COPART INC
10-Q, 1996-12-09
AUTO DEALERS & GASOLINE STATIONS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



(Mark One)
     
     /X/   Quarterly report pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934 for the quarterly period ended October 31, 1996


     / /   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 No.)



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



      Registrant's telephone number, including area code:  (707) 748-5003

                                       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 2, 1996: 
12,655,790
     
<PAGE>


                         PART I -  FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                          COPART, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                      October 31,         July 31,
                                                                         1996               1996
                                                                   --------------      -------------
                                                                      (unaudited)
<S>                                                                <C>                 <C>
     Current assets:
          Cash and cash equivalents                                $  15,393,700       $  13,026,200
          Accounts receivable, net                                    30,778,500          29,992,000
          Income taxes receivable                                             --             742,200
          Vehicle pooling costs                                        9,645,900           9,253,300
          Inventory                                                    1,390,300           1,456,400
          Deferred income taxes                                          378,400             378,400
          Prepaid expenses and other assets                            3,225,800           2,450,800
                                                                   --------------      -------------
     
               Total current assets                                   60,812,600          57,299,300
     
     Property and equipment, net                                      26,963,300          26,204,200
     Intangibles and other assets, net                                74,412,100          74,562,300
                                                                   --------------      -------------
     
               Total assets                                        $ 162,188,000       $ 158,065,800
                                                                   --------------      -------------
                                                                   --------------      -------------

                              LIABILITIES AND SHAREHOLDERS' EQUITY

     Current liabilities:
          Current portion of long-term debt                        $   2,297,100       $     772,800
          Accounts payable and accrued liabilities                    11,142,100          10,370,000
          Deferred revenue                                             5,742,600           5,570,500
          Income taxes payable                                           722,400                  --
                                                                   --------------      -------------
     
               Total current liabilities                              19,904,200          16,713,300
     
     Deferred income taxes                                               610,300             610,300
     Long-term debt, less current portion                              8,781,500          10,487,000
     Other liabilities                                                 4,161,300           4,010,200
                                                                   --------------      -------------
     
               Total liabilities                                      33,457,300          31,820,800
                                                                   --------------      -------------

     Shareholders' equity:
          Common stock, no par value - 30,000,000 shares authorized;
               12,655,713 and 12,641,213 shares issued and
               outstanding at October 31, 1996 and July 31, 1996,
               respectively                                          106,622,700         106,473,800
          Retained earnings                                           22,108,000          19,771,200
                                                                   --------------      -------------
     
               Total shareholders' equity                            128,730,700         126,245,000
                                                                   --------------      -------------
     
     Commitments and contingencies
     
               Total liabilities and shareholders' equity          $ 162,188,000       $ 158,065,800
                                                                   --------------      -------------
                                                                   --------------      -------------
</TABLE>

      See accompanying notes to consolidated financial statements.

                                    2
<PAGE>

                             COPART, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF INCOME
                                      (unaudited)

<TABLE>
<CAPTION>
                                                                     Three months ended October  31,
                                                                    --------------------------------
                                                                        1996                 1995    
                                                                    ------------       -------------
<S>                                                                 <C>                <C>
 Revenues                                                           $ 32,517,100       $  26,416,400
                                                                    ------------       -------------
 
 Operating expenses:
     Yard and fleet                                                   24,351,700          18,317,700
     General and administrative                                        2,558,200           2,407,500
     Depreciation and amortization                                     1,771,700           1,408,000
                                                                    ------------       -------------
 
          Total operating expenses                                    28,681,600          22,133,200
                                                                    ------------       -------------
 
          Operating income                                             3,835,500           4,283,200
                                                                    ------------       -------------
 
 Other income:
     Interest income, net                                                 10,200              64,600
     Other income                                                         27,100              14,900
                                                                    ------------       -------------
 
          Total other income                                              37,300              79,500
                                                                    ------------       -------------
 
          Income before income taxes                                   3,872,800           4,362,700
 
 Income taxes                                                          1,536,000           1,745,000
                                                                    ------------       -------------
 
          Net income                                                $  2,336,800       $   2,617,700
                                                                    ------------       -------------
                                                                    ------------       -------------
 
 Net income per share                                               $        .18       $         .20
                                                                    ------------       -------------
                                                                    ------------       -------------
 
Weighted average shares and equivalents outstanding                   13,344,900          13,335,500
                                                                    ------------       -------------
                                                                    ------------       -------------

</TABLE>


    See accompanying notes to consolidated financial statements

                                3

<PAGE>

                        COPART, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (unaudited)
<TABLE>
<CAPTION>
                                                                     Three months ended October  31,
                                                                    --------------------------------
                                                                        1996                 1995    
                                                                    ------------       -------------
<S>                                                                 <C>                <C>
Cash flows from operating activities:
     Net income                                                     $  2,336,800        $  2,617,700
     Adjustments to reconcile net income to net cash
       provided by operating activities:
               Depreciation and amortization                           1,771,700           1,408,000
               Deferred rent                                             145,300             206,600
               Gain on sale of assets                                    (18,300)                 -- 
               Changes in operating assets and liabilities:
                    Accounts receivable                                 (786,500)         (2,080,000)
                    Vehicle pooling costs                               (392,600)           (317,700)
                    Inventory                                             66,100           2,167,700
                    Prepaid expenses and other current assets           (949,700)           (357,300)
                    Accounts payable and accrued liabilities             772,100            (569,600)
                    Deferred revenue                                     172,100             (34,500)
                    Income taxes payable                               1,464,600           1,746,700
                                                                    ------------       -------------
     
                         Net cash provided by operating
                           activities                                  4,581,600           4,787,600
                                                                    ------------       -------------
     
Cash flows from investing activities:
          Purchase of property and equipment                          (2,250,400)         (1,429,800)
          Proceeds from sale of property and equipment                   580,900                  -- 
          Other intangible asset additions                              (518,100)                 -- 
          Other liabilities                                                5,800             211,100
          Purchase of net current assets in connection with
            acquisitions                                                      --            (372,300)
          Purchase of property and equipment in connection with
            acquisitions                                                      --             (70,000)
          Purchase of intangible assets in connection with 
            acquisitions                                                      --          (1,687,100)
                                                                    ------------       -------------
                         Net cash used in investing activities        (2,181,800)         (3,348,100)
                                                                    ------------       -------------

Cash flows from financing activities:
          Proceeds from the exercise of stock options                    148,900              46,400 
          Principal payments on notes payable                           (181,200)           (116,100)
          Debt issuance costs                                                 --             (40,200)
                                                                    ------------       -------------
                          Net cash used in financing 
                             activities                                  (32,300)           (109,900)
                                                                    ------------       -------------
     
Net increase in cash and cash equivalents                              2,367,500           1,329,600
Cash and cash equivalents at beginning of period                      13,026,200          13,779,200
                                                                    ------------       -------------
Cash and cash equivalents at end of period                         $  15,393,700       $  15,108,800
                                                                    ------------       -------------
                                                                    ------------       -------------
Supplemental disclosure of cash flow information:
          Interest paid                                               $  219,500           $  95,300
                                                                    ------------       -------------
                                                                    ------------       -------------
          Income taxes paid                                            $  79,500       $          --
                                                                    ------------       -------------
                                                                    ------------       -------------
</TABLE>

      See accompanying notes to consolidated financial statements.

                                  4

<PAGE>



                     COPART, INC. AND SUBSIDIARIES 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          OCTOBER 31, 1996
                             (UNAUDITED)

NOTE 1 - General:

     In the opinion of the management of Copart, Inc. (the "Company"), the 
accompanying unaudited consolidated financial statements contain all 
adjustments, consisting only of normal, recurring adjustments, necessary to 
present fairly the financial information included therein.  These financial 
statements should be read in conjunction with the audited consolidated 
financial statements included in the Company's Annual Report on Form 10-K for 
the fiscal year ended July 31, 1996 filed with the Securities and Exchange 
Commission.

     Gross proceeds generated from auctioned salvage vehicles were 
approximately $130,687,200 and $124,703,100 for the three months ended 
October 31, 1996 and 1995, respectively.

NOTE 2 - New Opening: 

     On September 1, 1996, the Company opened a salvage vehicle auction 
facility located in Woodinville, Washington.


                                      5

<PAGE>


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

     THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF 
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES 
EXCHANGE ACT OF 1934.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE 
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS 
SET FORTH BELOW.  THE COMPANY HAS ATTEMPTED TO IDENTIFY FORWARD-LOOKING 
STATEMENTS BY PLACING AN ASTERISK IMMEDIATELY FOLLOWING THE SENTENCE OR 
PHRASE THAT CONTAINS THE FORWARD-LOOKING STATEMENT.

     The Company processes salvage vehicles principally on a consignment 
method, on either the Percentage Incentive Program (the "PIP") or on a fixed 
fee consignment basis.  Using either consignment method, only the fees 
associated with vehicle processing are recorded in revenues.  The Company 
also processes certain of its salvage vehicles pursuant to purchase contracts 
(the "Purchase Program") under which the Company records the gross proceeds 
of the vehicle sale in revenues and the cost of the vehicle in yard and fleet 
expense.  For the three months ended October 31, 1996 and 1995, approximately 
28% and 20%, respectively, of the vehicles sold by Copart were processed 
under the PIP.  The increase in the percentage of vehicles sold under the PIP 
resulted from the conversion of vehicle suppliers from fixed fee programs to 
the PIP.  The Company attempts to convert acquired operations to PIP which 
typically results in higher net returns to vehicle suppliers and higher fees 
to the Company than standard fixed fee consignment programs.   For the three 
months ended October 31, 1996 and 1995, approximately 8% and 3%, respectively 
of the vehicles sold by Copart were processed pursuant to the Purchase 
Program.  The increase in the percentage of vehicles sold under the Purchase 
Program is related to competitive pressures and the requirements of certain 
vehicle suppliers. Additionally, after review of the sales results under 
certain vehicle purchase contracts, the Company terminated contracts for 
approximately 3% of the Company's volume as the sales under these contracts 
were not profitable.  However, due to a number of factors, including the 
timing and size of new acquisitions, market conditions, and acceptance of the 
PIP and/or Purchase Program, by vehicle suppliers, the percentage of vehicles 
processed under these programs in future periods may vary.*

     Costs attributable to yard and fleet expenses consist primarily of 
operating personnel (which includes yard management, clerical and yard 
employees), rent, contract vehicle towing, insurance, fleet maintenance and 
repair, fuel and acquisition costs of salvage vehicles under the Purchase 
Program.  Costs associated with general and administrative expenses consist 
primarily of executive, accounting, data processing and sales personnel, 
professional fees and marketing expenses.

     The results of the Company's operations reflect the increase in the 
number of vehicles processed in the eastern United States.  The sale of these 
vehicles generated lower margins than those in Copart's operations in the 
western and southwestern United States.  The results also reflect additional 
vehicles processed under purchase programs as part of the Company's marketing 
thrust to secure new vehicle suppliers.  

- ---------------------
*  This statement is a forward-looking statement reflecting current 
   expectations.  Actual future performance may differ materially from the
   Company's current expectations.  The reader is advised to review 
   "Management's Discussion and Analysis of Results of Operations and Financial 
   Condition - Factors Affecting Future Results" for a fuller discussion of 
   factors that could affect future performance. 


                                      6

<PAGE>

ACQUISITIONS AND NEW OPENINGS

     Copart has experienced significant growth as it acquired 38 salvage 
vehicle auction facilities and established eight new facilities since the 
beginning of fiscal 1992.  All of the acquisitions have been accounted for 
using the purchase method.  Accordingly, the excess of the purchase price 
over the net tangible assets acquired (consisting principally of goodwill) is 
being amortized over periods which do not exceed 40 years.  Costs related to 
the opening of new auction facilities, such as preopening payroll and various 
training expenses, are deferred until the auction facilities open and are 
amortized over the subsequent 12 months.

     As part of the Company's overall expansion strategy of offering 
integrated service to vehicle suppliers, the Company anticipates further 
attempts to open or acquire new salvage yards in new regions, as well as the 
regions currently served by Company facilities.  As part of this strategy, in 
the first three months of fiscal 1997, Copart opened a facility in 
Woodinville, Washington. During fiscal 1996, the Company acquired facilities 
near Jackson, Mississippi and El Paso, Texas and opened facilities in or near 
Charlotte, North Carolina; Jacksonville, Florida; Indianapolis, Indiana; Van 
Nuys, California; and Phoenix, Arizona.  The Company believes these 
acquisitions and openings solidify the Company's coverage of the West Coast 
and  expand the Company's coverage of the South and the Great Lakes states. 
In the event of future acquisitions, the Company expects to incur future 
amortization charges in connection with such acquisitions attributable to 
goodwill, covenants not to compete and other purchase-related adjustments.*

RESULTS OF OPERATIONS

Three Months Ended October 31, 1996 Compared to Three Months Ended October 
31, 1995

     Revenues were approximately $32.5 million during the three months ended 
October 31, 1996, an increase of approximately $6.1 million, or 23%, over the 
three months ended October 31, 1995 based on 99,100 vehicles processed.  
Approximately $1.2 million of the increase in revenues was the result of the 
acquisition of the El Paso operation and the opening of Copart's Charlotte, 
Jacksonville, Indianapolis and Phoenix facilities.  Existing yard revenues 
increased by approximately $4.9 million, or 19%, over the three months ended 
October 31, 1995, of which increased revenues from Purchase Program vehicles 
accounted for approximately $2.6 million of the increase.  Under the Purchase 
Program the Company records the gross proceeds of the vehicle sale as 
revenue.  The remainder of the increase in revenues at these facilities was 
primarily attributed to increased per-unit revenues of approximately 6% and 
increased vehicle volume of approximately 3%.

     Yard and fleet expenses were approximately $24.4 million during the 
three months ended October 31, 1996, an increase of approximately $6.0 
million, or 33%, over the comparable period in fiscal 1996.  Approximately 
$0.9 million of the increase was the result of the acquisition of the El 
Paso operation and the opening of Copart's Charlotte, Jacksonville, 
Indianapolis and Phoenix facilities.  The remainder of the increase in yard 
and fleet 

- ---------------------
* This statement is a forward-looking statement reflecting current 
  expectations.  Actual future performance may differ materially from the 
  Company's current expectations.  The reader is advised to review 
  "Management's Discussion and Analysis of Results of Operations and Financial
  Condition - Factors Affecting Future Results" for a fuller discussion of 
  factors that could affect future performance.  


                                      7

<PAGE>

expenses were attributable to yard and fleet expenses from existing 
operations, including the cost of Purchase Program vehicles.  Yard and fleet 
expenses increased to 75% of revenues during the first quarter of fiscal 
1997, as compared to 69% of revenues during the same period of fiscal 1996, 
primarily as a result of the Company processing additional vehicles under the 
Purchase Program.  Under the Purchase Program the Company records the cost of 
the vehicle in yard and fleet expense.

     General and administrative expenses were approximately $2.6 million 
during the three months ended October 31, 1996, an increase of approximately 
$0.2 million, or 6%, over the three months ended October 31, 1995, due 
primarily to increased personnel expense to support acquisitions and new 
openings, increased hiring in anticipation of additional growth and 
investment in MIS staff.  General and administrative expenses decreased to 8% 
of revenues during the three months ended October 31, 1996, as compared to 9% 
of revenues during the three months ended October 31, 1995 primarily as a 
result of the accounting impact of the Purchase Program.

     Depreciation and amortization expense was approximately $1.8 million 
during the three months ended October 31, 1996, an increase of approximately 
$0.4 million, or 26%, over the three months ended October 31, 1995.  Such 
increase was due primarily to the amortization of start up costs associated 
with new openings.

     The effective income tax rate of 40% applicable to the three months 
ended October 31, 1996 is consistent with the effective income tax rate for 
the three months ended October 31, 1995.

     Due to the foregoing factors, Copart realized net income of 
approximately $2.3 million for the three months ended October 31, 1996, 
compared to net income of approximately $2.6 million for the three months 
ended October 31, 1995. 

LIQUIDITY AND CAPITAL RESOURCES

     Copart has financed its growth principally through cash generated from 
operations, debt and equity financing, initial and secondary public offerings 
of Common Stock, the equity issued in conjunction with certain acquisitions 
and borrowings under the bank credit facility.

     At October 31, 1996, Copart had working capital of approximately $40.9 
million, including cash and cash equivalents of approximately $15.4 million.  
The Company is able to process, market, sell and receive payment for 
processed vehicles quickly.  Therefore, the Company does not require 
substantial amounts of working capital, as it receives payment for vehicles 
at approximately the same time as it remits payments to vehicle suppliers.  
The Company's primary source of cash is from the collection of seller's fees 
and reimbursable advances from the proceeds of auctioned salvage vehicles and 
from buyer's fees.

     The Company has entered into various operating lease lines for the 
purpose of leasing yard and fleet equipment.

     Copart generated cash from operations of approximately $4.6 million and 
$4.8 million, during the three months ended October 31, 1996 and 1995, 
respectively.


                                       8


<PAGE>

     Capital expenditures (excluding those associated with fixed assets 
attributable to acquisitions) were approximately $2.3 million and $1.4 
million for the three months ended October 31, 1996, and 1995, respectively.  
Copart's capital expenditures have related primarily to opening and operating 
facilities and acquiring yard equipment.  Historically, while Copart has 
sub-contracted for a significant portion of its vehicle transport services, 
the Company has implemented a program for converting long haul transports to 
its own fleet of vehicle carriers at each facility.  Based upon the potential 
for increased revenues from Company-owned vehicle towing services, the 
Company has entered into agreements to acquire approximately $5.0 million of 
additional multi-vehicle transport trucks and forklifts and is disposing 
certain older equipment.

     Cash and cash equivalents increased by approximately $2.4 million and 
$1.3 million for the three months ended October 31, 1996 and 1995, 
respectively.  The Company's liquidity and capital resources have not been 
materially affected by inflation; however, they are subject to seasonal 
fluctuations.  

     The Company believes that its currently available cash, cash generated 
from operations and borrowing availability under its bank credit facilities
and equipment leasing lines will be sufficient to satisfy the Company's 
working capital requirements and fund acquisitions and openings of new 
facilities for the next 12 months. However, there can be no assurance that 
the Company will not be required to seek additional debt or equity financing 
prior to such time.

MANAGEMENT CHANGE

     A. Jayson Adair was promoted to President, and James E. Meeks was 
promoted to Executive Vice President of Operations and appointed to the 
Company's Board of Directors, effective November 7, 1996.

FACTORS AFFECTING FUTURE RESULTS

     Historically, a limited number of vehicle suppliers have accounted for a 
substantial portion of the Company's revenues.  In the first quarter of 
fiscal 1997, vehicles supplied by Copart's largest vehicle supplier accounted 
for approximately 11% of Copart's revenues.  The Company's agreements with 
these and other vehicle suppliers are either oral or written agreements that 
typically are subject to cancellation by either party upon 30 days' notice. 
There can be no assurance that existing agreements will not be canceled or 
that the terms of any new agreements will be comparable to those of existing 
agreements.  The Company believes that, as the salvage vehicle auction 
industry becomes more consolidated, the likelihood of large vehicle suppliers 
entering into agreements with single companies to dispose of all of their 
salvage vehicles on a statewide, regional or national basis increases.  There 
can be no assurance that the Company will be able to enter into such 
agreements or that it will be able to retain its existing supply of salvage 
vehicles in the event vehicle suppliers begin disposing of their salvage 
vehicles pursuant to state, regional or national agreements with other 
operators of salvage vehicle auction facilities.  A loss or reduction in the 
number of vehicles from a significant vehicle supplier or material changes in 
the terms of an arrangement with a substantial vehicle supplier could have a 
material adverse effect on the Company's financial condition and results of 
operations.



                                      9


<PAGE>

     The Company's operating results have in the past and may in the future 
fluctuate significantly depending on a number of factors.  These factors 
include changes in the market value of salvage vehicles, buyer attendance at 
salvage auctions, fluctuations in vehicle transportation costs, delays or 
changes in state title processing and/or changes in state or federal laws or 
regulations affecting salvage vehicles, fluctuations in Actual Cash Values 
("ACV's") of salvage vehicles, the availability of vehicles and weather 
conditions.  As a result, the Company believes that period-to-period 
comparisons of its results of operations are not necessarily meaningful and 
should not be relied upon as any indication of future performance.  There can 
be no assurance, therefore, that the Company's operating results in some 
future quarter will not be below the expectations of public market analysts 
and/or investors.

     The market price of the Company's Common Stock could be subject to 
significant fluctuations in response to various factors and events, including 
variations in the Company's operating results, the inability to continue to 
increase service fees, the timing and size of acquisitions and facility 
openings, the loss of vehicle suppliers or buyers, the announcement of new 
vehicle supply agreements by the Company or its competitors, changes in 
regulations governing the Company's operations or its vehicle suppliers, 
environmental problems or litigation.  In addition, the stock market in 
recent years has experienced broad price and volume fluctuations that often 
have been unrelated to the operating performance of companies.

     The Company seeks to increase sales and profitability primarily through 
the increase of salvage vehicle volume and revenue at existing facilities, 
the opening of new facilities and the acquisition of other salvage vehicle 
auction facilities. There can be no assurance that the Company will be able 
to continue to acquire additional facilities on terms economical to the 
Company or that the Company will be able to increase revenues at newly 
acquired facilities above levels realized at such facilities prior to their 
acquisition by the Company.  Additionally, as the Company continues to grow, 
its openings and acquisitions will have to be more numerous or of a larger 
size in order to have a material impact on the Company's operations.  The 
ability of the Company to achieve its expansion objectives and to manage its 
growth is also dependent on other factors, including the integration of new 
facilities into existing operations, the establishment of new relationships 
or expansion of existing relationships with vehicle suppliers, the 
identification and lease of suitable premises on competitive terms and the 
availability of capital.  The size and timing of such acquisitions and 
openings may vary and the Company believes that in the future it will open a 
greater number of new facilities than it has in the past.  Management 
believes that facilities opened by the Company require more time to reach 
revenue and profitability levels comparable to its existing facilities and 
may have greater working capital requirements than those facilities acquired 
by the Company.  Therefore, to the extent that the company opens a greater 
number of facilities in the future than it has historically, the Company's 
growth rate in revenues and profitability may be adversely affected.

     While Copart has acquired a number of companies in recent years, the 
Company's acquisition of NER Auction Systems in May 1995 was its largest 
acquisition undertaken to date.  The successful integration of NER was more 
difficult and required a greater period of time than prior acquisitions.  In 
connection with the integration of NER, the Company completed the closure of 
the eastern division office and the former NER corporate headquarters in 
July, 1996.


                                      10

<PAGE>

     Currently, Willis J. Johnson, Chief Executive Officer of the Company, 
together with one other existing shareholder, beneficially own approximately 
30% of the issued and outstanding shares of Common Stock.  This controlling 
interest in the Company may also have the effect of making certain 
transactions, such as mergers or tender offers involving the Company, more 
difficult or impossible, absent the support of Mr. Johnson, and such other 
existing shareholder.

     The Company's operations are subject to federal, state and local laws 
and regulations regarding the protection of the environment.  In the salvage 
vehicle auction industry, large numbers of wrecked vehicles are stored at 
auction facilities for short periods of time.  Minor spills of gasoline, 
motor oils and other fluids may occur from time to time at the Company's 
facilities which may result in localized soil, surface water or groundwater 
contamination. Petroleum products and other hazardous materials are contained 
in aboveground or underground storage tanks located at certain of the 
Company's facilities.  Waste materials such as waste solvents or used oils 
are generated at some of the Company's facilities which are disposed of as 
nonhazardous or hazardous wastes.  The Company has put into place procedures 
to reduce the amounts of soil contamination that may occur at its facilities, 
and has initiated safety programs and training of personnel on safe storage 
and handling of hazardous materials. The Company believes that it is in 
compliance in all material respects with applicable environmental regulations 
and does not anticipate any material capital expenditures for environmental 
compliance or remediation that are not currently reserved for.  Environmental 
laws and regulations, however, could become more stringent over time and 
there can be no assurance that the Company or its operations will not be 
subject to significant compliance costs in the future. To date, the Company 
has not incurred expenditures for preventive or remedial action with respect 
to soil contamination or the use of hazardous materials which have had a 
material adverse effect on the Company's financial condition or results of 
operations.  The soil contamination which may occur at the Company's 
facilities and the potential contamination by previous users of certain 
acquired facilities create the risk, however, that the Company could incur 
substantial expenditures for preventive or remedial action, as well as 
potential liability arising as a consequence of hazardous material 
contamination, which could have a material adverse effect on the Company. 

     The salvage vehicle auction industry is highly fragmented.  As a result, 
the Company faces intense competition for the supply of salvage vehicles from 
vehicle suppliers, as well as competition for buyers of vehicles from other 
salvage vehicle auction companies.  The Company believes its principal 
competitor is Insurance Auto Auctions, Inc. ("IAA").  Over the last three 
years, IAA acquired and opened a number of salvage vehicle auction 
facilities. IAA is a significant competitor in certain regions in which the 
Company operates or may expand in the future.  In other regions of the United 
States, the Company faces substantial competition from salvage vehicle 
auction facilities with established relationships with vehicle suppliers and 
buyers and financial resources which may be greater than the Company's.  Due 
to the limited number of vehicle suppliers and the absence of long-term 
contractual commitments between the Company and such salvage vehicle 
suppliers, competition for salvage vehicles from such suppliers is intense.  
The Company may also encounter significant competition for state, regional 
and national supply agreements with vehicle suppliers.

                                       11
<PAGE>



                           PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.

          11.1 Computation of Net Income per Share.
          27.1 Financial Data Schedule

     (b)  REPORTS ON FORM 8-K.

          No Reports on Form 8-K were filed during the quarter ended 
          October 31, 1996.



                                      12

<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/ Joseph M. Whelan
                              ---------------------------------------------
                              Joseph M. Whelan, Senior Vice President and 
                              Chief Financial Officer (duly authorized officer 
                              and principal financial and accounting officer)
                              Date: December 9, 1996




                                     13


<PAGE>
                                                     EXHIBIT 11.1



                          COPART, INC.

              COMPUTATION OF NET INCOME PER SHARE
                          (unaudited)


                                           Three months ended October 31, 
                                        ----------------------------------
                                             1996                  1995
                                        ------------          ------------
 Weighted average common shares                                           
   issued and outstanding                 12,647,600            12,380,800

 Common stock equivalents:                                                
 Warrants and stock options                  697,300               954,700
                                        ------------          ------------
                                          13,344,900            13,335,500
                                        ------------          ------------
                                        ------------          ------------
                                                                          
 Net income                             $  2,336,800           $ 2,617,700
                                        ------------          ------------
                                        ------------          ------------
                                                                          
 Net income per share                   $        .18           $       .20
                                        ------------          ------------
                                        ------------          ------------

Net income per share is computed by using the weighted average number of 
common shares and equivalents assumed to be outstanding during the periods.




                                    14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM COPART,
INC. QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDING OCTOBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-1996
<PERIOD-START>                             AUG-01-1996
<PERIOD-END>                               OCT-31-1996
<CASH>                                      15,393,700
<SECURITIES>                                         0
<RECEIVABLES>                               30,778,500
<ALLOWANCES>                                         0
<INVENTORY>                                  1,390,300
<CURRENT-ASSETS>                            60,812,600
<PP&E>                                      26,963,300
<DEPRECIATION>                               1,771,700
<TOTAL-ASSETS>                             162,188,000
<CURRENT-LIABILITIES>                       19,904,200
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    12,655,790
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>               162,188,000
<SALES>                                              0
<TOTAL-REVENUES>                            32,517,100
<CGS>                                                0
<TOTAL-COSTS>                               28,681,600
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              3,872,800
<INCOME-TAX>                                 1,536,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,336,800
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                        0
        

</TABLE>


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