KNIGHT TRANSPORTATION INC
10-Q, 1997-08-13
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
                           Commission File No. 0-24946

                           KNIGHT TRANSPORTATION, INC.
             (Exact name of registrant as specified in its charter)

            Arizona                                        86-0649974

(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                             5601 West Buckeye Road
                                Phoenix, Arizona
                                      85043
                    (Address of Principal Executive Offices)
                                   (Zip Code)

Registrant's telephone number, including area code:           602-269-2000

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
                        ---------------                  ------------

The number of shares  outstanding of registrant's  Common Stock, par value $0.01
per share, as of August 12, 1997 was 9,919,500 shares.
<PAGE>
                           KNIGHT TRANSPORTATION, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION                                       Page Number

Item 1.  Financial Statements

         Consolidated Balance Sheets as of June 30, 1997 (unaudited)       1
            and December 31, 1996

         Consolidated Statements of Income (unaudited) for the Three       3
            Months and Six Months Ended June 30, 1997 and June 30, 1996

         Consolidated Statements of Cash Flows (unaudited) for the Six     4
            Months Ended June 30, 1997 and June 30, 1996

         Notes to Consolidated Financial Statements                        6

Item 2.  Management's Discussion and Analysis of Financial Condition       6
         and Results of Operations


Part II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                9

Item 2.   Changes in Securities                                           10

Item 3    Defaults Upon Senior Securities                                 10

Item 4.   Submission of Matters to a Vote of Security Holders             10

Item 5.   Other Information                                               10

Item 6    Exhibits and Reports on Form 8-K                                10

Signatures                                                                11

Index to Exhibits                                                         13
<PAGE>
PART I  -  FINANCIAL INFORMATION

Item 1.             Financial Statements


                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
              as of June 30, 1997 (unaudited) and December 31, 1996
<TABLE>
<CAPTION>
                                                      June 30, 1997
                                                      ( unaudited )           December 31, 1996
                                                  ----------------------     --------------------
<S>                                               <C>                        <C>
ASSETS

CURRENT ASSETS:

   Cash and cash equivalents                           $       26,571             $  1,244,745
   Accounts receivable, net                                11,033,306               10,414,133
   Inventories and supplies                                   439,927                  328,825
   Prepaid expenses                                         1,489,696                  509,085
   Deferred tax asset                                       1,419,600                1,319,400
                                                  ----------------------     --------------------

         Total current assets                              14,409,100               13,816,188
                                                  ----------------------     --------------------

PROPERTY AND EQUIPMENT:
   Land and improvements                                    4,297,837                4,297,837
   Buildings and improvements                                 970,963                  970,963
   Furniture and fixtures                                   1,911,446                1,837,844
   Shop and service equipment                                 941,931                  859,592
   Revenue equipment                                       63,722,710               55,172,272
   Leasehold improvements                                     665,889                  575,015
                                                  ----------------------     --------------------

                                                           72,510,776               63,713,523
   Less:     Accumulated depreciation                     (15,639,159)             (14,186,781)
                                                  ----------------------     --------------------

PROPERTY AND EQUIPMENT, net                                56,871,617               49,526,742
OTHER ASSETS                                                  981,507                  775,526
                                                  ----------------------     --------------------

                                                          $72,262,224              $64,118,456
                                                  ======================     ====================
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements. 
                                       1
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets (continued)
              as of June 30, 1997 (unaudited) and December 31, 1996
<TABLE>
<CAPTION>
                                                           June 30, 1997    
                                                            (unaudited)       December 31, 1996
                                                           -------------      -----------------
<S>                                                         <C>                  <C>   
LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:                                                        
                                                                            
            Accounts payable                                $ 5,509,008          $ 3,954,286
            Accrued liabilities                               2,448,860            2,286,099
            Claims accrual                                    3,059,057            3,040,672
            Current portion of long-term debt                   115,212              394,191
                                                            -----------          -----------
                                                                              
         Total current liabilities                           11,132,137            9,675,248
                                                                              
LONG TERM DEBT, less current portion                               --                 53,491
DEFERRED INCOME TAXES                                        10,300,300            8,426,558
                                                            -----------          -----------
                                                                              
         Total liabilities                                   21,432,437           18,155,297
                                                            -----------          -----------
                                                                              
COMMITMENTS AND CONTINGENCIES                                                 
                                                                              
SHAREHOLDERS' EQUITY:                                                         
         Preferred stock, $0.01 par value;                                    
              authorized 50,000,000 shares,                                       
              none issued and outstanding                          --                   --
         Common Stock, $0.01 par value;                                       
              authorized 100,000,000 shares; issued                           
              and outstanding 9,919,500 and 9,904,500        
              shares respectively                                99,195               99,045                 
         Additional paid-in capital                          23,671,256           23,474,531
         Retained earnings                                   27,059,336           22,389,583
                                                            -----------          -----------
                                                                              
         Total shareholders' equity                          50,829,787           45,963,159
                                                            -----------          -----------
                                                                              
                                                            $72,262,224          $64,118,456
                                                            ===========          ===========
                                                                        
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                        2

<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended                Six Months Ended
                                                                  June 30                         June 30
                                                       ----------------------------    ----------------------------

                                                            1997            1996            1997            1996
                                                            ----            ----            ----            ----
<S>                                                    <C>             <C>             <C>             <C>   
OPERATING REVENUE                                      $ 24,240,668    $ 18,969,783    $ 45,563,216    $ 35,550,619

OPERATING EXPENSES:
         Salaries, wages and benefits                     6,619,781       5,359,717      12,664,877      10,089,610
         Fuel                                             2,506,653       2,030,943       4,682,224       3,751,140
         Operations and maintenance                       1,200,198         915,778       2,436,317       1,748,352
         Insurance and claims                               711,937         792,120       1,198,681       1,410,081
         Operating taxes and licenses                       980,668         716,939       1,878,313       1,358,907
         Communications                                     125,821         111,277         256,595         234,780
         Depreciation and amortization                    2,267,287       1,829,014       4,392,883       3,417,124
         Purchased transportation                         4,852,343       3,474,231       9,025,283       6,537,113
         Miscellaneous operating expenses                   579,375         484,606       1,101,960         913,106 
                                                       ------------    ------------      ----------   -------------

                                                         19,844,063      15,714,625      37,637,133      29,460,213
                                                       ------------    ------------    ------------   -------------

                  Income from operations                  4,396,605       3,255,158       7,926,083       6,090,406

OTHER INCOME (EXPENSE):
         Interest income                                      8,651           1,740          45,179           3,675
         Interest expense                                    (7,506)       (171,997)        (21,507)       (271,381)
                                                       ------------    ------------    ------------    ------------

                                                              1,145        (170,257)         23,672        (267,706)
                                                       ------------    ------------    ------------    ------------

                  Income before taxes                     4,397,750       3,084,901       7,949,755       5,822,700

INCOME TAXES                                             (1,820,000)     (1,284,000)     (3,280,000)     (2,434,000)
                                                       ------------    ------------    ------------    ------------

                  Net Income                           $  2,577,750    $  1,800,901    $  4,669,755    $  3,388,700
                                                       ============    ============    ============    ============

Net income per common share and common share
equivalent:       Primary                              $       0.26    $       0.20    $    0.46       $       0.37
                                                       ============    ============    ============    ============
                  Fully diluted                        $       0.26    $       0.19    $    0.46       $       0.37
                                                       ============    ============    ============    ============   
Weighted average number of common
common shares equivalents outstanding:
                  Primary                                10,082,665       9,217,560      10,078,680       9,190,934
                                                       ============    ============    ============    ============
                  Fully diluted                          10,103,690       9,242,283      10,105,206       9,241,378
                                                       ============    ============    ============    ============

</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements. 
                                       3
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                      June 30,
                                                          -----------------------------

                                                               1997            1996
                                                               ----            ----
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                $  4,669,755    $  3,388,700
Adjustments to reconcile net income to net cash
provided by operating activities:
         Depreciation and amortization                       4,392,883       3,567,124
         Allowance for doubtful accounts                        66,093          73,139
         Deferred income taxes                               1,773,542         581,760
Changes in assets and liabilities:
         Increase in receivables                              (685,266)     (2,556,297)
         Increase in inventories and supplies                 (111,102)        (84,365)
         (Increase) decrease in prepaid expenses              (980,611)        628,259
         Increase in other assets                             (223,162)       (361,248)
         Increase in accounts payable                        1,623,288         883,033
         Increase in accrued liabilities and
              claims accrual                                   181,146         978,817
                                                          ------------    ------------

                  Net cash provided by operating
                  activities                                10,706,566       7,098,922
                                                          ------------    ------------

CASH FLOW FROM INVESTING ACTIVITIES:

         Purchase of property and equipment, net            (8,859,345)    (14,142,954)
                                                          ------------    ------------


                  Net cash used in investing activities   $ (8,859,345)   $(14,142,954)
                                                          ------------    ------------
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                        4
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                Consolidated Statements of Cash Flows (continued)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                   June 30,
                                                         ---------------------------

                                                              1997         1996
                                                              ----         ----
<S>                                                      <C>            <C>
CASH FLOW FROM FINANCING ACTIVITIES:

         Borrowing of debt                                      --        8,855,391
         Payments of debt                                   (332,470)      (431,151)
         Decrease in accounts payable - equipment         (2,929,800)    (1,927,726)
         Proceeds from exercise of stock options             196,875           --
                                                         -----------    -----------

                  Net cash provided by (used in)
                  financing activities                    (3,065,395)     6,496,514
                                                         -----------    -----------

NET DECREASE IN CASH AND CASH
         EQUIVALENTS                                      (1,218,174)      (547,518)
CASH AND CASH EQUIVALENTS,
         beginning of period                               1,244,745        623,656
                                                         -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                 $    26,571    $    76,138
                                                         ===========    ===========

SUPPLEMENTAL DISCLOSURES:

         Noncash investing and financing transactions:
                  Equipment acquired by
                  accounts payable                       $ 2,861,234    $   925,716
                  Insurance premium financed                    --        1,101,200

         Cash Flow Information:
                  Income taxes paid                      $ 2,053,500    $ 1,335,400
                  Interest paid                               22,856        275,781
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                        5
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Financial Information

The accompanying  consolidated  financial  statements include the parent company
Knight Transportation,  Inc., and its wholly owned subsidiaries, Quad-K Leasing,
Inc.; KTTE Holdings,  Inc., QKTE Holdings,  Inc., and Knight Dedicated  Services
Limited Partnership which is comprised of KTTE Holdings, Inc. as general partner
and QKTE Holdings, Inc. as sole limited partner (hereinafter collectively called
the  "Company").  All material  intercompany  items and  transactions  have been
eliminated in consolidation.

The  consolidated  financial  statements  included  herein  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
The statements  presented do not include all information and footnotes  required
to be in conformity with generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included. Results of operations in interim periods are not necessarily
indicative of results for a full year. These consolidated  financial  statements
and notes thereto should be read in conjunction with the Company's  consolidated
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K for the year ended December 31, 1996. The  preparation of financial
statements in accordance with generally accepted accounting  principles requires
management to make estimates and  assumptions.  Such  estimates and  assumptions
affect the reported  amounts of assets and  liabilities as well as disclosure of
contingent  assets and liabilities at the date of the accompanying  consolidated
financial  statements,  and the  reported  amounts of the  revenues and expenses
during the reporting periods. Actual results could differ from those estimates.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

The operating revenue of Knight  Transportation,  Inc. and its subsidiaries (the
"Company")  for the six months ended June 30, 1997,  increased by 28.2% to $45.6
million from $35.6  million  over the same period in 1996.  For the three months
ended June 30, 1997,  operating revenue increased by 27.8% to $24.2 million from
$19.0  million over the same period in 1996.  The increase in operating  revenue
resulted from expansion of the Company's customer base and increased volume from
existing  customers,  and was  facilitated  by the  continued  expansion  of the
Company's fleet,  including an increase in the Company's independent  contractor
fleet.  The Company's  fleet  increased by 33.3% to 677 tractors  (including 185
owned by  independent  contractors)  as of June  30,  1997,  from  508  tractors
(including 146 owned by independent  contractors)  as of June 30, 1996.  Despite
increases in revenue,  the Company's revenue per mile declined to $1.22 per mile
for the six months ended June 30, 1997,  from $1.24 per mile for the same period
in 1996 due to competitive conditions in the transportation industry.
                                        6
<PAGE>
This decrease was offset by revenue  increases  resulting from the growth of the
Company's independent contractor program and increased equipment utilization. In
addition, the revenue per mile decrease was offset by the Company's expansion of
its  operations  with  the  commencement  of  dedicated   service  and  regional
operations near Houston, Texas, and in Indianapolis, Indiana, respectively.

Salaries,  wages and benefits  decreased as a percentage of operating revenue to
27.8% for the six months ended June 30, 1997,  from 28.4% for the same period in
1996.  For the three months ended June 30,  1997,  salaries,  wages and benefits
decreased to 27.3% from 28.3% for the same period in 1996.  These decreases were
primarily the result of the increase in the ratio of independent  contractors to
company drivers.

Fuel expense decreased as a percentage of operating revenue to 10.3% for the six
months  ended June 30,  1997,  from 10.6% for the same  period in 1996.  For the
three  months  ended June 30, 1997,  fuel  expenses as a  percentage  of revenue
decreased to 10.3% from 10.7% for the same period in 1996.  Although  fuel costs
increased  slightly for both the three and six month periods ended in 1997,  the
Company  was able to  recoup a  portion  of the  incremental  increase  with the
implementation of a fuel surcharge.  Additionally,  an increase in the Company's
independent  contractor fleet  contributed to the decrease in the Company's cost
of fuel as a percentage of revenue.  Independent contractors are required to pay
their own fuel costs.

Operations  and  maintenance  expense  increased  as a  percentage  of operating
revenue  to 5.3% for the six  months  ended  June 30,  1997,  from  4.9% for the
corresponding  period  in 1996.  For the  three  months  ended  June  30,  1997,
operation and maintenance  expense as a percentage of revenue  increased to 5.0%
from  4.8% for the same  period  in 1996.  These  increases  were the  result of
slightly higher maintenance costs related to the age of the Company's fleet.

Insurance and claims expense  decreased as a percentage of operating  revenue to
2.6% for the six months  ended June 30,  1997,  from 4.0% for the same period in
1996.  For the three months ended June 30, 1997,  insurance  and claims  expense
decreased to 2.9% from 4.2% for the same period in 1996.  These  decreases  were
due to a reduction in  insurance  premium  costs and a reduced  amount of claims
incurred during the period.

Operating  taxes and licenses  increased as a percentage  of revenue to 4.1% for
the six months ended June 30, 1997,  from 3.8% for the same period in 1996.  For
the three months ended June 30, 1997,  operating taxes and licenses increased to
4.0% from 3.8% for the same period in 1996.  These  increases were due to higher
trailer licensing costs in California.

Communications and miscellaneous  operating expenses as a percentage of revenues
for both the six months and three  months  ended June 30,  1997,  were  slightly
lower than the same periods in 1996.

Depreciation  and  amortization  expense as a  percentage  of  revenue  remained
constant at 9.6% for the six month  periods ended June 30, 1997,  and 1996.  For
the three months  ended June 30, 1997,  depreciation  and  amortization  expense
decreased  as a percentage  of operating  revenue to 9.4% from 9.6% for the same
period in 1996. This decrease was due to increased equipment  utilization during
the period.

Purchased transportation increased as a percentage of operating revenue to 19.8%
for the six months ended June 30, 1997,  from 18.4% for the same period in 1996.
For the three months ended June 30,
                                        7
<PAGE>
1997, purchased transportation increased to 20.0% from 18.3% for the same period
in 1996.  These  increases  were  due to the  reduction  in  revenue  per  mile.
Independent contractors are compensated on a mileage basis.

As a result of the above, the Company's operating ratio (operating expenses as a
percentage  of  operating  revenue)  for the six  months  ended  June 30,  1997,
decreased  to 82.6%  from  82.9%  for the same  period  in 1996.  The  Company's
operating  ratio for the three months  ended June 30,  1997,  decreased to 81.9%
from 82.8% for the same period in 1996.

For both the six months and three months  ended June 30, 1997,  net other income
(expense)  decreased as a percentage of revenue  compared to the same periods in
1996.  These  decreases were  primarily a result of the  application of proceeds
from the Company's secondary stock offering in July 1996.

Income  taxes have been  provided  at the  statutory  federal  and state  rates,
adjusted for certain  permanent  differences  between  financial  statement  and
income tax reporting.

As a result of the preceding  changes,  the Company's net income as a percentage
of operating revenue was 10.2% for the six months ended June 30, 1997,  compared
to 9.5% for the same  period in 1996 and 10.6% for the three  months  ended June
30, 1997, compared to 9.5% for the same period in 1996.

Liquidity and Capital Resources

The growth of the Company's  business has required a  significant  investment in
new revenue equipment.  The Company's primary source of liquidity has been funds
provided by operations  and the Company's  line of credit.  Net cash provided by
operating activities was approximately $10.7 million for the first six months of
1997, compared to $7.1 million for the corresponding period in 1996.

Capital  expenditures for the purchase of revenue  equipment,  net of trade-ins,
office equipment and leasehold  improvements totaled $11.7 million for the first
six months of 1997 compared to $15.1 million for the same period in 1996.

Net cash used in financing  activities  and direct  financing was  approximately
$3.0 million for the first six months of 1997  compared to net cash  provided by
financing  activities of $7.6 million for the same period in 1996. Net cash used
in  financing  activities  during the first six months of 1997 was the result of
the Company paying cash to fund the expansion of its equipment fleet rather than
drawing on its  revolving  line of credit as the Company did for the same period
in 1996.

The Company has a $10 million  line of credit from its lender and uses that line
to finance the acquisition of revenue equipment and other corporate  purposes to
the  extent  the  cost of such  acquisitions  are not  provided  by  funds  from
operations.  Under the  Company's  line of credit,  the Company is  obligated to
comply with  certain  financial  covenants.  The rate of interest on  borrowings
against the line of credit will vary depending upon the interest rate elected by
the Company;  the Company may elect the London  Interbank  Offered Rate (LIBOR),
the prime rate, or the lender's  certificate  of deposit rate. At June 30, 1997,
the Company had no outstanding borrowings under the revolving line of credit.

Management  believes  the Company  has  adequate  liquidity  to meet its current
needs. The Company will continue to have significant  capital  requirements over
the long term, which may require the Company to
                                        8
<PAGE>
incur debt or seek additional  equity capital.  The availability of this capital
will depend upon prevailing  market  conditions,  the market price of the common
stock and other  factors  over which the Company has no control,  as well as the
Company's financial condition and results of operations.

Seasonality

To date, the Company's revenues have not shown any significant seasonal pattern.
Because the Company  has  operated  primarily  in  Arizona,  California  and the
western United States,  winter weather has not adversely  affected the Company's
business.  Expansion of the Company's  operations  into Texas and Louisiana,  as
well as in the  Midwest  and on the East  Coast,  could  expose  the  Company to
greater operating variances due to seasonal weather.

Inflation

Many of the Company's operating  expenses,  including fuel costs and fuel taxes,
are  sensitive  to the  effects  of  inflation,  which  could  result  in higher
operating costs.  The effects of inflation on the Company's  business during the
six months ended June 30, 1997, were not significant.

Recently Issued Accounting Pronouncements

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting   Standard  No.  128,  (SFAS  No.  128)  Earnings  Per  Share,  which
established a new  accounting  principle for  accounting for earnings per share.
The standard is effective for fiscal year ended December 31, 1997. When adopted,
SFAS No. 128 will require  restatement of prior years'  earnings per share.  Pro
forma SFAS No. 128 earnings per share are as follows:

                            Three Months Ended              Six Months Ended
                            6/30/97    6/30/96              6/30/97  6/30/96
                            -------    -------              -------  -------  

         Basic EPS           .26        .20                  .47      .37
         Diluted EPS         .26        .20                  .46      .37


PART II  -  OTHER INFORMATION

Item 1.           Legal Proceedings

The  Company  is  party  to  ordinary,  routine  litigation  and  administrative
proceedings  incidental to its business.  These proceedings  primarily involving
personnel  matters,  including  EEOC  claims and claims for  personal  injury or
property damage incurred in the transportation of freight. The company maintains
insurance to cover  liabilities  arising from the  transportation  of freight in
amounts in excess of  self-insured  retentions.  It is the  Company's  policy to
comply  with  applicable  equal  employment  opportunity  laws  and the  Company
periodically reviews its policies and practices for equal employment opportunity
compliance.
                                        9
<PAGE>
Item 2.    Changes in Securities

           Not Applicable


Item 3.    Defaults Upon Senior Securities

           Not Applicable


Item 4.    Submission of Matters to a Vote of Security Holders

           Not Applicable


Item 5.    Other Information

           Not Applicable


Item 6.    Exhibits and Reports on Form 8-K

           (a)      Exhibits required by Item 601 of Regulation S-K

           No.                   Description
           ---                   -----------

           Exhibit 4             Instruments defining the rights of security 
                                 holders, including indentures

                         (a)     Articles 4, 10 and 11 of the Restated  Articles
                                 of Incorporation of the Company.  (Incorporated
                                 by  reference  to Exhibit 3.1 to the  Company's
                                 Report on Form 10-K for the  fiscal  year ended
                                 December 31, 1994.)

                         (b)     Sections 2 and 5 of the  Amended  and  Restated
                                 By-laws  of  the  Company.   (Incorporated   by
                                 reference  to  Exhibit  3.2  to  the  Company's
                                 Report on Form 10-K for the  fiscal  year ended
                                 December 31, 1995.)

           Exhibit 11            Schedule of Computation of Net Income Per Share

           Exhibit 27            Financial Data Schedule

           (b)      Reports on Form 8-K

           The  Company  did not file any  reports  on Form 8-K during the three
           month period ended June 30, 1997.
                                       10
<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.


                           KNIGHT TRANSPORTATION, INC.



           Date: August 12, 1997      By:  /s/ Kevin P. Knight
                                         ---------------------------------------

                                          Kevin P. Knight
                                          Chief Executive Officer




           Date: August 12, 1997      By:  /s/ Clark Jenkins
                                         ---------------------------------------
                                          Clark Jenkins
                                          Chief Financial Officer and
                                          Principal Financial Officer

                                       11
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   EXHIBITS TO
                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1997
                           Commission File No. 0-24946

                                       12
<PAGE>
                           KNIGHT TRANSPORTATION, INC.

                         INDEX TO EXHIBITS TO FORM 10-Q

                                                                Sequentially
Exhibit No.     Description                                    Numbered Pages(1)
- ----------      -----------                                    --------------

Exhibit 4        Instruments defining the rights of security 
                 holders, including indentures
                
            (a)  Articles  4,  10  and  11 of  the  Restated
                 Articles of  Incorporation  of the Company.
                 (Incorporated  by  reference to Exhibit 3.1
                 to the  Company's  Report  on Form 10-K for
                 the fiscal year ended December 31, 1994.)

            (b)  Sections  2  and  5  of  the   Amended  and
                 Restated    By-laws    of   the    Company.
                 (Incorporated  by  reference to Exhibit 3.2
                 to the  Company's  Report  on Form 10-K for
                 the fiscal year ended December 31, 1995.)

Exhibit 11  Schedule of Computation of Net Income Per Share


Exhibit 27  Financial Data Schedule

(1) The page numbers where exhibits (other than those incorporated by reference)
may be found are indicated only on the manually signed report.
                                       13

                           KNIGHT TRANSPORTATION, INC.
                                AND SUBSIDIARIES

                 SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE
                                   (unaudited)
<TABLE>
<CAPTION>
                                              Three Months Ended        Six Months Ended
                                                    June 30                 June 30
                                           ----------------------    ----------------------

                                              1997        1996         1997         1996
                                              ----        ----         ----         ----
<S>                                        <C>          <C>          <C>          <C>
Primary and Fully diluted:

Common shares outstanding
   beginning of period                     9,904,500    9,102,000    9,904,500    9,102,000

Common share equivalents:
   Employee stock options 
   outstanding &  canceled (1)
                  Primary                    177,176      115,560      173,683       88,934
                  Fully diluted              198,201      140,283      200,209      139,378
   Employee stock options 
   exercised (1)
                  Primary
                  Fully diluted                  989         --            497         --
                                                 989         --            497         --
                                          ----------   ----------   ----------   ----------

   Number of common share and common
   share equivalents outstanding
                  Primary                 10,082,665    9,217,560   10,078,680    9,190,934
                                          ==========   ==========   ==========   ==========
                  Fully diluted           10,103,690    9,242,283   10,105,206    9,241,378
                                          ==========   ==========   ==========   ==========

Net Income                                 2,577,750    1,800,901    4,669,755    3,388,700

   Net income per common share and
   common share equivalent
                  Primary                 $      .26   $      .20   $      .46   $      .37
                                          ==========   ==========   ==========   ==========
                  Fully diluted           $      .26   $      .19   $      .46   $      .37
                                          ==========   ==========   ==========   ==========

Notes:

(1) Amount calculated using the treasury stock method.
</TABLE>
                                   EXHIBIT 11
                                       14

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                              LEGEND : THE SCHEDULE  CONTAINS SUMMARY  FINANCIAL
                              INFORMATION    EXTRACTED    FROM   THE   COMPANY'S
                              CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED
                              IN ITS  ENTIRETY BY  REFERENCE  TO SUCH  FINANCIAL
                              STATEMENTS.
</LEGEND>
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1997
<PERIOD-START>                                                       JAN-01-1997
<PERIOD-END>                                                         JUN-30-1997
<EXCHANGE-RATE>                                                                1
<CASH>                                                                    26,571               
<SECURITIES>                                                                   0
<RECEIVABLES>                                                         11,417,478
<ALLOWANCES>                                                             384,172
<INVENTORY>                                                              439,927
<CURRENT-ASSETS>                                                      14,409,100
<PP&E>                                                                72,510,776
<DEPRECIATION>                                                       (15,639,159)
<TOTAL-ASSETS>                                                        72,262,224
<CURRENT-LIABILITIES>                                                 11,132,137
<BONDS>                                                                        0
                                                          0
                                                                    0
<COMMON>                                                                  99,195
<OTHER-SE>                                                            50,730,592
<TOTAL-LIABILITY-AND-EQUITY>                                          72,262,224
<SALES>                                                                        0
<TOTAL-REVENUES>                                                      45,563,216
<CGS>                                                                          0
<TOTAL-COSTS>                                                         37,637,133
<OTHER-EXPENSES>                                                               0
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                        23,672
<INCOME-PRETAX>                                                        7,949,755
<INCOME-TAX>                                                           3,280,000
<INCOME-CONTINUING>                                                    4,669,755
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                           4,669,755
<EPS-PRIMARY>                                                                .46
<EPS-DILUTED>                                                                .46
                                                                 

</TABLE>


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