Good day everyone and welcome to today’s Copart’s Q3 Fiscal 2012 Earnings Conference Call. Today’s call is being recorded. I will now turn the conference to Jay Adair, Chief Executive Officer. Please go ahead sir.

Thank you, Augusta. Good morning everyone. We are really excited to report on the third quarter earnings for Copart. It's my pleasure to welcome you all to the call. Will Franklin and I are in two different locations today. So, I’m going to turn the call over to him, he will go through his prepared remarks, I’ll add little color towards the end and then we will open up for questions. So, with that it's my pleasure to introduce to you Will Franklin, CFO for Copart.

Thank you, Jay and good morning everyone. Before we begin our comments I’d like to remind everyone on the call that our remarks will contain forward-looking statements. These include statements concerning our views and trend in our business. These statements neither promises nor guarantees that are subject to certain risk and uncertainties that could cause the final results to differ substantially from those projected or implied by our statements and comment. These risks include trends and average selling prices for cars and other factors that can affect our gross margin. For more complete discussion of the risk that effect our business please review the management’s discussion and analysis and the risk factors contained in the 10-Q, 10-K and other SEC filings. Now I will provide a few brief comments of our financial performance in our third fiscal quarter. Yesterday we reported our results for the third quarter of our 2012 fiscal year. Consolidated revenue was $244.1 million compared to $236.8 million for the same quarter last year, an increase of 3.1%. The growth in revenue was driven by higher revenue per car as unit sales volume was relatively flat due to the mild winter weather in United States and the lingering recession in the United Kingdom. The growth in revenue per car was driven by a moderate year-over-year increase in used car pricing and more importantly the change in our supplier mix. Non-insurance cars which on average command a higher average selling price than insurance cars comprised a larger portion of our total mix. In North America, the volume from non-insurance cars grew by almost 9% over the same quarter last year, and represented almost 21% of all cars sold during the quarter. The total number of purchased units sold decreased by 9.3% as we continue to migrate contracts in…

Thank you, Will. So, I’d like to go over the four points with respect to the quarter and add a little color on some of the topics that Will just brought out. I’d like to talk about mix and new business, give you little update on our Overdrive project; I’ll talk about an acquisition made in the recent quarter and then some of things that are going on in the marketing side. So, we will discuss the mix of business moving on the non-insurance side up to 21% in the quarter. This is the quarter that has been unseasonably low in terms of volume due to weather, [I’m just going to spend] everyone I believe on the call knows the quarter has just been one of which the year we had very little weather and our business obviously typically in the past as we have heavy snow and rain in the winter months, build inventory and then we sell that inventory off in Q3. So, we didn’t see the volume coming in through winter but at the same time we were able to grow the non-insurance book of business. I’d anticipate going forward that as things normalize in terms of weather in future years that this is just unseasonably low. We haven't seen this kind of a light, light winter in a long, long time. So, I think that’s a really positive thing to be able to finish the quarter with the numbers that we’ve been able to report and see the growth in non-insurance. The other thing I wanted to mention is that we talked in the last quarter about the nation-wide insurance account that we gained in the quarter and I wanted you all to know on the call that we did not move any of that business…

(Operator Instructions) Our first question will come from John Lovallo of Merrill Lynch.

I guess starting off with the share repurchases, you have been pretty consistent with buying back shares in the past and this quarter you did. I mean is there any change in philosophy there or is it just kind of a timing issue?

No, change in philosophy. We have been obviously very aggressive in buying back stock in the past. We look at our options that are out there. So, we’re sitting on today a little over 200 million in cash and the options that are out there either buying our stock back or buying other companies. And at this time, we’ve got some opportunity that exists. So we don't want to not have the ability to do that. So, it's important that we keep some cash on hand to be able to make acquisitions going forward. And in the future if we end up building again a really heavy cash position and we feel that the stock is a better opportunity than we go into the market and buy the stock.

Next, realizing that the accounting change shifted some of the seasonality in margin. Of course, the inventory build is going to dictate some of the margin level. I mean, historically speaking, the fourth quarter has been a pretty good margin quarter outside of any large inventory build, would you still think that would be the case?

I don't see any change in that trend, John.

And final, if I can sneak one more in here. I think Jay, you mentioned on the last call there were 12 facilities in the pipeline. I was just curious, are these new facilities being built or these just kind of already built in kind of just waiting to come online as demand?

Some of these are facilities that we own and we’re going to be turning on that we’ve got capacity issues in those markets and so we’ve got to take those facilities and turn them on. They have been facilities maybe in the past and they have been mothballed and now we’re going to light them backup. Some of them are properties that we have acquired and we have to build out. And so there will be capital expense to get those online and then some of them will be acquisitions that most likely will happen. So, we’re comfortable with that number at this time and we’re working on that. It's really a timing thing. Our goal is to try to get all that done in the next fiscal year. There may be some that gets pushed into the next year, but the odds are we will get them online, and we'll get those facilities turned on. The spend rather is just a timing issue. So, as we’re developing those yards and spending cash to build buildings and rock facilities and get them online, you are going to see the CapEx move. So, Will and I actually talked prior to the call, John, about whether or not we should try and give some CapEx numbers and we felt it was easier to let us finish the fourth quarter. We will report CapEx in the fourth quarter and then we will put an estimate. This is what we’ve done in the past. We tried to give you a range of what we think CapEx will be in the next fiscal year. And so we are going to stick with that. We decided not to try and guess, because we are in the middle of doing some deals right now on buying some land and getting some facilities brought online. So, it's just easier to report it at the end of the fourth quarter and then give you an estimate for the new fiscal year.

Our next question comes from Scott Stember of Sidoti & Company.

Could you maybe talk about how we should be looking at the pricing on this new nation-wide account. Just coming back to Allstate if I remember correctly initially in order to get the account there was some sessions on pricing and initially in the first year we saw some margin compression. Could you tell me how that could play out with regards to the new account?

Well, I can't go back in my head on Allstate. I can just tell you that this is an account we are really excited about gaining. They are very well respected company in the industry as is Allstate. To be able to sign something like it, it really confirms the model that we got and validates what we are doing as a company in terms of service and returns and all of the things that insurers care about. We were competitive in our bid, but not overly competitive. I mean it’s not like we are unhappy with what we will be making on the contracts. I can’t give you specific numbers. We will report those earnings as they come out in the next fiscal year, but we are happy with the deal. That’s the key. I mean the key here is that we didn’t do a deal that was to end up not being happy with how the returns would be or the margins would be. We are really happy with how we are going to be looking going forward.

Okay. Maybe you could just talk or flush out a little bit what’s going in the UK. You talked about some weakness just given the overall economy. Could you just talk about how the business is trending over there?

Yes. They are doing a great job. I mean Nigel and the team that's over there that are working on running that business. They are doing a fantastic job in terms of picking up vehicles in prospect, but we will talk about it in opening remarks. I mean, the UK. has definitely felt the effects of the economy and the recession. You have got high fuel prices, so to some extent I think people are driving less and you had an unseasonably low winter. My goodness, I mean the winter was just low across the U.S. and the UK. So, volumes are down and the accounts that we’ve got are there. There’s no meaningful loss of business. There is nothing material, what we’ve lost if any business that's been lost. We are continuing to gain business in that market. They are continuing to convert sellers over from purchase model to agency which we believe long-term is the right thing to do. There's some compression on margins when we do that or I should say on profitability not margins because obviously we don’t book the vehicle that we’re selling but we make less per car when we do it on an agency model. But it's the right long-term move. You want to be aligned with your customers’ interest and we’re buying the car we’re trying to buy as low as we can and sell for as much as we can and that puts us at odds. We’d rather be agency where we get a fee and then we and the insurer both on the same side trying to get as much as we can for the car and it's very transparent exactly what we make. So, we’re doing a great job, very happy with the market and I would expect as we see a normal winner a year from now that things will come back and eventually you’d expect that the economy will improve, at least you hope that right?

Yes, on many fronts, yes.

Yes.

Alright. And just last question, more of a big picture. Now that we’ve been in the UK for quite some time now, could you talk about your general thoughts about moving into Continental Europe, where we are with that and just some general comments?

Sure. I mean, we have something that we intend to do and we talked about that on prior calls. We have every intent to expand internationally and that will be something that we will be doing. I can’t tell you it's this quarter, the next quarter. There’s opportunities around the globe and we have to seize those opportunities that make sense first and I’m not willing to lay that out on a conference call and just tell you that we’re going to go in the markets that are going to be most welcoming first. And then the second piece will be where we’ve got a technology that we’re implementing in the next fiscal year and we’re not going to let that technology hold us off from moving into markets, but at the same time eventually you want to integrate just like when we bought the major company in London, we ran it on their platform for six months to a year, but eventually we want to integrate it to Copart and the VB2 technology and all the other benefits that we’ve got. So, we’re happy to buy a company out and run it on their systems for a while; but eventually it needs to be integrated. And so, once those systems go into play in the next fiscal year, it allows us to speed up the process in terms of expanding internationally compared to where we’ve been in the past. So, it's going to happen. It's just a matter of ticking the boxes and getting everything done, and when we do that then we will start a more aggressive expansion into some of those countries. But like I said on the last call, you are going to see some international expansion like you just did. You just saw the two facilities in Canada, but you are going to see more international expansion in the coming fiscal year. If you guys could ask for Will and myself too that would help just so we know who you want to answer the questions, that’d be great.

Our next question comes from Jason Ursaner of CJS Securities.

For Jay. On the SG&A and some of the marketing initiatives. I know you don't want to I guess give specifically, but directionally from a cost perspective as those come online, should we be thinking about this level as sort of the trough in SG&A spending or do you think there’s still room to go there?

No. We continued to spend. So, I don’t see SG&A going up dramatically in the next fiscal year. What will be 23 and change in the quarter, we could end up being 25 a quarter, but I wouldn't expect it to be 30 a quarter as an example.

Also for you, the ASPs they are still near record high and then I know you know all the variable demand for cars is very high, but you have new cars selling more of them which pressures price, you’ve talked about the ageing fleet before. I’m just wondering if you could go through some of the variables and give your view on where you see ASPs going?

I would expect ASPs to come down over time. They are up because of demand and there is still short supply rather. Yes, they are starting to sell some more new cars, but now we're four years baked into this thing now of not selling cars. You can run the numbers a few different ways, you can look at the total population, it's something over 200 million cars, you can look at the usable population pulling out vehicles that give low mileage or third cars in families that kind of thing, and knock the number down to 150 million vehicles. But either way you slice it, we’ve gone from 17, 18 million to 10 to 12 million. So, there is a good 20 million cars that are missing out of the mix because we have continued to have to crush vehicles at the same rates that we have in the past. We see an aging fleet, we see high demand, and so we see the prices of vehicle higher. As the older vehicles come through, it should bring down, that’s our anticipation anyway, is the average selling price would come off, but we would start seeing a lot more units going through. A new car is very difficult to total a five-year old car, which is in ‘07 now. When we started the recession in ‘08, if you are in the auto business, we think of it more like a depression, but if you sit back and go to ‘08 and look at trying to total ‘07, that wasn’t easy to do. As you sit today, that's a five year old vehicle. So, when it gets in an accident, the probability of it becoming a total loss is much, much higher. So, going forward we should see ASPs come off.…

Just if I could squeeze one more little one in, do you have a sense for how far down the market was in the North American salvage? Obviously, you talked about the winter. Were your results do you think they are still outperforming that market and was the actual overall market down even more than where you guys were given the weather?

Yes, I think we're outperforming the market. It's hard to know though, right? You have to look at the existing accounts that you have got. So, we take national accounts, and we look at where the volume is with those national accounts and we know that that volume is down. That we can see. If you ask insurers are they totaling more cars this quarter than they did last quarter and the answer is going to be no. They are totaling less cars. So, to be able to deliver the results we delivered, the growth in non-insurance and be able to maintain the number of units going through we’re really happy with those results. My expectations would be that that won’t be the case in the next year that we’re to see additional volume coming through. For one, I don't expect to see the same kind of winter. But who knows. We will see what happens with the winter. I remember the days of sitting on calls 10 years ago and talking about El Nino. So, hopefully, we don’t end up like that. (Inaudible) because that gets a little bit ridiculous. But the weather is going to be what it will be. The dynamic of aging vehicles will generate more units and so our expectation is, we’re going to be selling more cars going forward. We’re happy, really happy with the quarter and the growth that we saw both in insurance in terms of new accounts and primarily, the big win that we had in terms of a national agreement, very happy with that. Then we’re really happy with the non-insurance growth. So, company-wide we’re seeing growth. It's just we’re sitting in an environment right now for obvious reasons that we’ve talked about already why the volume is not where it has been traditionally.

We will go next to Bill Armstrong of C.L. King & Associates.

Just to follow-up a little bit on pricing, it looks like scrap metal prices and crushed body indexes that we look at are down a little bit year-over-year; the Manheim is about flat year-over-year. So, on the (inaudible) side, it looks like about flat. What's driving the higher price per vehicle in your auctions?

Well, we’ve talked about that before. I mean, the index we don't ignore the index. We don’t ignore the Manheim index. And we realize if there is a correlation there, but it's not an exact correlation. And we are sitting here today yes, scrap is down a little bit, it's almost flat for what it's down, especially you can say the scrap is one piece of the total value on a car and it's a smaller component of all the cars we sell. It's the major piece of the low end stuff. It's insignificant, it doesn't exist. It's insignificant on the parts cars or not as significant. It's completely doesn’t exist when you get into rebuilders they’re not looking at it at all. So, what we’re seeing internally is we’ve got marketing efforts that are bringing in new members every single month. I mean, the Ferrari example I gave you is a prime example of a member that's been on board three months and then steps into the market for a $300,000 plus unit. We are doing some phenomenal stuff on the marketing front to bring in members and make them aware of these cars and that's driving returns. So I think a piece of it is the Manheim index. I think the piece of it is the price of scrap, but I know for a fact that we're doing phenomenal stuff on the marketing side to generate higher returns. As long as we do that, and as long as we keep pushing that envelope, which we will in the next fiscal years, as we’re doing that we’re driving demand. This is the ultimate supply demand. We’re a middleman if there ever was one as a company. And so, we’re bringing in supply and we've got to outstrip that supply with demand. We’ve got to go out there and find more and more buyers for the product. And as long as we do that we’re going to keep pushing those average selling prices higher. With that said, we will always be subject to scrap prices. We will always be subject to used car pricing. So there’s a limit to what we can do, but I believe our efforts are big part of why you are seeing those ASPs so high.

Just one other quick one on the project Overdrive systems rollout. I was just wondering if you could just update us on how that's going in particular relative to on-schedule and on-budget.

Fantastic. Old systems go. We anticipate starting the process of [rolling technology] in the next fiscal year and will be completed in calendar ‘13 with the vast majority of what is project Overdrive. Project Overdrive by the way is a fiscal ‘12, ‘13 and ‘14 project. It's a three year project. It comes at the end of those fiscal year. So by the end of calendar ‘13, which will be second quarter of fiscal ‘14, we will be finishing off the vast majority of that and then at the end of fiscal ‘14 we will be closing out Overdrive. That component of our strategy will come to an end. We are big on that at Copart. Our team is really big on change and delivering change within set timeframes. So we have to quantify what that change will be and then we have to set the time in which that change will be implemented. And that’s why I can tell you it's a three-year project, it's not like Overdrive some three or four or five or six or it kind of goes on, it's not that way at all. We’ve got set dates, we plan to implement on these dates right now. It's all systems go. They are working towards those dates. We are on-track for the budgets we've talked about in the past and for the timeframes we’ve talked in the past. So, they're doing a great job. We are excited about what they are doing.

We will go next to Craig Kennison of Robert W Baird.

Will, may I start with you?

Certainly.

Do you know when the SAP amortization is going to hit the income statement? I know in the past you talked about it happening in fiscal 2013, but I’m wondering which quarter it might start?

Yes. It probably looks like it will be at the end of calendar ‘13, which would be the beginning of fiscal ‘14.

Jay, one of your competitive advantages has been that you control lots of salvage property. You’ve got this great footprint that would be almost impossible to replicate. It's a huge durable advantage, but I guess I’m curious about how many cars you are selling virtually with no need for physical handling of the car, because I’m wondering, how much you can scale without the need for the physical land that you control?

Yes. The current model that we are in right now is almost nine. I mean we want to bring the vehicle into our facility. We want to go through the process of receiving it, presenting it for sale, marketing the vehicle, and our experience has been doing that offsite is very limited. So, having access to the vehicle, having it on our facilities, at our facilities, is part and parcel. It's not just the marketing, there's a logistics piece. We break our company into three components. We’ve got a logistics company that moves all these vehicles in and out; we’ve got a technology company that markets and sells all these vehicles; and then we’ve got the landholding company that is storing all of these vehicles. And that component is huge to have the vehicle at our location, so that when the buyer buys the vehicle they know they don’t have to pick it up in three, four or five days. They can leave it there two, three, four weeks. They can set up with the purchase of eight other vehicles. They can run a nine car in and pick that vehicle up while they are picking up the other eight vehicles at seven other facilities or five other facilities. That’s all part and parcel to our product and what makes it tick. So, we do have an off-site product, we do sell some product off-site, but I don’t anticipate that that product will grow at the same pace as the product that we’ve got today where we bring cars in, market them, sell them, store them, we logistically work with the shipping companies and all the stuff that we do in that process.

And one more question to you Jay on Canada. Are you following a company into that marketplace or is this more of a greenfield opportunity where you’re looking to expand with new customers?

Well, in Canada, the acquisition we just made was a purchase of a company. I’d anticipate that the probability of acquiring companies is higher than the probability of greenfield in that market. But as you’ve seen in the U.S., we're quite capable of doing both. So, we will go into that market and continue to expand. At this moment, we need to build better network. We stepped into Canada and then a lot of things took place from ‘08 to today, and we’ve been working on our technology and you’re very familiar Craig with all the stuff we’ve been doing. So, we held off, but we’re not going to hold off anymore. We are now in the market and we will be looking to expand and furthering our coverage in that market to be more competitive.

(Operator Instructions) Edward Hemmelgarn of Shaker Investments.

This question is for Will. Will, did you say what the amount of money you spend in G&A was on just a move and things like that this quarter?

It's about $400,000 in our current quarter compared to 800,000 in the same quarter last year.

And about how much do you think you have left?

We think the total moves will be about $5 million and we spent about $3.5 million so far. Of course, that final number is uncertain the number of people have finally moved and a couple of other factors, but I think that's fair for your modeling.

So you expect the number to go up in the fourth quarter?

No. I don't think it will. I think it will tail off, it will cover more quarters.

(Operator Instructions) Mr. Adair, we have no other questions at this time.

Alright. Thanks Augusta. Hey, we want to thank you all for coming to the call. We look forward to reporting our results on the fourth quarter. We will see you all at that conference call and we thank you again for your support and hope you have a great week. Thanks again. Bye-bye.

That does conclude today’s conference. Thank you all for your participation.