COPART INC
10-Q/A, 1999-03-15
AUTO DEALERS & GASOLINE STATIONS
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A



(Mark One)

/X/      Amendment No.1 to Quarterly report pursuant to Section 13 or 15(d) of
         the Securities Exchange Act of 1934 for the quarterly period ended
         October 31, 1998

                                       OR

/ /      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ____________ to
         ____________

                         Commission file number: 0-23255

                                  COPART, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             CALIFORNIA                                      94-2867490
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                    Identification Number)

                    5500 E. SECOND STREET, BENICIA, CA 94510
             (Address of principal executive offices with zip code)

       Registrant's telephone number, including area code: (707) 748-5000

                                       N/A
     (Former name, former address and former fiscal year, if changed since
                                  last report)

         Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.

                         YES   X       NO       
                            -------      -------

    Number of shares of Common Stock outstanding as of December 1, 1998:
                                13,317,710

<PAGE>

The Registrant is filing this Amendment No. 1 to Quarterly Report on 
Form 10-Q for the period ended October 31, 1998, in order to revise 
the discussion of its Year 2000 Compliance that is contained in the 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations section of said Report.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


YEAR 2000 COMPLIANCE

GENERAL
         Various year 2000 issues result from computer programs written using 
a two-digit date field rather than four to define the applicable year. 
Certain computer programs utilizing a two-digit date field may recognize a 
date using "00" as the year 1900 rather than the year 2000. This could 
potentially result in a system failure or miscalculations causing disruptions 
of operations, including, among other things, a temporary inability to 
process transactions, send invoices, or engage in other similar normal 
business activities.

         The Company's internal information technology (IT) systems include 
all hardware and software used in its computer systems. The Company's non-IT 
systems include telephone and alarm systems, office equipment, and motor 
vehicle electronic components.

COMPANY'S STATE OF READINESS
         The Company has completed an assessment of its internal information 
systems relative to the Year 2000 issue. The assessment has confirmed that 
the hardware and software the Company currently uses is Year 2000 compliant. 
In addition, the Company has surveyed non-IT systems and concluded that they 
are also Year 2000 compliant.

COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES
         The Company has not had any specific Year 2000 costs. The systems 
used by the Company are relatively new and Year 2000 compliance was built 
into these new systems.

RISKS TO THE COMPANY
         The Company has initiated informal communications with many of its 
significant third parties and suppliers (Insurance companies, Banks and State 
Motor Vehicle Departments) to determine the extent to which the Company is 
vulnerable to those third parties' failure to remedy their own Year 2000 
issues. The Company has received some assurances regarding these issues from 
these third parties, but there are no guarantees these third party systems 
will be compliant. In addition, the event of non-compliance may have a 
material effect on the operations of the Company. For example, if some of the 
Company's suppliers are not Year 2000 compliant it could impact the Company's 
ability to obtain orders from those suppliers.

         The Company believes its exposure to the Year 2000 issue will come 
mainly from third parties, either as the result of these parties not being 
prepared, or other parties these third parties rely upon not being prepared. 
Although there can be no assurance that unforeseen problems will not occur, 
the Company expects that all critical internal Year 2000 issues will be 
resolved as encountered.

CONTINGENCY PLANS
         The Company currently has no formal Year 2000 contingency plans.

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<PAGE>

                               SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                              COPART, INC.

                              /s/ Wayne R. Hilty
                              -----------------------------------------------
                              Wayne R. Hilty, Senior Vice President and Chief
                              Financial Officer (duly authorized
                              officer and principal financial and
                              accounting officer)
                              Date: March 11, 1999


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