Good day, everyone, and welcome to the Copart, Inc. Q3 Fiscal 2014 Earnings Call. Just a reminder, today's conference is being recorded. (Operator Instructions) For opening remarks and introductions, I would like to turn the call over to Mr. Jay Adair, Chief Executive Officer of Copart, Inc. You may go ahead, sir.

Thank you, [Chantelle] (ph). Good morning, everyone, and again welcome to the third quarter conference call for fiscal '14. I'm going to go ahead and turn it over to Will Franklin, our CFO, who will give you an update on the financial performance for the quarter, and then I'll go through some brief remarks, and then we'll open it up for question-and-answer. Thank you. Will?

Thank you, Jay. Before we begin our comments, I would like to remind everyone on the call that our remarks will contain forward-looking statements, including statements concerning our views of trends in our business. These statements are neither promises nor guarantees and are subject to certain risks and uncertainties that could cause the final results to differ substantially from those projected or implied by our statements and comments. The Company expressly disclaims any obligation to update or revise these statements and comments. For a more complete discussion of the risks that could affect our business, please review the 'Management's Discussion and Analysis' and the 'Risk Factors' contained in our 10-Q, 10-K and other SEC filings. Also during the call, we will be referencing both GAAP and non-GAAP financial measures, in particular non-GAAP revenue, gross margin, net income and net income per share. These non-GAAP measures include the impact of Hurricane Sandy and an impairment charge that we announced yesterday. Reconciliations of the non-GAAP financial measures can be found in the press release issued yesterday, which is also available on our Web-site. With that, I'll begin with a few brief comments about the financial results of our third quarter. Total revenue grew by $32.1 million or 11.6%. In the third quarter of last fiscal year, we had additional extraordinary revenue as a result of Hurricane Sandy of approximately $12.7 million. Excluding the Sandy impact, total revenue increased $44.8 million or 16.9%. Purchased car revenue grew by $1 million or approximately 2%. Service revenue increased by $31.1 million. The increase resulted from growth in our international operations which included acquisitions in Germany, Spain, United Arab Emirates, and Brazil of approximately $2.1 million, growth in the U.K. of $9.4 million which was tied to recent market share gains, and growth in North America…

Thank you, Will. Again, good morning everyone. Will gave you a pretty extensive update on the growth in revenue for the quarter. I'll talk a little bit about inventory, a little more color on that. And we've tried to explain the growth that's taken place in the last year with Hurricane Sandy as well as some of the costs we've got associated with technology and QCSA. I'm going to go ahead and start with QCSA. Since we've completely integrated that piece of the company, we will have some changes going forward that will be insignificant, we won't be talking about them. So it really is, that piece of the business is integrated. The DVAA is planned for the fourth quarter to be integrated, and there should be some costs that will go into the first quarter of fiscal '15 associated with that. So those two primary businesses are integrated. Our Crashed Toys division is already integrated and new Web-site is out. So, as we begin fiscal '15, that should be completed and done, and all integration is behind us from that standpoint. So, where we're at on standalone side? So we've currently got six Desert View Auto Auctions sites, 149 U.S. sites, 15 U.K. sites, five locations in Canada, one location in the UAE, five locations in Brazil, one location in Germany, and one location in Spain. So we have 183 locations. And we began three years ago a process of building new system as we entered a project we called Overdrive that comes to a close at the end of this fiscal year. The reason we have beginnings and endings to our projects is so that we can rationalize whether or not they make sense, and we believe going into this that building a new system that would allow…

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

First question would be just on the SAP system, I mean in your SEC filings it's clearly stated as a risk that if you're not able to implement this new system efficiently and effectively that it could hurt the financial performance. So I guess I understand keeping the same system in place maybe have less cost but are there strategic risks involved to not getting that in place? And then I guess the second part of that would be, is there additional investment that's needed in the current system to kind of bolster the connection with the international operations?

We've got a great domestic system. The purpose then going in for the new system was to implement our international strategy. And then our attitude was, well, if we're going to do this, we're going to go through the work of building a new system, let's make it robust enough so eventually it can replace the U.K. and the U.S. systems. And the way I explain it is, the $29 million write-off is a prime example. You're putting a huge number of resources on something. I don't believe that SAP is the right tool for us on the enterprise system, that was something we went into thinking that it was, and it takes time to do these things to find out and get visibility to realize if it's the right thing or the wrong thing. We've got great systems domestically. In five years, would I like to see those systems integrated worldwide with one instance? Sure I would, and I think that's something we can do, but we can do that in a much more pragmatic approach, module by module, application by application. The systems that we have today are very functional. It was never about replacing them because they don't get the job done. Look at the growth that we've seen in our revenue growth in the last two years, and those systems are very strong, very stable, capable of servicing our clients, everything is good there. That wasn't the intent. The intent was, hey, let's take advantage of new technology that's coming out. Five years ago, iPhones were kind of new. Let's take advantage of new technology where we're doing a lot of the work at the yard with iPhones and iPads and that kind of thing and let's build in a business warehouse, database warehouse where we…

That's very helpful. Thank you. If I could just follow with one quick follow-up here, it was my understanding that in this new ERP system, there was some financial reporting component which was already kind of integrated. So what happens with that now, I mean is there risk to that part of the system?

No, we're going to keep that component of the system. So, we'll be keeping the actual financial reporting tools or replacing the tools that we've got now. So that we are not switching, it's the enterprise system piece that we are not going to go down the path of trying to integrate.

Great. Thanks very much, guys.

Our next question will come from Ryan Brinkman, JPMorgan.

This is [indiscernible] here on behalf of Ryan. Just wanted to follow up on John's question here. In terms of the ERP implementation, does this change at all your strategic sort of delay in terms of strategic view on the expansion in the international markets in terms of expanding sites, does it push out anything in terms of your strategic expansion plans regarding those markets?

It doesn't really change the strategy in terms of where we want to go and what we want to do but it does slow it down a bit. So we've got another system that we've built, that we'll be improving, and doing one location at a time and integrating it. So, it's going to delay the integration, it will delay some of the international expansion, but it doesn't change the strategy. We're still going to be going after the same markets that we've identified and continuing that growth strategy.

Okay. And on the G&A cost front, just was wondering what the underlying rate looks like if once you reach a stable state? And I see that you had called out that ongoing QCSA G&A would be roughly 1.5, and when I look at some clean numbers, it fairly adds up to somewhere close to $30 million as an ongoing basis for G&A costs in a stable state. Is that sort of the way to think about it or are there any more incremental costs to be layered on?

We think our run rate basis will eventually arrive at a number that's lower than what we have now. It will take a number of quarters to get to that level and to rationalize the cost that are currently embedded in our system, particularly on the technology side. And like Jay said earlier, we can't give guidance on when those costs will leave our system.

And if I could quickly just ask on the vehicle sales revenue change year-over-year, there was $1 million increase, can you just sort of talk about the big puts and takes there, sort of what was the tailwind, what was the headwind, because the growth looked smaller than usual?

It was, primarily we had a little growth in Europe, but like I said, the change was insignificant, it was $1 million. So we had some growth in Europe, we had a decline in North America as we changed our focus to fewer cars but more profitable cars. So the margin was enhanced, total revenue number was down, but primarily there was no significant change.

Our next question will come from Robert Labick, CJS Securities.

This is [Robert Magic] (ph) filling in for Bob. [Indiscernible] in 2013, you had a pickup in RFPs which brought consolidation to the two largest players, yourself and a competitor, are any other more ways of RFPs likely, meaning is there more share to gain from the small players or you'd be holding industry volumes for growth domestically?

I would argue that there's always an RFP that's out there. So that was a unique scenario where there were two very large players that went through a process, that's not happening right now, but there's always business that we are tendering and trying to bring onboard.

That's helpful, thank you.

Our next question will come from Bret Jordan, BB&T Capital Markets. Bret Jordan - BB&T Capital Markets: Just a follow-up on the ERP issue and just sort of trying to figure out the forward impact on margins, it sounds like you're going to be spending less on an absolute dollar basis but expensing as opposed to capitalizing it, is that how to think about it?

No, that's not entirely correct. You want me to comment or did you want to cover it?

No, I think there will be an impact on the portion of the total spend that will be capitalized. I think in the short term we're going to capitalize less. I think over the long term, when I say long-term I'm talking about six to eight quarters, that you'll see an overall reduction in our spend on technology and a more measured approach to the rollout of different applications. As Jay said, instead of having a big bang approach to deploying a system that costs tens of millions of dollars, we'll pick one application, for example [assignment] (ph) entry or dispatch, we'll develop that application such that it can accommodate North America requirements, we'll roll that out internationally, and over the course of time we'll have a system that addresses our international operations as well as our domestic operations. At that point, our current system will be sunset. That can take years. But in terms of total spend, it will be at a lower level and a more measured approach.

So less capitalized and less spend. Bret Jordan - BB&T Capital Markets: Okay, thank you. And then one question sort of around the core business and inventory growth that's been four quarters of pretty significant expansion, as we saw the quarter progress, did the pace of inventory expansion decelerate out of the winter crash season, and I guess as we look sequentially, is the processing time coming down, is the ability to clear this inventory improving as we've gotten into the early part of fourth quarter?

The answer to both of those is, yes, marginally. So the pace of growth subsided somewhat this quarter, and on a sequential basis, the processing time also reduced. On a year-over-year basis, it was up nevertheless. When I say year-over-year, I'm talking about the processing time. Bret Jordan - BB&T Capital Markets: When do you think we're back to sort of a normalized processing time?

That's hard to predict. It could be several quarters. I think that this increase in volume has to be absorbed by the insurance industry itself in terms of their ability to clear these cars. We've done our calculations and we've tried to estimate, in that 12% same-store inventory growth, we estimate about 4% to 5% of that is due to processing time, which gets us back to an inventory growth excluding that of 7% to 8% which is pretty much in line with our same-store sales growth rate. So we start to triangulate to a number that appears to be playing to about a 7% growth.

Our next question will come from Craig Kennison, Robert W. Baird.

I think you mentioned that your plan is to get G&A down. I just want to clarify that that is in dollars or as a percentage of revenue?

Yes, in dollars.

In absolute terms, dollars.

Okay, that's helpful. And given your ability maybe to slow your investments internationally and spend less on key, does that cause you to rethink at all your capital allocation plan?

We review that every Board Meeting. So we're always thinking about it and always looking at our options, Craig.

Capital allocation consideration is primarily in our business, it's not just in things that we capitalize, it's in almost every dollar that goes out the door. So anyway, I just wanted to make that point as we discussed the allocation of capital.

That's fair. I'm getting lots of questions on whether you're going to buy back stock and trying to find a way to ask that question.

So you're not actually asking it?

Exactly. How about an update on the CFO search?

We're progressing. We have unique needs and we're looking for just the right person with this not only in terms of experience but in terms of personality and culture. Copart has its unique culture and for someone to thrive here, they have to be part of that, and so all I can say is that we're proceeding full speed ahead.

Our next question will come from Gary Prestopino from Barrington Research.

Most questions have been answered but I just want to clarify expenses related to the California shift of employees to Texas, that's basically over, right Jay?

We can have some in our next quarter but primarily it's over, yes. I'd say materially you're correct.

We've got – the only expenses that are really left, Gary, are some of the moving package expenses, stuff like that, that has a longer tail on it. So everybody is moved but there is, you've got some hiring that we've got to do, there is some cost associated with bringing new people in, headhunting fees, that kind of thing. You've got some lagging costs associated with moving, but we're almost there. So 2015 is, I'm looking forward to it being our most normalized year, barring another Hurricane Sandy which we don't want. But assuming that we just have weather and hailstorms and the things that are normal that happen across the country, I don't foresee anything that's going to be kind of out there and disallows us to get G&A normalized.

Right, and that also goes for with QCSA, right, by the beginning of fiscal '15, you'll be where you need to be in terms of the integration?

That's right.

It's a clean slate. So really it's just this issue revolving around technology spend, IT spend that you just work on?

That's right.

And let me just ask you, I have a simple mind here, why would it take you four quarters to get that rationalized to where you want it to be? If you're stopping developing on this ERP system that you thought you were going to get in place, why would it take so long for that to get rationalized as we go into fiscal '15?

I don't think it will take all four quarters but it will be something that we're working on now and you'll see the effects of that in Q4, Q1, Q2, but it should happen very quickly, but I don't like to say two quarters and it's three. So by saying fiscal '15, that gives us a nice area to work on and get that all taken care of. And some of this stuff that we're doing will take six months to implement. There are some changes that we'll be making that don't happen right away, but nothing there we can see today is more than a year to implement, and that was the reason behind it.

All right. So again, I don't want to get too much into modeling questions here but I think a lot of people are focusing on what's going to happen when all this is completed in terms of expenses related to all the initiatives that you have, we should kind of expect that as a percentage of sales the expenses, G&A expenses, on a year-over-year basis will be trending down, is that a proper assumption?

Yes.

Yes, it is.

Okay, thank you.

Our next question will come from Bill Armstrong, C.L. King & Associates. William R. Armstrong - C.L. King & Associates: So to clarify, the internally developed system that you're going to use instead of SAP, sounds like some of that's already in place and you just need to roll it out internationally but then there are other modules that are still yet to be developed, is that accurate?

Yes.

Yes, quite frankly, yes, and in fact that allowed us to make that decision. So we knew that SAP was at least a year and perhaps two years away and we needed to develop something in the interim to allow us to open up some of these international markets. So we embarked on developing that and what we saw as interim solution we liked so much, we thought that we could build upon that and that gave us the leeway to make the decision that we made.

It really boils down to, the system that we use today we have built ourselves, and the system that we are going to use internationally we built ourselves, and when you try to modify a system like SAP, it becomes a time and cost issue and we just weren't willing to stay married to that decision. William R. Armstrong - C.L. King & Associates: Okay, I see. And to change topics, could you talk about automotive or vehicle pricing trends at the auctions right now, are we going up, down, kind of holding steady?

Pricing in the third quarter is what we would expect pricing to be in the third quarter. It tends to peak in the second or third quarter and it comes off as you enter in the summer and that's what we've seen. We had I'd say no question of peak in the second quarter and it's been relative to that number, one month it will be up a little, one month down a little bit, but the returns look strong. We talked to our customers and right now returns look good and we're very happy with what we're seeing in terms of percentage of ACV and in whole dollar ASP. William R. Armstrong - C.L. King & Associates: Okay, so sounds like we're seeing a normal seasonal pattern. What about on a year-over-year basis, are we higher or lower?

A year ago you were selling Hurricane Sandy cars and they sold for more money. So you really can't compare that. Those were cars that didn't have collision damage and so those are vehicles that are going to bring more money at auctions. So you just can't compare year-over-year with Sandy involved. William R. Armstrong - C.L. King & Associates: Got it. Okay, thank you.

Our next question will come from John Lawrence, Stephens.

Just real quick, Will, you might've provided a little bit of this in your detail but can you separate for me just a little bit sort of gross margin, if you will, from the North America from the investment overseas and how that's impacting that operating margin domestically versus foreign?

Sure. I can talk about directionality. I can tell you that North America gross margins are almost as strong as they've ever been, we're very happy with that. Then if you look at U.K. margins, so their EBITDA contribution on a per car basis is what we look at is almost closer to the United States but the margins are much lower, the margins are about 45% lower than that of the United States simply because of the composition of their revenue. They have much more purchased car revenue. So as we grow U.K. revenue as a percentage of our total revenue and as we grow international revenue as a percentage of our total revenue, it has a suppressive impact on our gross margins. And so, it's hard to really analyze our business at the gross margin level because of that, because it is tied so closely to the percentage of our total revenue that comes from purchase activity. So we internally look at EBITDA per car as a metric that we should be focusing on.

All right. So overall, as you look at the overall model, nothing changes in the base model to get back to where we were say in '12 with that overall operating margin of closer to 31%, 32%?

No, I can't predict it on an overall basis, I can speak to each segment individually because all are so unique in their characteristics, and like I said, North America had a very strong gross margin quarter.

Right. And last question, not to beat a dead horse on the system, but can you quantify at all, remove all the starting and stopping, can you give us a pro forma when you looked to make this decision on an annual variable cost from what you're doing to what the SAP was going to cost, can you give us a delta of what those dollars are?

No, I'm sorry. It would be based on some assumptions I do in my head right now and I just don't want to give that number.

Great, thanks, good luck.

(Operator Instructions) Our next question will come from John Healy, Northcoast Research.

Jay, I wanted to ask about one of the positive comments you made about the salvage frequency moving higher as a percentage of accidents. Why don't you just give more color on where you think that metric is, what the conversations with your insurance customers have been like recently and where they think that metric can go and maybe some of the cost trends that drive that higher or drive that lower over the next maybe couple of years?

I think the biggest thing right now is vehicle age, you got an aging population of vehicles and that's obviously going to cause more of those vehicles to become total loss then. We're just seeing a lot of weather. I mean it's been a year of significant weather events. We were dealing with a call yesterday on some activity that we've got in the Northeast again. So, I intend that the trend will continue, mainly because of the age of the mix again, because vehicles are getting older. Cost of repair continually goes up. Value of vehicles continue to go gown as they get older and that just means more vehicles are going to be towed, it's just kind of basic math.

Okay. And I wanted to ask, you made a comment about a competitive win in the U.K., is there much going on and changing over there and I was just hoping to get a little bit more color on how the competitive landscape feels in the U.K. and maybe how you're winning some share there?

It's a very competitive market and I would say a market that changes quicker than the U.S. It's obviously a smaller market. The number of players is a much smaller number of players. The players tend to be larger accounts, meaning that the top 10 players in the U.K. control a larger share of the market than the top 10 players in the U.S. So it's a market where it's very quick to change, very progressive in terms of wanting the latest and the greatest products and services that are out there and very competitive. We've got – now I might be getting on the soapbox by telling you all the great things about us. So I obviously think we've got the best product and the best network of facilities and the lowest pickup times and the highest returns. So we as a team spend a considerable amount of time demonstrating our results both from a quantitative standpoint being objective and showing the numbers, and then also more of interacting with other customers and having them make testimonies on why they like doing business with Copart. So very aggressive, we had a great win, the team made that happen, the team in the U.K. made that happen, they are just on it, they do a wonderful job for the Company and for our customers out there, and I'd love to see that happen again next year, but who knows, that's something we are always shooting for.

Our next question will come from Bret Jordan, BB&T Capital Markets. Bret Jordan - BB&T Capital Markets: Just a follow-up to your comment on a per unit EBITDA and I think you were saying that U.K. all things adjusted are pretty close to the North American productivity, earlier in that prepared remarks you said that the international business, given the lack of scale to date, has been a drag. What's the difference I guess if we look at, or what's the delta between per unit EBITDA in established markets versus the international that you see?

I'm glad you brought up that comment. So let me clarify it. It's international excluding the U.K. So I mean U.K., like Jay said, they've got a model that's very similar to ours in terms of contribution. But the other countries, Brazil, GCC, Spain, Germany, they are just not there yet, they don't have – there's so much value to scale that it's hard to quantify and when you're less than 30% of the market, you can't do the things that you can when you exceed that number, and the U.S. and U.K. have done so and you can see the results. The others are in the process of growing their market share, but until they do so, the contributions just aren't close to what they are otherwise.

I'll just add to that a little bit. We have the teams built in the international markets excluding the U.K. that we have in the U.S. and the U.K. So we've got all the support from an analytics standpoint, we've got all the support from a technology IT standpoint, the marketing team, and you can go on and on and on and yet you don't have the vehicle flow going through yet, you don't have the vehicles to offset the cost which you got there. So it's much more front-end loaded with cost, and as the vehicles come in, those will create a market that's more like the U.S. and the U.K. Bret Jordan - BB&T Capital Markets: I guess just sort of get a feel of what the delta might be, are they half as productive, so the incremental unit takes up margin pretty quickly because you're leveraging the fixed overhead, but what's the starting point, how much less productive is international now?

I'll just tell you that they're much less than half. Bret Jordan - BB&T Capital Markets: Okay, thank you.

Speakers, at this time we have no further questions.

Okay, thank you. Appreciate everybody coming on the call. Thanks for the questions and it was a pleasure for us to be able to give you some flavor on how the quarter came in and how it looks and we look forward to reporting in Q4. Thank you.

Ladies and gentlemen, thank you for your participation. This does conclude today's conference. Have a great rest of your day and you may disconnect.