaws of Copart, Inc. Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 3 December 22, 2016 4.1 Description of Capital Stock Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 4.1 September 30, 2019 10.1 * Copart Inc. 2007 Equity Incentive Plan, as Amended and Restated (2007 EIP) Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 1 December 22, 2016 10.2 * Form of Performance Share Award Agreement for use with 2007 EIP Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 December 12, 2007 10.3 * Form of Restricted Stock Unit Award Agreement for use with 2007 EIP Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3 December 12, 2007 10.4 * Form of Stock Option Award Agreement for use with 2007 EIP Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.5 December 12, 2007 10.5 * Form of Restricted Stock Award Agreement for use with 2007 EIP Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.4 December 12, 2007 10.6 * Copart, Inc. Executive Bonus Plan Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.13b August 3, 2006 10.7 * Amended and Restated Executive Officer Employment Agreement between the Registrant and William E. Franklin, dated September 25, 2008 Quarterly Report on Form 10-Q (File No. 000-23255), Exhibit No. 10.1 December 10, 2008 10.8 * Form of Indemnification Agreement signed by executive officers and directors Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 10.17 October 1, 2012 10.9 Credit Agreement among the Registrant, the lenders from time to time party thereto, and Wells Fargo Bank, N.A., as administrative agent, dated as of December 3, 2014 Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 December 4, 2014 10.10 Security Agreement among the Registrant, the lenders from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, dated as of December 3, 2014 Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2 December 4, 2014 57 Table of Contents Incorporated by reference herein Exhibit Number Description Form Date 10.11 Note Purchase Agreement among the Registrant and each of the purchasers listed on Schedule B dated as of December 3, 2014 Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3 December 4, 2014 10.12 * Copart, Inc. 2014 Employee Stock Purchase Plan Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 December 5, 2014 10.13 * Executive Officer Employment Agreement, effective January 4, 2016, between the Registrant and Jeffrey Liaw. Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.26 November 23, 2015 10.14 First Amendment to Credit Agreement, dated as of March 15, 2016, by and among Copart, Inc., the subsidiaries of Copart, Inc. party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 March 17, 2016 10.15 Second Amendment to Credit Agreement, dated as of July 21, 2016, by and among Copart, Inc., the subsidiaries of Copart, Inc. party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent. Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 July 27, 2016 10.16 First Amendment to Note Purchase Agreement, dated as of July 21, 2016, by and among Copart, Inc., the subsidiaries of Copart, Inc. party thereto and the purchasers party thereto. Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2 July 27, 2016 10.17 First Amended and Restated Credit Agreement, dated as of July 21, 2020, by and among Copart, certain subsidiaries of Copart. the lenders party thereto, and Bank of America,N.A., as administrative agent. Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 July 27, 2020 58 Table of Contents Incorporated by reference herein Exhibit Number Description Form Date 21.1 List of subsidiaries of Registrant — Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm — Filed herewith 24.1 Power of Attorney (included on signature page) — Filed herewith 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — Filed herewith 32.1 (1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Filed herewith 32.2 (1) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Filed herewith 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Extension Definition 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). (1) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. * Management contract, plan or arrangement 59 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Registrant C OPART, I NC. By: /s/ A . J AYSON A DAIR A. Jayson Adair Chief Executive Officer (Principal Executive Officer and Director) Date: September 28, 2020 C OPART, I NC. By: /s/ J EFFREY L IAW Jeffrey Liaw, President and Chief Financial Officer (Principal Financial and Accounting Officer and duly Authorized Officer) Date: September 28, 2020 60 Table of Contents POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. Jayson Adair and Jeffrey Liaw, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity in Which Signed Date /s/ A. JAYSON ADAIR Chief Executive Officer (Principal Executive Officer and Director) September 28, 2020 A. Jayson Adair /s/ JEFFREY LIAW President and Chief Financial Officer (Principal Financial and Accounting Officer) September 28, 2020 Jeffrey Liaw /s/ WILLIS J. JOHNSON Chairman of the Board September 28, 2020 Willis J. Johnson /s/ MATT BLUNT Director September 28, 2020 Matt Blunt /s/ STEVEN D. COHAN Director September 28, 2020 Steven D. Cohan /s/ DANIEL ENGLANDER Director September 28, 2020 Daniel Englander /s/ STEPHEN FISHER Director September 28, 2020 Stephen Fisher /s/ JAMES E. MEEKS Director September 28, 2020 James E. Meeks /s/ DIANE M. MOREFIELD Director September 28, 2020 Diane M. Morefield /s/ THOMAS N. TRYFOROS Director September 28, 2020 Thomas N. Tryforos 61 Table of Contents Copart, Inc. Index to Consolidated Financial Statements and Financial Statement Schedule Consolidated Financial Statements Page Number Report of Independent Registered Public Accounting Firm 63 Consolidated Balance Sheets as of July 31, 20 20 and 20 19 65 Consolidated Statements of Income for the years ended July 31, 20 20 , 201 9 and 201 8 66 Consolidated Statements of Comprehensive Income for the years ended July 31, 20 20 , 201 9 and 20 18 67 Consolidated Statements of Stockholder’s Equity for the years ended July 31, 20 20 , 201 9 and 20 18 68 Consolidated Statements of Cash Flows for the years ended July 31, 20 20 , 201 9 and 20 18 69 Notes to Consolidated Financial Statements 70 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Copart, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Copart, Inc. (the Company) as of July 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended July 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at July 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated September 28, 2020 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Uncertain Tax Positions Description of the Matter As discussed in Note 12 to the consolidated financial statements, the Company has recorded a liability for unrecognized tax benefits resulting from uncertain tax positions, including accrued interest and penalties, of $45.0 million as of July 31, 2020. The Company’s uncertain tax positions are subject to audit by federal, state and local taxing authorities, and the resolution of such audits may span multiple years. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. Tax law is complex and often subject to varied interpretations. Accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized. 63 Table of Contents Auditing management’s analysis and accounting for the Company’s uncertain tax positions involved significant auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws across its multiple subsidiaries located in multiple taxing jurisdictions. Each tax position involves unique facts and circumstances that must be evaluated, and there may be many uncertainties around initial recognition and de-recognition of tax positions, including regulatory changes, litigation and examination activity. In addition, a higher degree of auditor judgment was required in evaluating the Company’s measurement of the largest amount of benefit, considered on a cumulative probability basis, which is more likely than not to be realized upon settlement. How We Addressed the Matter in Our Audit We tested the Company’s controls that address the risks of material misstatement relating to uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of the inputs and calculations of unrecognized tax benefits resulting from uncertain tax positions. We involved our tax professionals to assess the technical merits of the Company’s tax positions. Our substantive audit procedures included, among others, evaluating changes in tax law that occurred during the year and assessing the Company’s interpretation of those changes under the relevant jurisdiction’s tax law. In addition, we inspected correspondence, assessments, and settlements from taxing authorities to assess the Company’s determination of the likelihood of its tax positions to be sustained upon examination. We also evaluated the Company’s income tax disclosures included in Note 12 in relation to these matters. /s/ Ernst & Young LLP We have served as the Company’s auditor since fiscal year 2006. Dallas, Texas September 28, 2020 64 Table of Contents COPART, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) July 31, 2020 2019 ASSETS Current assets: Cash, cash equivalents, and restricted cash $ 477,718 $ 186,319 Accounts receivable, net 350,207 367,265 Vehicle pooling costs 73,684 76,548 Inventories 20,080 20,941 Income taxes receivable 26,740 19,526 Prepaid expenses and other assets 15,330 16,568 Total current assets 963,759 687,167 Property and equipment, net 1,941,719 1,427,726 Operating lease right-of-use assets 118,455 — Intangibles, net 47,772 55,156 Goodwill 343,622 333,321 Deferred income taxes 213 411 Other assets 39,721 43,836 Total assets $ 3,455,261 $ 2,547,617 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 318,530 $ 270,918 Deferred revenue 8,233 6,466 Income taxes payable 3,709 3,482 Current portion of operating lease liabilities 24,821 — Current portion of finance lease obligations 751 1,138 Total current liabilities 356,044 282,004 Deferred income taxes 71,686 48,683 Income taxes payable 44,965 35,116 Operating lease liabilities, net of current portion 95,584 — Long-term debt and finance lease obligations, net of discount 397,036 400,091 Other liabilities 430 3,342 Total liabilities 965,745 769,236 Commitments and contingencies Stockholders’ equity: Preferred stock: $0.0001 par value—5,000,000 shares authorized; none issued — — Common stock: $0.0001 par value—400,000,000 shares authorized; 235,315,337 and 229,790,268 shares issued and outstanding, respectively 24 23 Additional paid-in capital 672,727 572,559 Accumulated other comprehensive loss ( 121,088 ) ( 132,529 ) Retained earnings 1,937,853 1,338,328 Total stockholders’ equity 2,489,516 1,778,381 Total liabilities and stockholders’ equity $ 3,455,261 $ 2,547,617 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents COPART, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) Year Ended July 31, 2020 2019 2018 Service revenues and vehicle sales: Service revenues $ 1,947,140 $ 1,755,694 $ 1,578,502 Vehicle sales 258,443 286,263 227,193 Total service revenues and vehicle sales 2,205,583 2,041,957 1,805,695 Operating expenses: Yard operations 972,487 888,111 846,868 Cost of vehicle sales 225,294 255,504 196,461 General and administrative 191,703 181,867 176,890 Impairment of long-lived assets — — 1,131 Total operating expenses 1,389,484 1,325,482 1,221,350 Operating income 816,099 716,475 584,345 Other expense: Interest expense ( 20,230 ) ( 19,810 ) ( 20,368 ) Interest income 1,359 2,225 1,293 Other income (expense), net 3,611 6,061 ( 2,759 ) Total other expense ( 15,260 ) ( 11,524 ) ( 21,834 ) Income before income taxes 800,839 704,951 562,511 Income tax expense 100,932 113,258 144,504 Net income 699,907 591,693 418,007 Net income attributable to noncontrolling interest — — 140 Net income attributable to Copart, Inc. $ 699,907 $ 591,693 $ 417,867 Basic net income per common share $ 3.00 $ 2.57 $ 1.80 Weighted average common shares outstanding 233,202 230,489 231,793 Diluted net income per common share $ 2.93 $ 2.46 $ 1.73 Diluted weighted average common shares outstanding 238,656 240,453 241,877 The accompanying notes are an integral part of these consolidated financial statements. 66 Table of Contents COPART, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended July 31, 2020 2019 2018 Comprehensive income, net of tax: Net income $ 699,907 $ 591,693 $ 418,007 Other comprehensive income: Foreign currency translation adjustments 11,441 ( 24,601 ) ( 7,252 ) Comprehensive income 711,348 567,092 410,755 Comprehensive income attributable to noncontrolling interest — — 140 Comprehensive income attributable to Copart, Inc. $ 711,348 $ 567,092 $ 410,615 The accompanying notes are an integral part of these consolidated financial statements. 67 Table of Contents COPART, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share amounts) Common Stock Accumulated Other Comprehensive Income (Loss) Additional Paid-in Capital Outstanding Shares Amount Retained Earnings Noncontrolling Interest Stockholders’ Equity Balances at July 31, 2017 230,488,296 $ 23 $ 453,349 $ ( 100,676 ) $ 745,370 $ 534 $ 1,098,600 Net income — — — — 417,867 140 418,007 Currency translation adjustment — — — ( 7,252 ) — — ( 7,252 ) Distribution to noncontrolling interest — — — — — ( 235 ) ( 235 ) Sale of majority-owned subsidiary — — — — — ( 439 ) ( 439 ) Exercise of stock options, net of repurchased shares 3,225,377 — 44,459 — ( 1,115 ) — 43,344 Employee stock-based compensation and related tax benefit — — 23,197 — 24 — 23,221 Shares issued for Employee Stock Purchase Plan 185,168 — 5,853 — — — 5,853 Balances at July 31, 2018 233,898,841 23 526,858 ( 107,928 ) 1,162,146 — 1,581,099 Net income — — — — 591,693 — 591,693 Currency translation adjustment — — — ( 24,601 ) — — ( 24,601 ) Cumulative effect of change in accounting standard — — — — ( 22,954 ) — ( 22,954 ) Exercise of stock options, net of repurchased shares 3,349,980 — 32,500 — ( 44,987 ) — ( 12,487 ) Employee stock-based compensation — — 23,445 — — — 23,445 Shares issued for Employee Stock Purchase Plan 177,043 — 7,183 — — — 7,183 Shares repurchased ( 7,635,596 ) — ( 17,427 ) — ( 347,570 ) — ( 364,997 ) Balances at July 31, 2019 229,790,268 23 572,559 ( 132,529 ) 1,338,328 — 1,778,381 Net income — — — — 699,907 — 699,907 Currency translation adjustment — — — 11,441 — — 11,441 Exercise of stock options, net of repurchased shares 5,401,963 1 68,570 — ( 100,382 ) — ( 31,811 ) Employee stock-based compensation — — 23,322 — — — 23,322 Shares issued for Employee Stock Purchase Plan 123,106 — 8,276 — — — 8,276 Balances at July 31, 2020 235,315,337 $ 24 $ 672,727 $ ( 121,088 ) $ 1,937,853 $ — $ 2,489,516 The accompanying notes are an integral part of these consolidated financial statements. 68 Table of Contents COPART, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended July 31, 2020 2019 2018 Cash flows from operating activities: Net income $ 699,907 $ 591,693 $ 418,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization, including debt cost 104,257 85,334 79,040 Allowance for doubtful accounts 1,670 ( 429 ) 1,142 Impairment of long-lived assets — — 1,157 Equity in losses of unconsolidated affiliates 1,401 419 750 Stock-based compensation 23,322 23,445 23,221 (Gain) loss on sale of property and equipment ( 1,913 ) ( 3,073 ) 3,240 Deferred income taxes 23,082 23,167 16,717 Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable 15,993 ( 60,808 ) ( 40,335 ) Vehicle pooling costs 2,590 ( 16,418 ) ( 3,353 ) Inventories 1,348 ( 4,719 ) ( 3,959 ) Prepaid expenses and other current and non-current assets 141 ( 12,265 ) ( 706 ) Operating lease right-of-use assets and lease liabilities ( 572 ) — — Accounts payable and accrued liabilities 41,648 11,126 53,320 Deferred revenue 1,615 2,056 ( 520 ) Income taxes receivable ( 7,216 ) ( 4,215 ) ( 8,916 ) Income taxes payable 10,114 10,669 ( 3,149 ) Other liabilities 498 664 ( 587 ) Net cash provided by operating activities 917,885 646,646 535,069 Cash flows from investing activities: Purchases of property and equipment ( 591,972 ) ( 373,883 ) ( 287,910 ) Purchases of assets and liabilities in connection with acquisitions, net of cash acquired ( 11,702 ) ( 745 ) ( 8,787 ) Proceeds from sale of property and equipment 2,466 18,361 6,425 Proceeds from sale of majority-owned subsidiary — — 1,796 Net cash used in investing activities ( 601,208 ) ( 356,267 ) ( 288,476 ) Cash flows from financing activities: Proceeds from the exercise of stock options 71,640 34,398 44,459 Proceeds from the issuance of Employee Stock Purchase Plan shares 8,276 7,183 5,853 Repurchases of common stock — ( 364,997 ) — Payments for employee stock-based tax withholdings ( 103,451 ) ( 46,888 ) ( 1,115 ) Net repayments on revolving loan facility — — ( 231,000 ) Debt offering costs ( 2,814 ) — — Payments of finance lease obligations ( 1,065 ) — — Distribution to noncontrolling interest — — ( 235 ) Net cash used in financing activities ( 27,414 ) ( 370,304 ) ( 182,038 ) Effect of foreign currency translation 2,136 ( 8,276 ) ( 135 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 291,399 ( 88,201 ) 64,420 Cash, cash equivalents, and restricted cash at beginning of period 186,319 274,520 210,100 Cash, cash equivalents, and restricted cash at end of period $ 477,718 $ 186,319 $ 274,520 Supplemental disclosure of cash flow information: Interest paid $ 19,728 $ 19,289 $ 20,343 Income taxes paid, net of refunds $ 83,770 $ 82,448 $ 142,161 The accompanying notes are an integral part of these consolidated financial statements. 69 Table of Contents COPART, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 2020 NOTE 1 — Summary of Significant Accounting Policies Basis of Presentation and Description of Business Copart, Inc. was incorporated under the laws of the State of California in 1982. In January 2012, the Company changed the state in which it is incorporated (the “Reincorporation”) and is now incorporated under the laws of the State of Delaware. All references to “we,” “us,” “our,” or “the Company” herein refer to the California corporation prior to the date of the Reincorporation, and to the Delaware corporation on and after the date of the Reincorporation. The Company provides vehicle sellers with a full range of services to process and sell vehicles over the internet through the Company’s Virtual Bidding Third Generation (“VB3”) internet auction-style sales technology. Sellers are primarily insurance companies but also include banks, finance companies, charities, fleet operators, dealers and from individuals. The Company sells principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers and exporters, and in some jurisdictions, the Company sells directly to the general public. The majority of vehicles sold on behalf of insurance companies are either damaged vehicles deemed a total loss or not economically repairable by the insurance companies or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. The Company offers vehicle sellers a full range of services that expedite each stage of the vehicle sales process, minimize administrative and processing costs and maximize the ultimate sales price through the online auction process. In the United States (“U.S.”), Canada, Brazil, the Republic of Ireland, Finland, the United Arab Emirates (“U.A.E.”), Oman, and Bahrain, the Company sells vehicles primarily as an agent and derives revenue primarily from auction and auction related sales transaction fees charged for vehicle remarketing services as well as fees for services subsequent to the auction, such as delivery and storage. In the United Kingdom (“U.K.”), Germany, and Spain, the Company operates both as an agent and on a principal basis, in some cases purchasing salvage vehicles outright and reselling the vehicles for its own account. In Germany and Spain, the Company also derives revenue from listing vehicles on behalf of insurance companies and insurance experts to determine the vehicle’s residual value and/or to facilitate a sale for the insured. The consolidated financial statements of the Company include the accounts of the parent company and its wholly-owned subsidiaries, including its foreign wholly-owned subsidiaries. The Company also had a 59.5 % voting interest in a company, which was acquired as part of the Cycle Express, LLC acquisition (“majority-owned subsidiary”), which provided various repossession services for the powersports auction industry. The noncontrolling interest consisted of a 40.5 % outside voting interest in the majority-owned subsidiary. Net income or loss of the majority-owned subsidiary was allocated to the members’ interests in accordance with the operating agreement. During the year ended July 31, 2018, the Company sold the majority-owned subsidiary and disposed of its related goodwill. The proceeds from the sale of the majority-owned subsidiary were $ 1.8 million resulting in a realized gain of $ 0.9 million recorded in other income. Significant intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, but are not limited to, vehicle pooling costs; income taxes; stock-based compensation; purchase price allocations; and contingencies. Actual results may differ from these estimates. Revenue Recognition The Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. Service revenue and vehicle sales revenue are recognized at the date the vehicles are sold at auction, excluding annual registration fees. Costs to prepare the vehicles for auction, including inbound transportation costs and titling fees, are deferred and recognized at the time of revenue recognition at auction. 70 Table of Contents There were no contract liabilities on the consolidated balance sheets at July 31, 2020 or July 31, 2019. The Company’s disaggregation between service revenues and vehicle sales at the segment level reflects how the nature, timing, amount and uncertainty of its revenues and cash flows are impacted by economic factors. The Company reports sales taxes on relevant transactions on a net basis in the Company’s consolidated results of operations, and therefore does not include sales taxes in revenues or costs. Service revenues The Company’s service revenue consists of auction and auction related sales transaction fees charged for vehicle remarketing services. Within this revenue category, the Company’s primary performance obligation is the auctioning of consigned vehicles through an online auction process. These auction and auction related services may include a combination of vehicle purchasing fees, vehicle listing fees, and vehicle selling fees that can be based on a predetermined percentage of the vehicle sales price, tiered vehicle sales price driven fees, or at a fixed fee based on the sale of each vehicle regardless of the selling price of the vehicle; transportation fees for the cost of transporting the vehicle to or from the Company’s facility; title processing and preparation fees; vehicle storage fees; bidding fees; and vehicle loading fees. These services are not distinct within the context of the contract. Accordingly, revenue for these services is recognized when the single performance obligation is satisfied at the completion of the auction process. The Company does not take ownership of these consigned vehicles, which are stored at the Company’s facilities located throughout the U.S. and at its international locations. These fees are recognized as net revenue (not gross vehicle selling price) at the time of auction in the amount of such fees charged. The Company has a separate performance obligation related to providing access to its online auction platform as the Company charges members an annual registration fee for the right to participate in its online auctions and access the Company’s bidding platform. This fee is recognized ratably over the term of the arrangement, generally one year, as each day of access to the online auction platform represents the best depiction of the transfer of the service. No provision for returns has been established, as all sales are final with no right of return or warranty, although the Company provides for bad debt expense in the case of non-performance by its buyers or sellers. Year Ended July 31, (In thousands) 2020 2019 2018 Service revenues United States $ 1,714,724 $ 1,537,431 $ 1,385,238 International 232,416 218,263 193,264 Total service revenues $ 1,947,140 $ 1,755,694 $ 1,578,502 Vehicle sales Certain vehicles are purchased and remarketed on the Company’s own behalf. The Company has a single performance obligation related to the sale of these vehicles, which is the completion of the online auction process. Vehicle sales revenue is recognized on the auction date. As the Company acts as a principal in vehicle sales transactions, the gross sales price at auction is recorded as revenue. Year Ended July 31, (In thousands) 2020 2019 2018 Vehicle sales United States $ 145,962 $ 119,138 $ 105,784 International 112,481 167,125 121,409 Total vehicle sales $ 258,443 $ 286,263 $ 227,193 71 Table of Contents Contract assets The Company capitalizes certain contract assets related to obtaining a contract, where the amortization period for the related asset is greater than one year. These assets are amortized over the expected life of the customer relationship. Contract assets are classified as current or long-term other assets, based on the timing of when the Company expects to recognize the related revenues and are amortized as an offset to the associated revenues on a straight-line basis. The Company assesses these costs for impairment at least quarterly and as “triggering” events occur that indicate it is more likely than not that an impairment exists. The contract asset costs where the amortization period for the related asset is one year or less are expensed as incurred and recorded within general and administrative expenses in the accompanying statements of income. The change in the carrying amount of contract assets was as follows (In thousands): Balance as of July 31, 2018 $ 11,840 Balance as of Capitalized contract assets during the period 4,130 Balance as of Costs amortized during the period ( 4,875 ) Balance as of Effect of foreign currency exchange rates ( 521 ) Balance as of July 31, 2019 $ 10,574 Capitalized contract assets during the period 2,875 Costs amortized during the period ( 3,541 ) Effect of foreign currency exchange rates 172 Balance as of July 31, 2020 $ 10,080 Vehicle Pooling Costs The Company defers costs that relate directly to the fulfillment of its contracts associated with vehicles consigned to and received by the Company, but not sold as of the end of the period. The Company quantifies the deferred costs using a calculation that includes the number of vehicles at its facilities at the beginning and end of the period, the number of vehicles sold during the period and an allocation of certain yard operation costs of the period. The primary expenses allocated and deferred are inbound transportation costs, titling fees, certain facility costs, labor, and vehicle processing. If the allocation factors change, then yard operation expenses could increase or decrease correspondingly in the future. These costs are expensed into yard operations expenses as vehicles are sold in subsequent periods on an average cost basis. Foreign Currency Translation The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiaries into the U.S. dollar reporting currency. The British pound, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar are the functional currencies of the Company’s foreign subsidiaries as they are the primary currencies within the economic environment in which each subsidiary operates. The original equity investment in the respective subsidiaries is translated at historical rates. Assets and liabilities of the respective subsidiary’s operations are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated into U.S. dollars at average exchange rates in effect during each reporting period. Adjustments resulting from the translation of each subsidiary’s financial statements are reported in other comprehensive income. The cumulative effects of foreign currency exchange rate fluctuations were as follows (In thousands): Cumulative loss on foreign currency translation as of July 31, 2018 $ ( 107,928 ) Loss on foreign currency translation ( 24,601 ) Cumulative loss on foreign currency translation as of July 31, 2019 $ ( 132,529 ) Gain on foreign currency translation 11,441 Cumulative loss on foreign currency translation as of July 31, 2020 $ ( 121,088 ) 72 Table of Contents Fair Value of Financial Instruments The Company records its financial assets and liabilities at fair value in accordance with the framework for measuring fair value in U.S. GAAP. In accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures , as amended by Accounting Standards Update (“ASU”) 2011-04, the Company considers fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants under current market conditions. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: Level I Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level II Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level III Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate. The amounts recorded for financial instruments in the Company’s consolidated financial statements, which included cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, and Revolving Loan Facility approximated their fair values as of July 31, 2020 and 2019, due to the short-term nature of those instruments and are classified within Level II of the fair value hierarchy. Cash equivalents are classified within Level II of the fair value hierarchy because they are valued using quoted market prices of the underlying investments. See Note 8 — Long-Term Debt and Note 9 – Fair Value Measures . Cost of Vehicle Sales Cost of vehicle sales includes the purchase price of vehicles sold for the Company’s own account. Yard Operations Yard operations consists primarily of operating personnel (which includes yard management, clerical and yard employees) and their related benefits; rent; vehicle transportation; insurance; property related taxes; fuel; equipment maintenance and repair; and marketing costs directly related to the auction process. General and Administrative Expenses General and administrative expenses consist primarily of executive management; accounting; data processing; sales personnel; professional services; marketing expenses; and system maintenance and enhancements. Advertising All advertising costs are expensed as incurred and are included in yard operations expenses for costs directly related to the auction process and the remainder in general and administrative expenses on the consolidated statements of income. Advertising expenses were $ 7.7 million, $ 7.5 million, and $ 5.9 million for the years ended July 31, 2020, 2019 and 2018, respectively. Other (Expense) Income Other (expense) income consists primarily of interest expense; interest income; gains and losses from the disposal of fixed assets; earnings from unconsolidated affiliates; and currency related gains and losses. 73 Table of Contents Income Taxes and Deferred Tax Assets Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax basis, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company considers the need to maintain a valuation allowance on deferred tax assets based on an assessment of whether it is more likely than not that the Company would realize those deferred tax assets based on future reversals of existing taxable temporary differences and the ability to generate sufficient taxable income within the carryforward period available under the applicable tax law. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Excess tax benefits and deficiencies related to exercises of stock options are recognized as expense or benefit in the consolidated statements of income as discrete items in the reporting period in which they occur. The Company files annual income tax returns in multiple taxing jurisdictions. A number of years may elapse before an uncertain tax position is audited by the relevant tax authorities and finally resolved. The Company recognizes and measures uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), pursuant to which the Company only recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. ASC 740 further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the quarter in which such change occurs. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company believes that its reserves for income taxes reflect the most likely outcome. The Company adjusts these reserves, as well as the related interest, where appropriate in light of changing facts and circumstances. Net Income Per Share Basic net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding during the period. Diluted net income per share amounts were computed by dividing consolidated net income by the weighted average number of common shares outstanding plus dilutive potential common shares calculated for stock options outstanding during the period using the treasury stock method. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents. Cash, cash equivalents, and restricted cash include cash held in checking, domestic certificates of deposit, and money market accounts. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company’s cash, cash equivalents, and restricted cash are placed with high credit quality financial institutions. Inventory Inventories of purchased vehicles are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring ownership of the vehicle. The cost of vehicles sold is charged to cost of vehicle sales as sold on a specific identification basis. Accounts Receivable Accounts receivable, which consist primarily of advance charges receivable from the Company’s sellers and the gross sales price of the vehicle due from buyers, are recorded when billed, advanced or accrued and represent claims against third parties that will be settled in cash. Advance charges receivable represents amounts paid to third parties on behalf of insurance companies for which the Company will be reimbursed when the vehicle is sold. 74 Table of Contents Concentration of Credit Risk Financial instruments, which subject the Company to potential credit risk, consist of its cash, cash equivalents, and restricted cash, short-term investments and accounts receivable. The Company adheres to its investment policy when placing investments. The investment policy has established guidelines to limit the Company’s exposure to credit risk by placing investments with high credit quality financial institutions, diversifying its investment portfolio, limiting investments in any one issuer or pooled fund and placing investments with maturities that maintain safety and liquidity. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand and, therefore, the Company believes that the financial risks associated with these financial instruments are minimal. The Company generally does not require collateral on its accounts receivable. The Company estimates its allowances for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due account balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company does not have off-balance sheet credit exposure related to its customers and to date. The Company has not experienced significant credit-related losses. No single customer accounted for more than 10 % of the Company’s consolidated revenues for the years ended July 31, 2020, 2019 and 2018. As of July 31, 2020 and 2019, n o customer accounted for more than 10% of the Company’s consolidated accounts receivable. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful lives of the respective improvements, which is between seven and ten years . Significant improvements which substantially extend the useful lives of assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives: three to seven years for internally developed or purchased software; three to twenty years for transportation and other equipment; three to five years for office furniture and equipment; and 7 to 40 years or the lease term, whichever is shorter , for buildings and improvements. Amortization of equipment under finance leases is included in depreciation expense. Goodwill In accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not amortized but is tested for potential impairment, at a minimum on an annual basis, or when indications of potential impairment exist. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. The Company has identified two reporting units, which are consistent with its two operating and reportable segments, U.S. and International. The Company evaluates goodwill for impairment annually as of the beginning of the fourth quarter, or when an indicator of impairment exists. The Company’s annual goodwill impairment analysis, which was performed qualitatively during the fourth quarter of fiscal 2020 and 2019, did not result in an impairment charge. This qualitative analysis, which is referred to as step zero under ASC 350, considered all relevant factors specific to the reporting units, including macroeconomic conditions; industry and market considerations; overall financial performance; the impact of the COVID-19 pandemic; and relevant entity-specific events. Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues and operating income. 75 Table of Contents Capitalized Software Costs The Company capitalizes system development costs and website development costs related to the enterprise computing services during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three to seven years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that impact the recoverability of these assets. Total gross capitalized software as of July 31, 2020 and 2019 was $ 52.6 million and $ 39.4 million, respectively. Accumulated amortization expense related to software as of July 31, 2020 and 2019 totaled $ 33.5 million and $ 23.6 million, respectively. During the year ended July 31, 2018, the Company retired fully amortized capitalized software of $ 15.5 million, which were no longer being utilized. Stock-Based Compensation The Company accounts for stock-based awards to employees and non-employees using the fair value method as required by ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, consultants and directors based on estimated fair value. ASC 718 requires companies to estimate the fair value of stock-based awards on the measurement date using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized in expense over the requisite service periods. The Company has elected to estimate forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The fair value of each option, without a market-based condition was estimated on the measurement date using the Black-Scholes Merton (“BSM”) option-pricing model. For options that included a market-based condition the Monte Carlo simulation model was used. The Black-Scholes Merton option-pricing model utilized the following assumptions: July 31, 2020 2019 2018 Expected life (in years) 5.4 — 5.7 5.3 — 6.6 5.3 — 6.9 Risk-free interest rate 0.29 % — 1.67 % 1.80 % — 2.69 % 1.88 % — 2.62 % Estimated volatility 21.7 % — 27.6 % 21.6 % — 22.1 % 19.7 % — 20.7 % Expected dividends — % — % — % Weighted average fair value at measurement date $ 21.54 $ 15.47 $ 8.88 Expected life—The Company’s expected life represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. Risk-free interest rate—The Company bases the risk-free interest rate used in the BSM option-pricing model on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent expected life. Estimated volatility—The Company uses the trading history of its common stock in determining an estimated volatility factor when using the BSM option-pricing model to determine the fair value of options granted. Expected dividend—The Company has not declared dividends. Therefore, the Company uses a zero value for the expected dividend value factor when using the BSM option-pricing model to determine the fair value of options granted. Estimated forfeitures—When estimating forfeitures, the Company considers voluntary and involuntary termination behavior as well as analysis of actual option forfeitures. Net cash proceeds from the exercise of stock options were $ 71.6 million, $ 34.4 million and $ 44.5 million for the years ended July 31, 2020, 2019 and 2018, respectively. 76 Table of Contents Comprehensive Income Comprehensive income includes all changes in stockholders’ equity during a period from non-stockholder sources. For the years ended July 31, 2020, 2019 and 2018, accumulated other comprehensive income (loss) was the effect of foreign currency translation adjustments. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. Acquisitions The Company recognizes and measures identifiable assets acquired and liabilities assumed in acquired entities in accordance with ASC 805, Business Combinations . The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. The excess of the fair value of purchase consideration over the values of the identifiable assets and liabilities is recorded as goodwill. Critical estimates in valuing certain identifiable assets include but are not limited to expected long-term revenues; future expected operating expenses; cost of capital; appropriate attrition; and discount rates. Recently Issued Accounting Pronouncements Adopted In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The current standard, ASC Topic 740 - Income Taxes , requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. This includes the tax effects of items in accumulated other comprehensive income ("AOCI") that were originally recognized in other comprehensive income, subsequently creating stranded tax effects. ASU 2018-02 allows a reclassification from AOCI to retained earnings for stranded tax effects specifically resulting from the U.S. federal government's recently enacted tax bill, the Tax Cuts and Jobs Act. The adoption of ASU 2018-02, in the first quarter of fiscal 2020, did not result in a reclassification from AOCI to retained earnings and did not have an impact on the Company’s consolidated results of operations, financial position, or cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , that supersedes all existing guidance on accounting for leases in ASC Topic 840. ASU 2016-02 is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. ASU 2016-02 will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. ASU 2016-02 is effective for annual and interim periods within those annual reporting periods beginning after December 15, 2018 and adoption is to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. Most of the Company’s operating lease commitments are subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a significant increase in the assets and liabilities on the Company’s consolidated balance sheets. The Company implemented policy elections and practical expedients as part of adopting ASU 2016-02 including: (i) excluding from the balance sheet leases with terms that are less than one year; (ii) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease; (iii) the package of practical expedients, which allowed the Company to avoid reassessing contracts that commenced prior to adoption that were properly evaluated under legacy U.S. GAAP; and (iv) the policy election that eliminated the need for adjusting prior period comparable financial statements prepared under legacy lease accounting guidance. The adoption of ASU 2016-02 resulted in the recording of a right-of-use asset and a lease liability in the first quarter of fiscal 2020, as a result of the application of the standard and did not have a material impact to the Company’s consolidated results of operations. See Note 4 — Leases for additional disclosures as a result of the adoption of the standard. Pending In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). ASU 2017-04 amends the requirement that entities compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, entities should perform their annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment if the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual periods beginning after December 15, 2019. The Company’s adoption of ASU 2017-04 will not have a material impact on the Company’s consolidated results of operations and financial position. 77 Table of Contents In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). ASU 2016-13 requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and must be applied on a modified retrospective basis. The Company’s adoption of ASU 2016-13 will not have a material impact on the Company’s consolidated results of operations and financial position. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company’s adoption of ASU 2019-12 will not have a material impact on the Company’s consolidated results of operations and financial position. NOTE 2 — Accounts Receivable, Net Accounts receivable, net consisted of: July 31, (In thousands) 2020 2019 Advance charges receivable $ 260,196 $ 280,835 Trade accounts receivable 94,281 89,274 Other receivables 2,120 2,098 356,597 372,207 Less: Allowance for doubtful accounts ( 6,390 ) ( 4,942 ) Accounts receivable, net $ 350,207 $ 367,265 Advance charges receivable represents amounts paid to third parties on behalf of insurance companies for which the Company will be reimbursed when the vehicle is sold. As advance charges are recovered within one year, the Company has not adjusted the amount of consideration received from the customer for a significant financing component. Trade accounts receivable includes fees and gross auction proceeds to be collected from insurance companies and buyers. The movements in the allowance for doubtful accounts were as follows: July 31, (In thousands) 2020 2019 2018 Balance at beginning of year $ 4,942 $ 5,444 $ 4,311 Charged to costs and expenses 5,591 2,409 4,255 Write-offs to bad debt ( 4,143 ) ( 2,911 ) ( 3,122 ) Balance at end of year $ 6,390 $ 4,942 $ 5,444 78 Table of Contents NOTE 3 — Property and Equipment, Net Property and equipment, net consisted of the following: July 31, (In thousands) 2020 2019 Land $ 1,235,315 $ 939,817 Buildings and improvements 932,976 686,615 Transportation and other equipment 274,422 236,282 Office furniture and equipment 70,926 63,200 Software 52,621 39,434 2,566,260 1,965,348 Less: Accumulated depreciation and amortization ( 624,541 ) ( 537,622 ) Property and equipment, net $ 1,941,719 $ 1,427,726 Depreciation expense on property and equipment was $ 82.1 million, $ 66.8 million and $ 58.8 million for the years ended July 31, 2020, 2019 and 2018, respectively. Amortization expense of software was $ 10.4 million, $ 7.6 million and $ 5.7 million for the years ended July 31, 2020, 2019 and 2018, respectively. During the year ended July 31, 2018, the Company retired fully amortized capitalized software of $ 15.5 million, which were no longer being utilized. NOTE 4 — Leases The Company has both lessee and lessor arrangements. The Company determines whether a contract is or contains a lease at the inception of the contract or at any subsequent modification. A contract will be deemed to be or contain a lease if the contract conveys the right to control and direct the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company generally must also have the right to obtain substantially all of the economic benefits from the use of the property, plant, and equipment. Depending on the terms, leases are classified as either operating or finance leases if the Company is the lessee, or as operating, sales-type, or direct financing leases if the Company is the lessor. Certain of the Company’s lessee and lessor leases have renewal options to extend the leases for additional periods at the Company’s discretion. Leases - Lessee The Company leases certain facilities and certain equipment under non-cancelable finance and operating leases, which are recorded as right-of-use assets and lease liabilities. Certain leases provide the Company with either a right of first refusal to acquire or an option to purchase a facility at fair value. Certain leases also contain escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the right-of-use asset and the lease liabilities. The effects of these escalation clauses or concessions have been reflected in lease expense on a straight-line basis over the expected lease term and any variable lease payments subsequent to establishing the lease liability are expensed as incurred. The lease term commences on the date when the Company has the right to control the use of the leased property, which is typically before lease payments are due under the terms of the lease. Certain of the Company’s leases have renewal periods up to 40 years, exercisable at the Company’s option, and generally require the Company to pay property taxes, insurance and maintenance costs, in addition to the lease payments. At lease inception, the Company includes all renewals or option periods that are reasonably certain to exercise when determining the expected lease term, as failure to renew the lease would impose an economic penalty. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the expected lease term. To determine the present value of lease payments not yet paid, the Company estimates incremental borrowing rates based on the information available at lease commencement date, as rates are not implicitly stated in the Company’s leases. 79 Table of Contents Components of lease expense were as follows: (In thousands) Year Ended July 31, 2020 Operating lease expense $ 31,628 Finance lease expense: Amortization of right-of-use assets 882 Interest on finance lease liabilities 189 Short-term lease expense 8,555 Variable lease expense 1,635 Total lease expense $ 42,889 Facilities rental expense for the years ended July 31, 2019 and 2018 was $30.6 million and $45.6 million, respectively under ASC 840, Operating Leases. The components of right-of-use assets and lease liabilities on the consolidated balance sheet are as follows (In thousands): Lease Asset and Liabilities Balance Sheet Classification (In thousands) July 31, 2020 Operating lease right-of-use assets Operating lease right-of-use assets $ 118,455 Finance lease right-of-use assets Property and equipment, net 1,409 Total lease assets, net $ 119,864 Operating lease liabilities - current Current portion of operating lease liabilities $ 24,821 Finance lease liabilities - current Current portion of finance lease obligations 751 Operating lease liabilities - non-current Operating lease liabilities, net of current portion 95,584 Finance lease liabilities - non-current Long-term debt and finance lease obligations, net of discount 566 Total lease liabilities $ 121,722 The weighted-average remaining lease terms and discount rates as of July 31, 2020 were as follows: Weighted-Average Remaining Lease Term (In years) Weighted-Average Discount Rate (1) Operating leases 8.96 3.04 % Finance leases 1.83 1.85 % (1) The Company cannot determine the interest rate implicit in the Company’s leases. Therefore, the discount rate represents the Company’s incremental borrowing rate and is determined based on the risk-free rate, adjusted for the risk premium attributed to the Company’s corporate credit rating for a secured or collateralized instrument. Supplemental cash flow information related to leases as of July 31, 2020 were as follows (In thousands): Cash paid for amounts included in the measurement of lease liabilities Operating cash flows related to operating leases $ 29,799 Operating cash flows related to finance leases 187 Financing cash flows related to finance leases 1,065 Right-of-use assets obtained in exchange for new operating lease liabilities 42,860 Right-of-use assets obtained in exchange for new finance lease liabilities 2,899 80 Table of Contents The annual maturities of the Company’s lease liabilities as of July 31, 2020 were as follows: Fiscal year (In thousands) Finance leases Operating leases 2021 $ 768 $ 27,718 2022 534 22,619 2023 24 19,355 2024 13 14,980 2025 — 10,156 Thereafter — 45,807 Total future lease commitments $ 1,339 $ 140,635 Less: imputed interest ( 22 ) ( 20,230 ) Present value of lease liabilities $ 1,317 $ 120,405 Leases - Lessor The Company’s lessor arrangements include certain facilities and various land locations, of which each qualifies as an operating lease. Certain leases also contain escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or a concession, such as a rent holiday or tenant improvement allowance, the Company includes these items in the determination of the straight-line rental income. The effects of these escalation clauses or concessions have been reflected in lease payments receivable on a straight-line basis over the expected lease term and any variable lease income subsequent to establishing the receivable will be recognized as earned. Future lease payments receivable under operating leases with terms greater than one year as of July 31, 2020 were as follows: Fiscal year (In thousands) Operating leases 2021 $ 7,492 2022 6,221 2023 5,179 2024 5,115 2025 5,079 Thereafter 16,995 Total future lease payments receivable $ 46,081 The cost of the leased space was $ 64.8 million as of July 31, 2020. The accumulated depreciation associated with the leased assets was $ 0.9 million as of July 31, 2020. Both the leased assets and accumulated depreciation are included in Property and equipment, net on the consolidated balance sheet. Rental income from these operating leases for the year ended July 31, 2020, was $ 6.2 million, and is included within Service revenues on the consolidated statements of income. NOTE 5 — Goodwill The change in the carrying amount of goodwill was as follows: July 31, (In thousands) 2020 2019 Beginning balance $ 333,321 $ 337,235 Acquisitions during the period 5,713 563 Effect of foreign currency exchange rates 4,588 ( 4,477 ) Ending balance $ 343,622 $ 333,321 In accordance with the guidance in ASC 350, goodwill is tested for impairment on an annual basis or upon the occurrence of circumstances that indicate that goodwill may be impaired. The Company’s annual impairment tests were performed during the fourth quarter of fiscal 2020 and 2019 and goodwill was not impaired. 81 Table of Contents NOTE 6 — Intangibles, Net The following table sets forth amortizable intangible assets by major asset class: Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Useful Life (in years) July 31, July 31, July 31, July 31, (In thousands, except remaining useful life) 2020 2019 2020 2019 2020 2019 2020 2019 Amortized intangibles: Supply contracts and customer relationships $ 50,600 $ 49,109 $ ( 16,780 ) $ ( 11,900 ) $ 33,820 $ 37,209 8 9 Trade names 23,635 23,501 ( 10,075 ) ( 8,010 ) 13,560 15,491 6 7 Licenses and databases 7,630 7,688 ( 7,238 ) ( 5,232 ) 392 2,456 3 2 Total Intangibles $ 81,865 $ 80,298 $ ( 34,093 ) $ ( 25,142 ) $ 47,772 $ 55,156 Aggregate amortization expense on intangible assets was $ 8.9 million, $ 10.5 million and $ 14.0 million for the years ended July 31, 2020, 2019 and 2018, respectively. During the year ended July 31, 2018, the Company recognized a $ 1.1 million charge primarily related to fully impairing a supply contract in the International segment. Intangible amortization expense for the next five fiscal years based upon July 31, 2020 intangible assets is expected to be as follows (In thousands): 2021 $ 6,795 2022 6,138 2023 6,054 2024 5,842 2025 5,842 Thereafter 17,101 Total future intangible amortization expense $ 47,772 NOTE 7 — Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: July 31, (In thousands) 2020 2019 Accounts payable to sellers $ 92,013 $ 68,427 Buyer deposits and prepayments 89,020 73,421 Trade accounts payable 40,906 45,520 Accrued compensation and benefits 42,053 41,400 Taxes payable 17,036 3,881 Accrued insurance 9,315 8,507 Other accrued liabilities 28,187 29,762 Total accounts payable and accrued expenses $ 318,530 $ 270,918 The Company is required to charge for and to collect value added taxes ("VAT") on its sales on behalf of the various international taxing authorities. The Company records VAT that the Company has billed to the buyers as VAT payable. In addition, the Company is required to pay VAT on our purchases. The Company records VAT that is charged by its vendors as VAT receivable. The Company is required to file VAT returns on at least a quarterly basis with the various international taxing authorities and are entitled to claim the VAT charged by the Company's vendors as VAT credit and these credits can be applied to the Company's VAT payables billed to the buyers. Accordingly, these VAT payables and receivables are presented as net amounts for financial statement purposes. 82 Table of Contents The Company is partially self-insured for certain losses related to general liability, workers’ compensation and auto liability. Accrued insurance liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date, including an estimate for reported and unreported claims. The estimated liability is not discounted and is established based upon analysis of historical data, including the severity of the Company’s frequency of claims, actuarial estimates and is reviewed periodically by management to ensure that the liability is appropriate. NOTE 8 — Long-Term Debt Credit Agreement On December 3, 2014, the Company entered into a Credit Agreement (as amended from time to time, the “Credit Amendment”) with Wells Fargo Bank, National Association, as administrative agent, and Bank of America, N.A., as syndication agent. The Credit Agreement provided for (a) a secured revolving loan facility in an aggregate principal amount of up to $ 300.0 million (the “Revolving Loan Facility”), and (b) a secured term loan facility in an aggregate principal amount of $ 300.0 million (the “Term Loan”), which was fully drawn at closing. The Term Loan amortized $ 18.8 million per quarter. On March 15, 2016, the Company entered into a First Amendment to Credit Agreement (the “Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent and Bank of America, N.A. The Amendment to Credit Agreement amended certain terms of the Credit Agreement, dated as of December 3, 2014. The Amendment to Credit Agreement provided for (a) an increase in the secured revolving credit commitments by $ 50.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $ 350.0 million, (b) a new secured term loan (the “Incremental Term Loan”) in the aggregate principal amount of $ 93.8 million having a maturity date of March 15, 2021 , and (c) an extension of the termination date of the Revolving Loan Facility and the maturity date of the Term Loan from December 3, 2019 to March 15, 2021 . The Amendment to Credit Agreement extended the amortization period for the Term Loan and decreased the quarterly amortization payments for that loan to $ 7.5 million per quarter. The Amendment to Credit Agreement additionally reduced the pricing levels under the Credit Agreement to a range of 0.15 % to 0.30 % in the case of the commitment fee, 1.125 % to 2.0 % in the case of the applicable margin for LIBOR loans, and 0.125 % to 1.0 % in the case of the applicable margin for base rate loans, based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. The Company borrowed the entire $ 93.8 million principal amount of the Incremental Term Loan concurrent with the closing of the Amendment to Credit Agreement. On July 21, 2016, the Company entered into a Second Amendment to Credit Agreement (the “Second Amendment to Credit Agreement”) with Wells Fargo Bank, National Association, SunTrust Bank, and Bank of America, N.A., as administrative agent (as successor in interest to Wells Fargo Bank). The Second Amendment to Credit Agreement amends certain terms of the Credit Agreement, dated as of December 3, 2014 as amended by the Amendment to Credit Agreement, dated as of March 15, 2016. The Second Amendment to Credit Agreement provides for, among other things, (a) an increase in the secured revolving credit commitments by $ 500.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $ 850.0 million, (b) the repayment of existing term loans outstanding under the Credit Agreement, (c) an extension of the termination date of the revolving credit facility under the Credit Agreement from March 15, 2021 to July 21, 2021, and (d) increased covenant flexibility. Concurrent with the closing of the Second Amendment to Credit Agreement, the Company prepaid in full the outstanding $ 242.5 million principal amount of the Term Loan and Incremental Term Loan under the Credit Agreement without premium or penalty. The Second Amendment to Credit Agreement reduced the pricing levels under the Credit Agreement to a range of 0.125 % to 0.20 % in the case of the commitment fee, 1.00 % to 1.75 % in the case of the applicable margin for LIBOR loans, and 0.0 % to 0.75 % in the case of the applicable margin for base rate loans, in each case depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. On July 21, 2020, the Company entered into a First Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, Truist Bank (as successor by merger to Suntrust Bank), BMO Harris Bank N.A., Santander Bank, N.A., and Bank of America, N.A., as administrative agent. The First Amended and Restated Credit Agreement amends certain terms of the Credit Agreement, dated as of December 3, 2014 as amended by the Amendment to Credit Agreement, dated as of March 15, 2016, as amended by the Second Amendment to Credit Agreement, dated as July 21, 2016. The First Amended and Restated Credit Agreement provides for, among other things, (a) an increase in the secured revolving credit commitments by $ 200.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $ 1,050.0 million, and (b) an extension of the termination date of the revolving credit facility under the Credit Agreement from July 21, 2021 to July 21, 2023 . The First Amended and Restated Credit Agreement additionally increased the pricing levels under the Credit Agreement to a range of 0.25 % to 0.35 % in the case of the commitment fee, 1.50 % to 2.25 % in the case of the applicable margin for Eurodollar Rate Loans, and 0.50 % to 1.25 % in the case of the applicable margin for base rate loans, in 83 Table of Contents each case depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. The principal purposes of these financing transactions were to increase the size and availability under the Company’s Revolving Loan Facility and to provide additional long-term financing. The proceeds may be used for general corporate purposes, including working capital and capital expenditures, potential share repurchases, acquisitions, or other investments relating to the Company’s expansion strategies in domestic and international markets. The Revolving Loan Facility under the Credit Agreement bears interest, at the election of the Company, at either (a) the Base Rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the Prime Rate in effect on such day; (ii) the Federal Funds Rate in effect on such date plus 0.50 %; or (iii) the Eurodollar Rate plus 1.0 %, subject to an interest rate floor of 0.75 %, in each case plus an applicable margin ranging from 0.50 % to 1.25 % based on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter; or (b) the Eurodollar Rate plus an applicable margin ranging from 1.50 % to 2.25 % depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter. Interest is due and payable in arrears, at the end of each calendar quarter for loans bearing interest at the Base Rate, and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of Eurodollar Rate Loans. The interest rate as of July 31, 2020 on the Company’s Revolving Loan Facility was the Eurodollar Rate of 0.75 % plus an applicable margin of 1.50 %. The carrying amount of the Credit Agreement is comprised of borrowings under which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximated fair value at July 31, 2020, and was classified within Level II of the fair value hierarchy. Amounts borrowed under the Revolving Loan Facility may be repaid and reborrowed until the maturity date of July 21, 2023 . The Company is obligated to pay a commitment fee on the unused portion of the Revolving Loan Facility. The commitment fee rate ranges from 0.25 % to 0.35 %, depending on the Company’s consolidated total net leverage ratio during the preceding fiscal quarter, on the average daily unused portion of the revolving credit commitment under the Credit Agreement. The Company had no outstanding borrowings under the Revolving Loan Facility as of July 31, 2020 and 2019. The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the assets of the subsidiary guarantors pursuant to a Security Agreement as part of the First Amended and Restated Credit Agreement, dated July 21, 2020, among the Company, the subsidiary guarantors from time to time party thereto, and Bank of America, N.A., as collateral agent. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions on and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Credit Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25 :1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50 :1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million ; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment. As of July 31, 2020, the consolidated total net leverage ratio was ( 0.03 ):1. Minimum liquidity as of July 31, 2020 was $ 1.5 billion. Accordingly, the Company does not believe that the provisions of the Credit Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Credit Agreement as of July 31, 2020. Related to the execution of the First Amended and Restated Credit Agreement, the Company incurred $ 2.8 million in costs, which was capitalized as debt issuance fees. The debt discount is amortized to interest expense over the term of the respective debt instruments and are classified as reductions of the outstanding liability. 84 Table of Contents Note Purchase Agreement On December 3, 2014, the Company entered into a Note Purchase Agreement and sold to certain purchasers (collectively, the “Purchasers”) $ 400.0 million in aggregate principal amount of senior secured notes (the “Senior Notes”) consisting of (i) $ 100.0 million aggregate principal amount of 4.07 % Senior Notes, Series A, due December 3, 2024; (ii) $ 100.0 million aggregate principal amount of 4.19 % Senior Notes, Series B, due December 3, 2026; (iii) $ 100.0 million aggregate principal amount of 4.25 % Senior Notes, Series C, due December 3, 2027; and (iv) $ 100.0 million aggregate principal amount of 4.35 % Senior Notes, Series D, due December 3, 2029. Interest is due and payable quarterly, in arrears, on each of the Senior Notes. Proceeds from the Note Purchase Agreement are being used for general corporate purposes. On July 21, 2016, the Company entered into Amendment No. 1 to Note Purchase Agreement (the “First Amendment to Note Purchase Agreement”) which amended certain terms of the Note Purchase Agreement, including providing for increased flexibility substantially consistent with the changes included in the Second Amendment to Credit Agreement, including among other things increased covenant flexibility. The Company may prepay the Senior Notes, in whole or in part, at any time, subject to certain conditions, including minimum amounts and payment of a make-whole amount equal to the discounted value of the remaining scheduled interest payments under the Senior Notes. The Company’s obligations under the Note Purchase Agreement are guaranteed by certain of the Company’s domestic subsidiaries meeting materiality thresholds set forth in the Note Purchase Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and assets of the subsidiary guarantors. The obligations of the Company and its subsidiary guarantors under the Note Purchase Agreement will be treated on a pari passu basis with the obligations of those entities under the Credit Agreement as well as any additional debt the Company may obtain. The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends, or make distributions and repurchase stock, in each case subject to certain exceptions. The Company is also required to maintain compliance, measured at the end of each fiscal quarter, with a consolidated total net leverage ratio and a consolidated interest coverage ratio. The Note Purchase Agreement contains no restrictions on the payment of dividends and other restricted payments, as defined, as long as (1) the consolidated total net leverage ratio, as defined, both before and after giving effect to any such dividend or restricted payment on a pro forma basis, is less than 3.25 :1, in an unlimited amount, (2) if clause (1) is not available, so long as the consolidated total net leverage ratio both before and after giving effect to any such dividend on a pro forma basis is less than 3.50 :1, in an aggregate amount not to exceed the available amount, as defined, and (3) if clauses (1) and (2) are not available, in an aggregate amount not to exceed $50.0 million ; provided, that, minimum liquidity, as defined, shall be not less than $75.0 million both before and after giving effect to any such dividend or restricted payment on a pro forma basis. As of July 31, 2020, the consolidated total net leverage ratio was ( 0.03 ):1. Minimum liquidity as of July 31, 2020 was $ 1.5 billion. Accordingly, the Company does not believe that the provisions of the Note Purchase Agreement represent a significant restriction to its ability to pay dividends or to the successful future operations of the business. The Company has not paid a cash dividend since becoming a public company in 1994. The Company was in compliance with all covenants related to the Note Purchase Agreement as of July 31, 2020. As of July 31, 2020, future payments on the Revolving Loan Facility and Note Purchase Agreement were as follows: (In thousands) July 31, (1) 2021 $ — 2022 — 2023 — 2024 — 2025 100,000 Thereafter 300,000 Total future payments $ 400,000 (1) Currently there are no outstanding balances on the Revolving Loan Facility. 85 Table of Contents NOTE 9 – Fair Value Measures The following table summarizes the carrying values and fair values of the Company’s financial instruments that were not carried at fair value in the consolidated balance sheets: July 31, 2020 July 31, 2019 (In thousands) Carrying Value Total Fair Value Total Carrying Value Total Fair Value Total Assets Cash equivalents $ 11,483 $ 11,483 $ 12,389 $ 12,389 Total Assets $ 11,483 $ 11,483 $ 12,389 $ 12,389 Liabilities Long-term fixed rate debt, including current portion $ 399,698 $ 449,731 $ 399,638 $ 411,510 Total Liabilities $ 399,698 $ 449,731 $ 399,638 $ 411,510 During the year ended July 31, 2020, no transfers were made between any levels within the fair value hierarchy. The fair value of the Senior Notes is based on the discounted value of each interest and principal payment calculated utilizing market interest rates of similar types of borrowing arrangements and was classified within Level II of the fair value hierarchy. See Note 1 — Summary of Significant Accounting Policies and Note 8 — Long-Term Debt . NOTE 10 — Net Income Per Share The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding: Year Ended July 31, (In thousands) 2020 2019 2018 Weighted average common shares outstanding 233,202 230,489 231,793 Effect of dilutive securities — stock options 5,454 9,964 10,084 Weighted average common and dilutive potential common shares outstanding 238,656 240,453 241,877 There were no material adjustments to net income required in calculating diluted net income per share. Excluded from the dilutive earnings per share calculation were 1,575,167 ; 3,045,000 ; and 4,788,004 options to purchase the Company’s common stock for the years ended July 31, 2020, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive. NOTE 11 — Stockholders’ Equity General The Company has authorized the issuance of 400 million shares of common stock, with a par value of $ 0.0001 , of which 235,315,337 shares were issued and outstanding at July 31, 2020. As of July 31, 2020 and 2019, the Company had reserved 12,977,173 and 20,502,335 shares of common stock, respectively, for the issuance of options, restricted stock or restricted stock units granted under the Company’s stock option plans and 1,303,592 and 1,426,698 shares of common stock, respectively, for the issuance of shares under the Copart, Inc. Employee Stock Purchase Plan (“ESPP”). The Company has authorized the issuance of five million shares of preferred stock, with a par value of $ 0.0001 , none of which were issued or outstanding at July 31, 2020 or 2019, which have the rights and preferences as the Company’s Board of Directors shall determine, from time to time. 86 Table of Contents Stock Repurchases On September 22, 2011, the Company’s Board of Directors approved an 80 million share increase in the stock repurchase program, bringing the total current authorization to 196 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time. For fiscal 2020 and 2018, the Company did not repurchase any shares of its common stock under the program. For fiscal 2019, the Company repurchased 7,635,596 shares of its common stock under the program at a weighted average price of $ 47.81 per share totaling $ 365.0 million. As of July 31, 2020, the total number of shares repurchased under the program was 114,549,198 , and 81,450,802 shares were available for repurchase under the program. In fiscal 2018, certain members of the Company’s Board of Directors exercised stock options through cashless exercises. In fiscal 2019, the Company’s former President exercised all of his vested stock options through a cashless exercise. In fiscal 2020, the Company's Chief Executive Officer exercised all of his vested stock options through a cashless exercise. A portion of the options exercised were net settled in satisfaction of the exercise price. The Company remitted $ 101.3 million, $ 45.6 million, and no amounts for the years ended July 31, 2020, 2019 and 2018, respectively, to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements. The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Employee Stock Based Tax Withholding (in 000s) FY 2018—Q2 80,000 $ 6.54 11,996 — 68,004 $ 43.60 $ — FY 2019—Q3 3,000,000 17.81 945,162 806,039 1,248,799 56.53 45,565 FY 2020—Q1 4,000,000 17.81 865,719 1,231,595 1,902,686 82.29 101,348 (1) Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against the Company’s stock repurchase program. Employee Stock Purchase Plan The ESPP provides for the purchase of up to an aggregate of 10 million shares of common stock of the Company by employees pursuant to the terms of the ESPP. The Company’s ESPP was adopted by the Board of Directors and approved by the stockholders in 1994. The ESPP was amended and restated in 2003 and again approved by the stockholders. In 2014, a new ESPP was approved by the Board of Directors and approved by the stockholders. Under the ESPP, employees of the Company who elect to participate have the right to purchase common stock at a 15 % discount from the lower of the market value of the common stock at the beginning or the end of each six month offering period. The ESPP permits an enrolled employee to make contributions to purchase shares of common stock by having withheld from their salary an amount up to 10% of their compensation (which amount may be increased from time to time by the Company but may not exceed 15 % of compensation). No employee may purchase more than $ 25,000 worth of common stock (calculated at the time the purchase right is granted) in any calendar year. The Compensation Committee of the Board of Directors administers the ESPP. The number of shares of common stock issued pursuant to the ESPP during the years ended July 31, 2020, 2019 and 2018 was 123,106 ; 177,043 ; and 185,168 ; respectively. As of July 31, 2020, there were 8,776,482 shares of common stock issued pursuant to the ESPP and 1,303,592 shares remain available for purchase under the ESPP. Stock Options In December 2007, the Company adopted the Copart, Inc. 2007 Equity Incentive Plan (Plan), presently covering an aggregate of 32 million shares of the Company’s common stock. The Plan provides for the grant of incentive stock options, restricted stock, restricted stock units and other equity-based awards to employees and non-qualified stock options, restricted stock, restricted stock units and other equity-based awards to employees, officers, directors and consultants at prices not less than 100% of the fair market value for incentive and non-qualified stock options, as determined by the Board of Directors at the grant date. Incentive and non-qualified stock options may have terms of up to ten years and vest over periods determined by the Board of Directors. Options generally vest ratably over a five year period. The Plan replaced the Company’s 2001 Stock Option Plan. As of July 31, 2020, 4,833,806 shares were available for grant under the Plan and the number of options that were in-the-money was 8,058,644 at July 31, 2020. 87 Table of Contents In October 2013, the Compensation Committee of the Company’s Board of Directors, subject to stockholder approval (which was subsequently obtained at the December 16, 2013 annual meeting of stockholders), approved the grant to each of the Company’s former President, and A. Jayson Adair, the Company’s Chief Executive Officer, of nonqualified stock options to purchase 3,000,000 and 4,000,000 shares of the Company’s common stock, respectively, at an exercise price of $ 17.81 per share, which equaled the closing price of the Company’s common stock on December 16, 2013, the effective date of grant. Such grants were made in lieu of any cash salary or bonus compensation in excess of $1.00 per year or the grant of any additional equity incentives for a five year period. Each option became exercisable over five years , subject to continued service by Mr. Adair and the Company’s former President, with 20 % vesting on April 15, 2015 and December 16, 2014, respectively, and the balance vesting monthly over the subsequent four years . On December 16, 2018, the option held by the Company’s former President became fully vested and on April 15, 2019, the option held by Mr. Adair became fully vested. The fair value of each option at the date of grant using the Black-Scholes Merton option-pricing model was $ 5.72 . The total compensation expense recognized by the Company over the five year service period for these options was $ 38.8 million. The Company recognized no expense, $ 4.3 million, and $ 7.2 million in compensation expenses for these grants in the years ended July 31, 2020, 2019 and 2018, respectively. In June 2020, the Compensation Committee of the Company’s Board of Directors, approved the grant to A. Jayson Adair, the Company’s Chief Executive Officer of nonqualified stock options to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $ 85.04 per share, which equaled the closing price of the Company’s common stock on June 12, 2020, the effective date of grant. The grant was made in lieu of any cash salary or bonus compensation in excess of $1.00 per year or the grant of any additional equity incentives for five years . The option will become exercisable over five years , subject to continued service by Mr. Adair, with 20% vesting on June 12, 2021, and the balance vesting monthly over the subsequent four years. Separate and apart from the time-based vesting schedule, the options are also subject to market based vesting, such that no options will be exercisable unless and until the average closing price in trading of Copart, Inc., common stock on the NASDAQ Global Select Market is greater than or equal to $ 106.30 per share (which is an amount equivalent to 125 % of the exercise price of the options) for a period of 20 consecutive trading days. The option held by Mr. Adair will become fully vested, assuming continued service by Mr. Adair on June 12, 2025. The fair value of each option at the date of grant using the Monte Carlo simulation model was $ 25.47 , with an expected life of 7.64 years, a risk-free interest rate of 0.71 %, estimated volatility of 25.2 %, and no expected dividends. The total estimated compensation expense to be recognized by the Company over the five year estimated service period for these options is $ 25.5 million. The following table details stock-based compensation recognized by the Company for stock options and restricted stock awards: Year Ended July 31, (In thousands) 2020 2019 2018 General and administrative $ 17,567 $ 18,254 $ 19,351 Yard operations 5,755 5,191 3,870 Total stock-based compensation $ 23,322 $ 23,445 $ 23,221 There were no material compensation costs capitalized as part of the cost of an asset as of July 31, 2020 and 2019. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the award. In accordance with ASC 718, Compensation - Stock Compensation , the Company made an estimate of expected forfeitures and recognized compensation cost only for those equity awards expected to vest. A summary of the status of the Company’s non-vested shares from stock option awards and its activity during the year ended July 31, 2020 was as follows: (In thousands, except per share amounts) Shares Weighted Average Grant- date Fair Value Non-vested shares at July 31, 2019 4,209 $ 11.05 Grants of non-vested shares 1,175 24.89 Vested ( 1,874 ) 9.98 Forfeitures or expirations ( 207 ) 7.82 Non-vested shares at July 31, 2020 3,303 $ 17.58 88 Table of Contents The following is a summary of activity for the Company’s stock options for the year ended July 31, 2020: (In thousands, except per share and term data) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In years) Aggregate Intrinsic Value Outstanding as of July 31, 2019 14,552 $ 26.29 6.04 $ 745,592 Grants of options 1,175 85.45 Exercises ( 7,461 ) 19.15 Forfeitures or expirations ( 207 ) 29.95 Outstanding as of July 31, 2020 8,059 $ 41.44 6.72 $ 417,529 Exercisable as of July 31, 2020 4,756 $ 28.17 5.46 $ 309,493 Vested and expected to vest as of July 31, 2020 7,758 $ 41.14 6.77 $ 404,240 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the year ended July 31, 2020 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options on July 31, 2020. The aggregate intrinsic value of options exercised was $ 476.3 million, $ 215.4 million and $ 111.5 million in the years ended July 31, 2020, 2019 and 2018, respectively, and represents the difference between the exercise price of the option and the estimated fair value of the Company’s common stock on the dates exercised. As of July 31, 2020, the total compensation cost related to non-vested stock-based awards granted to employees under the Company’s stock option plans but not yet recognized was $ 49.5 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted average remaining term of 3.49 years and will be adjusted for subsequent changes in estimated forfeitures. The fair value of options vested for the years ended July 31, 2020, 2019 and 2018 was $ 19.2 million, $ 21.3 million and $ 19.1 million, respectively. The following table summarizes stock options outstanding and exercisable as of July 31, 2020: (In thousands, except per share amounts) Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Weighted Average Exercise Price $ 12.48 — $ 17.64 259 2.53 $ 14.26 258 $ 14.25 $ 17.73 — $ 27.93 3,138 4.90 19.81 3,045 19.64 $ 30.97 — $ 36.32 1,393 7.12 35.69 573 35.73 $ 43.96 — $ 88.58 3,269 8.62 66.81 880 56.87 Outstanding as of July 31, 2020 8,059 6.72 $ 41.44 4,756 $ 28.17 The Company recognizes compensation expense for restricted stock awards on a straight-line basis over the requisite service period of the award. The following is a summary of activity for the Company’s restricted stock for the for the year ended July 31, 2020: (In thousands, except per share data) Restricted Shares Weighted Average Grant Date Fair Value Outstanding as of July 31, 2019 134 $ 56.62 Grants of restricted stock 68 82.33 Vested restricted stock ( 74 ) 60.74 Forfeited restricted stock ( 23 ) 59.03 Outstanding as of July 31, 2020 105 $ 69.86 89 Table of Contents NOTE 12 — Income Taxes Income before taxes consisted of the following: Year Ended July 31, (In thousands) 2020 2019 2018 U.S. $ 740,171 $ 634,874 $ 501,961 International 60,668 70,077 60,550 Total income before taxes $ 800,839 $ 704,951 $ 562,511 Income tax expense (benefit) from continuing operations consisted of the following: Year Ended July 31, (In thousands) 2020 2019 2018 Federal: Current $ 53,942 $ 59,848 $ 109,804 Deferred 21,019 27,779 17,094 74,961 87,627 126,898 State: Current 12,095 12,720 9,100 Deferred 565 702 ( 111 ) 12,660 13,422 8,989 International: Current 13,333 12,508 8,820 Deferred ( 22 ) ( 299 ) ( 203 ) 13,311 12,209 8,617 Income tax expense $ 100,932 $ 113,258 $ 144,504 A reconciliation of the expected U.S. statutory tax rate to the actual effective income tax rate is as follows: Year Ended July 31, (In thousands) 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 26.9 % State income taxes, net of federal income tax benefit 1.6 % 1.4 % 1.3 % International rate differential 0.1 % 0.3 % ( 0.8 ) % Compensation and fringe benefits (1) ( 11.2 ) % ( 6.4 ) % ( 3.5 ) % GILTI, FDII, and transition tax ( 0.3 ) % ( 0.7 ) % 2.2 % Deferred tax remeasurement — % — % ( 0.8 ) % Other differences 1.4 % 0.5 % 0.4 % Effective tax rate 12.6 % 16.1 % 25.7 % (1) Included in the compensation and fringe benefits rate reconciliation is the impact of the Company’s adoption of ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. Under this standard, all excess tax benefits and tax deficiencies related to exercises of stock options are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. 90 Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) are presented below: July 31, (In thousands) 2020 2019 Deferred tax assets: Allowance for doubtful accounts $ 1,141 $ 919 Accrued compensation and benefits 13,217 18,397 State taxes 460 559 Accrued other 4,763 3,312 Deferred revenue 1,950 1,322 Losses carried forward 15,092 7,631 Federal tax benefit 9,872 7,998 Total gross deferred tax assets 46,495 40,138 Less: Valuation allowance ( 15,429 ) ( 8,578 ) Net deferred tax assets 31,066 31,560 Deferred tax liabilities: Vehicle pooling costs ( 15,291 ) ( 15,731 ) Property and equipment ( 62,123 ) ( 38,475 ) Prepaid insurance ( 1,411 ) ( 987 ) Intangibles and goodwill ( 23,714 ) ( 24,639 ) Total gross deferred tax liabilities ( 102,539 ) ( 79,832 ) Net deferred tax liabilities $ ( 71,473 ) $ ( 48,272 ) The above net deferred tax assets and liabilities have been reflected in the accompanying consolidated balance sheets as follows: July 31, (In thousands) 2020 2019 U.S. non-current liabilities $ ( 66,082 ) $ ( 44,499 ) International non-current liabilities ( 5,391 ) ( 3,773 ) Net deferred tax liabilities $ ( 71,473 ) $ ( 48,272 ) On December 22, 2017 legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Act”), was enacted. The Act included a one-time tax on accumulated unremitted earnings of the Company’s foreign subsidiaries (“Transition Tax”). In fiscal 2018, the Company recorded a $ 12.4 million Transition Tax charge. The Act reduced the federal statutory tax rate from 35.0 % to 21.0 %, effective January 1, 2018, which results in federal statutory tax rates for the Company of 21.0 %, 21.0 %, and 26.9 % for fiscal years 2020, 2019 and 2018, respectively. In fiscal year 2018 the Company recorded a $ 4.3 million benefit to remeasure deferred taxes as of the enactment date of the Act to reflect the federal statutory rate reduction. In fiscal year 2019, the Company completed its accounting for the tax effects of the enactment of the Tax Act and recorded a discrete decrease in tax expense of $ 1.1 million, whose effect on the Company’s effective tax rate was immaterial. The Act contains Global Intangible Low-Taxed Income (“GILTI”) provisions, which first impacted the Company in fiscal year 2019. The GILTI provisions effectively subject income earned by the Company's foreign subsidiaries to current U.S. tax at a rate of 10.5%, less foreign tax credits. Under U.S. GAAP, the Company can make an accounting policy election to either recognize deferred taxes for temporary differences expected to impact GILTI in future years or provide for tax expense related to GILTI in the year the tax is incurred as a period expense. The Company has elected to treat tax generated by GILTI provisions as a period expense. The Act also includes a favorable tax treatment for certain Foreign Derived Intangible Income (“FDII”), effective for the Company starting August 1, 2018. The Company’s estimate for both GILTI and FDII did not materially impact the effective income tax rate or income tax expense for the fiscal year ended July 31, 2020 or 2019. 91 Table of Contents As of July 31, 2020 and 2019, the Company had foreign operating losses and a U.S. federal tax credit carryforward of $ 15.1 million and $ 8.2 million, respectively. The foreign operating losses, subject to certain limitations, usually can be carried forward indefinitely. The U.S. federal related tax credit, if not used, would start to expire after 2026. The Company’s ability to realize deferred tax assets is dependent on its ability to generate future taxable income. Accordingly, the Company has established a valuation allowance in taxable jurisdictions where the utilization of the tax assets is uncertain. Additional timing differences or future tax losses may occur which could warrant a need for establishing additional valuation allowances against certain deferred tax assets. The valuation allowance for the years ended July 31, 2020 and 2019 was $ 15.4 million and $ 8.6 million, respectively. The valuation allowance for deferred tax assets primarily related to operating losses in certain international jurisdictions and certain tax credits that are unlikely to be realized. The following table summarizes the activities related to the Company’s unrecognized tax benefits resulting from uncertain tax positions: July 31, (In thousands) 2020 2019 2018 Beginning balance $ 27,537 $ 21,322 $ 19,269 Increases related to current year tax position 8,196 6,588 5,169 Prior year tax positions: Prior year increase 6,390 800 554 Prior year decrease ( 1,603 ) ( 305 ) ( 2,079 ) Cash settlement ( 1,182 ) ( 534 ) ( 519 ) Lapse of statute of limitations ( 3,215 ) ( 334 ) ( 1,072 ) Ending balance $ 36,123 $ 27,537 $ 21,322 As of July 31, 2020 and 2019, if recognized, the portion of liabilities for unrecognized tax benefits resulting from uncertain tax positions that would favorably affect the Company’s effective tax rate was $ 29.0 million and $ 22.0 million , respectively. It is possible that the amount of unrecognized tax benefits will change in the next twelve months, due to tax legislation updates or future audit outcomes; however, an estimate of the range of the possible change cannot be made at this time. The Company recognizes interest and penalties related to income tax matters in income tax expense. As of July 31, 2020, 2019 and 2018, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 8.9 million, $ 7.6 million and $ 6.0 million, respectively. The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently under examination by certain taxing authorities in the U.S. for fiscal years between 2014 and 2018. At this time, the Company does not believe that the outcome of any examination will have a material impact on the Company’s consolidated results of operations and financial position. The Act significantly lowered the additional federal income tax upon the repatriation of undistributed earnings generated by our foreign subsidiaries. As the Company determined these undistributed foreign earnings along with any additional outside basis differences were indefinitely reinvested as of July 31, 2020, no deferred tax was therefore provided. Although the Company would not anticipate any significant tax liability associated with the repatriation of the undistributed earnings, which were $ 163.0 million as of July 31, 2020, nevertheless, it is not practical to estimate the amount of deferred tax liability related to the entire outside basis differences due to the complexity of the calculation and the uncertainty regarding assumptions necessary to compute the tax. The Company’s effective income tax rates were 12.6 %, 16.1 %, and 25.7 % for fiscal 2020, 2019 and 2018, respectively. The Company’s U.S. federal statutory tax rate for fiscal year 2020 was 21.0 % and was negatively impacted by $ 1.7 million of discrete tax items related to amending previously filed income tax returns. The effective tax rate for the fiscal year ending July 31, 2019, was computed based on a reduced blended U.S. federal statutory tax rate of 21.0 % and was favorably impacted by $ 10.2 million of discrete tax items related to amending previously filed income tax returns. The effective tax rate for the fiscal year ending July 31, 2018, was computed based on a reduced blended U.S. federal statutory tax rate of 26.9 % and included the effects of the Act. The tax rates were also impacted from the result of recognizing excess tax benefits from the exercise of employee stock options of $ 92.5 million, $ 46.1 million and $ 21.3 million, for the years ended July 31, 2020, 2019 and 2018, respectively. 92 Table of Contents NOTE 13 — Segments and Other Geographic Reporting The Company’s U.S. and International regions are considered two separate operating segments and are disclosed as two reportable segments. The segments represent geographic areas and reflect how the chief operating decision maker allocates resources and measures results, including total revenues and operating income. The following tables present financial information by segment: Year Ended July 31, 2020 (In thousands) United States International Total Service revenues $ 1,714,724 $ 232,416 $ 1,947,140 Vehicle sales 145,962 112,481 258,443 Total service revenues and vehicle sales 1,860,686 344,897 2,205,583 Yard operations 827,802 144,685 972,487 Cost of vehicle sales 135,095 90,199 225,294 General and administrative 149,012 42,691 191,703 Operating income $ 748,777 $ 67,322 $ 816,099 Depreciation and amortization, excluding debt costs $ 90,635 $ 10,755 $ 101,390 Capital expenditures, including acquisitions 568,472 35,202 603,674 Total assets 2,901,158 554,103 3,455,261 Goodwill 262,423 81,199 343,622 Year Ended July 31, 2019 (In thousands) United States International Total Service revenues $ 1,537,431 $ 218,263 $ 1,755,694 Vehicle sales 119,138 167,125 286,263 Total service revenues and vehicle sales 1,656,569 385,388 2,041,957 Yard operations 751,653 136,458 888,111 Cost of vehicle sales 112,268 143,236 255,504 General and administrative 151,854 30,013 181,867 Operating income $ 640,794 $ 75,681 $ 716,475 Depreciation and amortization, excluding debt costs $ 75,135 $ 9,760 $ 84,895 Capital expenditures, including acquisitions 311,472 63,156 374,628 Total assets 2,094,592 453,025 2,547,617 Goodwill 256,998 76,323 333,321 93 Table of Contents Year Ended July 31, 2018 (In thousands) United States International Total Service revenues $ 1,385,238 $ 193,264 $ 1,578,502 Vehicle sales 105,784 121,409 227,193 Total service revenues and vehicle sales 1,491,022 314,673 1,805,695 Yard operations 730,865 116,003 846,868 Cost of vehicle sales 101,130 95,331 196,461 General and administrative 144,140 32,750 176,890 Impairment of long-lived assets — 1,131 1,131 Operating income $ 514,887 $ 69,458 $ 584,345 Depreciation and amortization, excluding debt costs $ 67,779 $ 10,819 $ 78,598 Capital expenditures, including acquisitions 255,868 40,829 296,697 Total assets 1,856,058 451,640 2,307,698 Goodwill 256,434 80,801 337,235 NOTE 14 — Commitments and Contingencies Commitments Letters of Credit Under a letter of credit facility separate from our Revolving Loan Facility, the Company had outstanding letters of credit of $ 24.6 million at July 31, 2020, which are primarily used to secure certain insurance obligations. Contingencies Legal Proceedings The Company is subject to threats of litigation and is involved in actual litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, contract disputes, and handling or disposal of vehicles. There are no material pending legal proceedings to which the Company is a party, or with respect to which any of the Company’s property is subject. The Company provides for costs relating to matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of any such matters on the Company’s future consolidated results of operations and cash flows cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of any such matters. The Company believes that any ultimate liability would not have a material effect on its consolidated results of operations, financial position, or cash flows. However, the amount of the liabilities associated with claims, if any, cannot be determined with certainty. The Company maintains insurance which may or may not provide coverage for claims made against the Company. There is no assurance that there will be insurance coverage available when and if needed. Additionally, the insurance that the Company carries requires that the Company pay for costs and/or claims exposure up to the amount of the insurance deductibles. NOTE 15 — Guarantees — Indemnifications to Officers and Directors The Company typically enters into indemnification agreements with its directors and certain of its officers to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by the directors and officers as a result of any lawsuit, or any judicial, administrative or investigative proceeding in which the directors and officers are sued as a result of their service to the Company. NOTE 16 — Related Party Transactions There were no amounts due to or from related parties as of July 31, 2020 and 2019. 94 Table of Contents NOTE 17 — Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan covering its eligible employees. The plan is available to all U.S. employees who meet minimum age and service requirements and provides employees with tax deferred salary deductions and alternative investment options. The Company matches 20 % of employee contributions up to 15 % of employee salary deferral. The Company recognized expenses of $ 1.9 million, $ 1.7 million, and $ 0.9 million, for the years ended July 31, 2020, 2019 and 2018, respectively, related to this plan. The Company also sponsors an additional defined contribution plan for its U.K. employees, which is available to all U.K. employees who meet minimum service requirements. The Company matches up to 5 % of employee contributions. The Company recognized expenses of $ 1.2 million, $ 0.9 million, and $ 0.7 million for the years ended July 31, 2020, 2019 and 2018, respectively, related to this plan. NOTE 18 — Quarterly Financial Information (Unaudited) (1) Fiscal Quarter Fiscal Year 2020 (In thousands, except per share data) First Second Third Fourth Total revenue $ 554,424 $ 575,140 $ 550,360 $ 525,659 Gross profit 254,869 259,889 242,613 250,431 Operating income 205,391 209,892 195,101 205,715 Income before income taxes 202,082 205,074 191,800 201,883 Net income attributable to Copart, Inc. 218,180 168,707 147,487 165,533 Basic net income per common share $ 0.94 $ 0.73 $ 0.63 $ 0.70 Diluted net income per common share $ 0.91 $ 0.71 $ 0.62 $ 0.69 Fiscal Quarter Fiscal Year 2019 (In thousands, except per share data) First Second Third Fourth Total revenue $ 461,368 $ 484,898 $ 553,116 $ 542,575 Gross profit 195,918 208,226 251,579 242,619 Operating income 151,440 164,739 207,494 192,802 Income before income taxes 148,786 164,966 204,129 187,070 Net income attributable to Copart, Inc. 114,083 131,373 192,741 153,496 Basic net income per common share $ 0.49 $ 0.57 $ 0.85 $ 0.67 Diluted net income per common share $ 0.47 $ 0.55 $ 0.81 $ 0.64 (1) Earnings per share were computed independently for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year. 95