-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HY1d5+29Z1ibtaaM+XAhQvv7TidWxAIb1cS3rHpXprrCl2CHzKxHQL5dwastGuwR xFGGnEYhZ20dHVbHBSAYrQ== 0001008886-96-000029.txt : 19960906 0001008886-96-000029.hdr.sgml : 19960906 ACCESSION NUMBER: 0001008886-96-000029 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT TRANSPORT INC CENTRAL INDEX KEY: 0000928658 STANDARD INDUSTRIAL CLASSIFICATION: 4213 IRS NUMBER: 880320154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24960 FILM NUMBER: 96610621 BUSINESS ADDRESS: STREET 1: 1320 EAST 23RD ST CITY: CHATTANOOGA STATE: TN ZIP: 37404 BUSINESS PHONE: 6156290393 MAIL ADDRESS: STREET 1: 1320 E 23RD ST STREET 2: P O BOX 22997 CITY: CHATTANOOGA STATE: TN ZIP: 37404 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 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 June 30, 1996 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-24960 Covenant Transport, Inc. (Exact name of registrant as specified in its charter) Nevada 88-0320154 (State or other jurisdiction of (I.R.S. employer incorporation or jurisdiction) identification number) 1320 East 23rd Street Chattanooga, TN 37404 (423) 629-393 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) 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 the filing requirements for at least the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (July 7, 1996) Class A Common Stock, $.01 par value: 11,000,000 shares Class B Common Stock, $.01 par value: 2,350,000 shares Exhibit Index is on Page 12. 2 PART I FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial statements Condensed consolidated balance sheets as of December 31, 1995 and June 30, 1996 (unaudited). . . . . . . . . . . . 3 Condensed consolidated statements of operations for the three and six months ended June 30, 1995 and 1996 (unaudited). . . . . . . . . . . . . . . . . . . . . 4 Condensed consolidated statements of stockholders' equity for the six months ended June 30, 1995 and 1996 (unaudited). . . . . . . . . . . . . . . . . . . . . 5 Condensed consolidated statements of cash flows for the six months ended June 30, 1995 and 1996 (unaudited) . . . 6 Notes to condensed consolidated financial statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . 7 Item 2. Management's discussion and analysis of financial condition and results of operations . . . . . . . . . . . . . . . . 8 - 11 PART II OTHER INFORMATION PAGE NUMBER Item 1. Legal proceedings . . . . . . . . . . . . . . . . . . . . . 12 Items 2., 3., 4., and 5. Not applicable Item 6. Exhibits and reports on Form 8-K. . . . . . . . . . . . . . 12 3 COVENANT TRANSPORT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1995 June 30, 1996 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 461,288 $ 1,456,509 Accounts receivable, net of allowance of $400,000 in 1995, and $450,000 in 1996 29,737,998 33,023,305 Drivers advances and other receivables 6,984,564 574,727 Tires and parts inventory 801,460 640,018 Prepaid expenses 2,692,158 4,163,110 Deferred income taxes 176,000 162,000 ------------ ------------ Total current assets 40,853,468 40,019,669 Property and equipment, at cost 149,428,386 177,506,853 Less accumulated depreciation and amortization 22,020,359 31,716,062 ------------ ------------ Net property and equipment 127,408,027 145,790,791 Other 1,119,484 1,189,782 Total assets $169,380,979 $187,000,242 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 50,000 $ 50,000 Accounts payable 3,512,918 5,853,164 Accrued expenses 3,152,199 4,240,818 ------------ ------------ Total current liabilities 6,715,117 10,143,982 Long-term debt, less current maturities 80,150,000 90,150,000 Deferred income taxes 9,764,000 10,548,000 ------------ ------------ Total liabilities 96,629,117 110,841,982 ------------ ------------ Stockholders' equity: Class A common stock, $.01 par value; 11,000,000 shares issued and outstanding 110,000 110,000 Class B common stock, $.01 par value; 2,350,000 shares issued and outstanding 23,500 23,500 Additional paid-in capital 50,469,596 50,469,596 Retained earnings 22,148,766 25,555,164 ------------ ------------ Total stockholders' equity 72,751,862 76,158,260 ------------ ------------ Total liabilities and stockholders'equity $169,380,979 $187,000,242 ============ ============ The accompanying notes are an integral part of these condensed financial statements. 4 COVENANT TRANSPORT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three months ended Six months ended June 30, June 30, 1995 1996 1995 1996 ------------ ------------ ------------ ------------ Revenue . . . . . . $ 44,635,268 $ 59,625,531 $ 83,044,313 $109,083,358 Operating expenses: Salaries, wages, and related expenses. . . . . 21,064,388 27,033,645 38,968,088 50,559,249 Fuel, oil, and road expenses . . 9,318,129 13,917,483 17,149,834 25,385,520 Revenue equipment rentals and purchased transportation. . 298,648 90,159 549,620 321,179 Repairs. . . . . . 704,471 959,893 1,425,501 2,014,008 Operating taxes and licenses. . . 1,192,178 1,556,754 2,262,480 3,078,858 Insurance. . . . . 1,326,550 1,511,214 2,328,451 2,866,276 General supplies and expenses. . . 2,495,903 3,053,421 4,702,454 6,093,233 Depreciation and amortization, including gain on disposition of equipment. . . 3,977,344 5,410,893 7,352,931 10,550,486 ------------ ------------ ------------ ------------ Total operating expenses. . . . 40,377,611 52,533,462 74,739,359 100,868,809 ------------ ------------ ------------ ------------ Operating income 4,257,657 6,092,069 8,304,954 8,214,549 Interest expense. . 984,926 1,491,991 1,757,204 2,860,151 ------------ ------------ ------------ ------------ Income before income taxes . . 3,272,731 4,600,078 6,547,750 5,354,398 Income tax expense 1,181,000 1,676,000 2,360,000 1,948,000 ------------ ------------ ------------ ------------ Net income . . 2,091,731 2,924,078 4,187,750 3,406,398 ------------ ------------ ------------ ------------ Earnings per share Net income . . . . $ 0.16 $ 0.22 $ 0.31 $ 0.26 ============ ============ ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements. 5 COVENANT TRANSPORT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the six months ended June 30, 1995 and 1996 (unaudited)
Series I Class A Class B Additional Total Preferred Common Common Paid-In Retained Stockholders' Stock Stock Stock Capital Earnings Equity - - --------------------------------------------------------------------------- Balances at December 31, 1994 $ - $110,000 $ 23,500 $50,469,596 $12,865,967 $63,469,063 Net income (unaudited) - - - - 4,187,750 4,187,750 - - --------------------------------------------------------------------------- Balances at June 30, 1995 (unaudited) $ - $110,000 $ 23,500 $50,469,596 $17,053,717 $67,656,813 =========================================================================== Balances at December 31, 1995 $ - $110,000 $ 23,500 $50,469,596 $22,148,766 $72,751,862 Net income (unaudited) - - - - 3,406,398 3,406,398 - - -------------------------------------------------------------------------- Balances at June 30, 1996 (unaudited) $ - $110,000 $ 23,500 $50,469,596 $25,555,164 $76,158,260 ==========================================================================
The accompanying notes are an integral part of these condensed consolidated financial statements. 6 COVENANT TRANSPORT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 1995 and 1996 (Unaudited) 1995 1996 ------------- ------------- Cash flows from operating activities: Net income $ 4,187,750 $ 3,406,398 Adjustments to reconcile net income to net cash provided by operating activities: Provision for losses on receivables 51,544 176,461 Depreciation and amortization 7,582,326 10,693,238 Deferred income tax expense 2,050,000 798,000 Gain on disposition of property and equipment (229,395) (212,752) Changes in operating assets and liabilities: Receivables, advances and other assets (8,047,661) 2,913,929 Prepaid expenses (1,797,393) (1,470,952) Tire and parts inventory (223,121) 161,442 Accounts payable and accrued expenses (1,042,791) 3,428,865 ------------- ------------- Net cash flows provided by operating activities 2,531,259 19,894,629 ------------- ------------- Cash flows from investing activities: Acquisition of property and equipment (38,469,890) (31,315,637) Proceeds from disposition of property and equipment 4,859,131 2,548,681 ------------- ------------- Net cash flows used by investing activities (33,610,759) (28,766,956) ------------- ------------- Cash flows from financing activities: Proceeds from issuance of long-term debt 62,000,000 10,000,000 Repayments of long-term debt (35,106,759) - Deferred debt issuance costs (202,900) (132,452) ------------- ------------- Net cash flows provided by financing activities 26,690,341 9,867,548 ------------- ------------- Net change in cash and cash equivalents (4,389,159) 995,221 Cash and cash equivalents at beginning of period 4,877,361 461,288 ------------- ------------- Cash and cash equivalents at end of period $ 488,202 $ 1,456,509 ============= ============= The accompanying notes are an integral part of these condensed consolidated financial statements. 7 COVENANT TRANSPORT, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Basis of Presentation The condensed consolidated financial statements include the accounts of Covenant Transport, Inc., a Nevada holding company, and its wholly-owned subsidiary (the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements have been prepared, without audit, in accordance with generally accepted accounting principles, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments which are necessary for a fair presentation of the results for the interim periods presented, such adjustments being of a normal recurring nature. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 1995 Condensed Consolidated Balance Sheet was derived from the audited balance sheet of the Company for the year then ended. It is suggested that these condensed consolidated financial statements and notes thereto be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 1995. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth the percentage relationship of certain items to revenue for the periods indicated: Three months ended Six months ended June 30, June 30, 1995 1996 1995 1996 -------------------------------------------- Revenue 100.0% 100.0% 100.0% 100.0% Operating expenses: Salaries, wages, and related expenses 47.2 45.3 46.9 46.3 Fuel, oil, and road expenses 20.9 23.4 20.7 23.3 Revenue equipment rentals and purchased transportation 0.7 0.2 0.7 0.3 Repairs 1.6 1.6 1.7 1.9 Operating taxes and licenses 2.6 2.6 2.7 2.8 Insurance 3.0 2.5 2.8 2.6 General supplies and expenses 5.6 5.1 5.7 5.6 Depreciation and amortization 8.9 9.1 8.8 9.7 -------------------------------------------- Total operating expenses 90.5 89.8 90.0 92.5 -------------------------------------------- Operating income 9.5 10.2 10.0 7.5 Interest expense 2.2 2.5 2.1 2.6 -------------------------------------------- Income before income taxes 7.3 7.7 7.9 4.9 Provision for income taxes 2.6 2.8 2.9 1.8 -------------------------------------------- Net income 4.7% 4.9% 5.0% 3.1% ============================================ COMPARISON OF THREE MONTHS ENDED JUNE 30, 1996 TO THREE MONTHS ENDED JUNE 30, 1995 Revenue increased 33.6%, to $59.6 million in the 1996 period from $44.6 million in the 1995 period. The revenue increase was primarily generated by a 30.6% increase in weighted average tractors, to 1,493 during the 1996 quarter from 1,143 during the 1995 quarter, as the Company expanded to meet demand from new customers and higher volume from existing customers. Tractor productivity also increased, as average miles per tractor increased to 38,462 in the 1996 period from 38,029 in the 1995 period and deadhead decreased to 5.4% of total miles in the 1996 period from 5.9% in the 1995 period. Average revenue per loaded mile remained virtually unchanged at $1.10 in the 1996 period ($1.08 net of the surcharge) compared with $1.09 in the 1995 period. The 1996 revenue number included approximately $775,000 attributable to a fuel surcharge instituted in the second quarter of 1996 in order to offset unusually high per gallon fuel prices. Salaries, wages and related expenses decreased to 45.3% of revenue in the 1996 period from 47.2% in the 1995 period. Driver wages as a percentage of revenue decreased to 32.9% in the 1996 period from 33.7% in the 1995 period, and employee leasing company charges decreased to 5.9% of revenue in the 1996 period from 6.9% in the 1995 period. The decrease as a percentage of revenue was attributable to improved equipment utilization in 1996 as well as the lower leasing company rates. 9 Fuel, oil and road expenses increased to 23.4% of revenue in the 1996 period from 20.9% in the 995 period, as a result of increased per gallon fuel costs in the 1996 period. The fuel surcharge implemented during the 1996 period recovered more than 50% of the fuel price increase. Revenue equipment rentals and purchased transportation decreased to 0.2% of revenue in the 1996 period from 0.7% in the 1995 period. During the 1996 period, the Company continued to reduce its revenue equipment under long-term operating leases and by the end of the quarter, had eliminated all long-term operating leases for revenue equipment. Insurance, consisting primarily of premiums for liability, physical damage and cargo damage insurance, decreased to 2.5% of revenue in the 1996 period from 3.0% in the 1995 period, as the Company's safety record continued to result in rate reductions. General supplies and expenses, consisting primarily of driver recruiting expenses, communications and agent commissions, decreased to 5.1% of revenue in the 1996 period from 5.6% in the 1995 period. Driver recruiting, agent commissions and communications all decreased as a percent of revenue during the 1996 period, partially because of improved revenue per tractor. These savings were partially offset by higher costs in the driver orientation program as the company added one day to driver orientation. Depreciation and amortization, consisting primarily of depreciation of revenue equipment, increased to 9.1% of revenue in the 1996 period from 8.9% in the 1995 period as a result of all tractors being equipped with satellite communication units for the entire 1996 period while in the 1995 period not all tractors had such units. Primarily as a result of the foregoing, the Company's operating ratio was 89.8% in the 1996 period versus 90.5% in the 1995 period. Interest expense increased to 2.5% of revenue in the 1996 period from 2.2% in the 1995 period, as higher average debt balances ($84.7 million in the 1996 period compared with $54.5 million in the 1995 period) more than offset lower average interest rates (7.0% in the 1996 period compared with 7.2% in the 1995 period). The Company's effective tax rate was 36.4% in the 1996 period, compared with 36.1% in the 1995 period. Primarily as a result of the factors described above, net income increased to $2.9 million in the 1996 period (4.9% of revenue) from $2.1 million in the 1995 period (4.7% of revenue). 10 COMPARISON OF SIX MONTHS ENDED JUNE 30, 1996 TO SIX MONTHS ENDED JUNE 30, 1995 Revenue increased 31.4%, to $109.1 million in the 1996 period from $83.0 million in the 1995 period. The revenue increase was primarily generated by a 31.5% increase in weighted average tractors, to 1,442 during the 1996 period from 1,097 during the 1995 period, as the Company expanded to meet demand from new customers and higher volume from existing customers. Tractor productivity also increased, as average miles per tractor increased to 73,650 in the 1996 period from 73,587 in the 1995 period, and deadhead decreased to 5.5% of total miles in the 1996 period from 6.0% in the 1995 period. Average revenue per loaded mile was unchanged at $1.09 in the 1996 period ($1.08 net of the surcharge) and the 1995 period. The 1996 revenue number included approximately $775,000 attributable to a fuel surcharge instituted in the second quarter of 1996 in order to offset unusually high per gallon fuel prices. Salaries, wages and related expenses decreased to 46.3% of revenue in the 1996 period from 46.9% in the 1995 period. Driver wages as a percentage of revenue increased to 33.4% in the 1996 period from 33.1% in the 1995 period because of increased layover and other non-productive wages related to severe weather in the first quarter 1996. The temporary increase in driver pay was more than offset by improved equipment utilization and deadhead, as well as a negotiated reduction in employee leasing company charges which decreased to 6.1% of revenue in the 1996 period from 7.2% in the 1995 period. Fuel, oil and road expenses increased to 23.3% of revenue in the 1996 period from 20.7% in the 1995 period, as a result of increased per gallon fuel costs in the 1996 period. The fuel surcharge implemented during the second quarter 1996 recovered a portion of the fuel price increase. Revenue equipment rentals and purchased transportation decreased to 0.3% of revenue in the 1996 period from 0.7% in the 1995 period. During the 1996 period, the Company continued to reduce its revenue equipment under long-term operating leases and had eliminated all long-term leases of revenue equipment at June 30, 1996. Insurance, consisting primarily of premiums for liability, physical damage and cargo damage insurance, decreased to 2.6% of revenue in the 1996 period from 2.8% in the 1995 period, as the Company's safety record continued to result in rate reductions. General supplies and expenses, consisting primarily of driver recruiting expenses, communications and agent commissions, decreased to 5.6% of revenue in the 1996 period from 5.7% in the 1995 period. Cost saving measures implemented during the 1996 period were somewhat offset by the effects of the severe weather during the first quarter 1996. Depreciation and amortization, consisting primarily of depreciation of revenue equipment, increased to 9.7% of revenue in the 1996 period from 8.8% in the 1995 period as a result of poor equipment utilization during the first quarter 1996 and all tractors being equipped with satellite communication units for the entire 1996 period while in the 1995 period not all tractors had such units. 11 Primarily as a result of the foregoing, the Company's operating ratio was 92.5% in the 1996 period versus 90.0% in the 1995 period. Interest expense increased to 2.6% of revenue in the 1996 period from 2.1% in the 1995 period, as higher average debt balances ($82.3 million in the 1996 period compared with $48.9 million in the 1995 period) more than offset lower average interest rates (6.9% in the 1996 period compared with 7.2% in the 1995 period). The Company's effective tax rate was 36.0% in the 1996 period and the 1995 period. Primarily as a result of the factors described above, net income decreased to $3.4 million in the 1996 period (3.1% of revenue) from $4.2 million in the 1995 period (5.0% of revenue). LIQUIDITY AND CAPITAL RESOURCES The growth of the Company's business has required significant investments in new revenue equipment. The Company's primary sources of liquidity are funds provided by operations and borrowings under agreements with financial institutions. The Company's primary sources of cash flow from operations are net income increased by depreciation and deferred income taxes. The Company's principal uses of cash flow from operations are to acquire new revenue equipment, make payments on debt, and finance receivables and advances associated with growth in the business. Net cash provided by operating activities was $19.9 million in the six months ended June 30, 1996 compared with $2.5 million for the same period in 1995. Collection of a $5 million receivable from the December 1995 sale of used equipment and improved cash flow procedures relating to accounts payable and accounts receivable contributed to the 1996 improvement in cash flow. Net cash used in investing activities was $28.8 million in the 1996 period versus $33.6 million in the 1995 period. These amounts were used primarily to acquire additional revenue equipment as the Company expanded its operations. The Company expects capital expenditures (primarily for revenue equipment), net of trade-ins, to be approximately $45.0 million in 1996. Net cash provided by financing activities was $9.9 million in 1996 compared with $26.7 million in 1995. The cash provided by financing activities related primarily to borrowings under a credit agreement in both periods. At June 30, 1996, the Company had outstanding debt of $90.2 million, substantially all of which related to draws under the $70 million credit agreement and $25 million in senior notes due October 2005. Interest rates on this debt ranged from 6.1% to 7.4% at June 30, 1996. The Company expects to relocate its headquarters during December 1996 in the Chattanooga area. The headquarters lease agreements contemplate a total land acquisition and construction budget of up to $15 million under a "build-to-suit" operating lease. Therefore, the Company will not experience any cashflow impact during the construction phase. The relocation is expected to result in a $650,000 annual after-tax increase in the Company's overall costs of its headquarters given current interest rates. The increase could be reduced upon successful sale or subleasing of the Company's current facility in Chattanooga. The credit agreement, senior notes, and lease agreements subject the Company to certain restrictions and covenants relating to, among other things, dividends, tangible net worth, cash flow, acquisitions and dispositions, and total indebtedness. All of these agreements are cross-defaulted. 12 PART II OTHER INFORMATION Item 1. Legal Proceedings No reportable events or material changes occurred during the quarter for which this report is filed. Items 2, 3, 4 and 5. Not applicable Item 6. Exhibits and reports on Form 8-K. (a) Exhibits Exhibit Number Description 3.1* Restated Articles of Incorporation 3.2* Amended Bylaws dated September 27, 1994 4.1* Restated Articles of Incorporation 4.2* Amended Bylaws dated September 27, 1994 10.1*** Service Agreement dated July 30, 1995, between TTC, Inc. and Covenant Transport, Inc., a Tennessee corporation, for the provision of leased personnel. 10.3** Credit Agreement dated January 17, 1995, among Covenant Transport, Inc., a Tennessee corporation, ABN-AMRO Bank N.V., as agent, and certain other banks. 10.4* Lease dated January 1, 1990, between David R. and Jacqueline F. Parker and Covenant Transport, Inc, a Tennessee corporation, with respect to the Chattanooga, Tennessee headquarters. 10.5* Lease dated June 1, 1994, between David R. and Jacqueline F. Parker and Covenant Transport, Inc, a Tennessee corporation, with respect to terminal facility in Greer, South Carolina. 10.6* Real Estate Purchase Agreement dated September 30, 1994, between Clyde M. Fuller and Covenant Transport, Inc, a Tennessee corporation, with respect to the terminal facility located in Oklahoma City, Oklahoma. 10.7* Real Estate Purchase Agreement dated August 10, 1994, between Clyde M. Fuller and Covenant Transport, Inc, a Tennessee corporation, with respect to the terminal facility located in Pomona, California. 10.8* Incentive Stock Plan. 10.9* 401(k) Plan 10.12**** Note Purchase Agreement dated October 15, 1995, among Covenant Transport, Inc, a Tennessee corporation and CIG & Co. 10.13**** First Amendment to Credit Agreement and Waiver dated October 15, 1995. 10.14***** Participation Agreement dated March 29, 1996, among Covenant Transport, Inc, a Tennessee corporation, Lease Plan USA, Inc., and ABN-AMRO Bank, N.V., Atlanta Agency. 10.15***** Second Amendment to Credit Agreement and Waiver dated April 12, 1996. 10.16***** First Amendment to Note Purchase Agreement and Waiver dated April 1, 1996. 11 Statement re: Computation of Per Share Earnings (page 14 herein). 27 Financial Data Schedule ___________________________ * Filed as an exhibit to the registrant's Registration Statement on Form S-1, Registration No. 33-82978, effective October 28, 1994, and incorporated herein by reference. ** Filed as an exhibit to the registrant's Form 10-Q for the quarter ended March 31, 1995, and incorporated herein by reference. *** Filed as an exhibit to the registrant's Form 10-Q for the quarter ended June 30, 1995, and incorporated herein by reference. **** Filed as an exhibit to the registrant's Form 10-K for the year ended December 31, 1995, and incorporated herein by reference. ***** Filed as an exhibit to the registrant's Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference. (b) No reports on Form 8 - K have been filed during the quarter for which this report is filed. 13 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COVENANT TRANSPORT, INC. Date: July 25, 1995 By:/s/ Bradley A. Moline Treasurer and Chief Financial Officer EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 14 EXHIBIT 11 COVENANT TRANSPORT, INC. AND SUBSIDIARY SCHEDULE OF COMPUTATION OF NET EARNINGS PER SHARE (In thousands, except per share amounts) (Unaudited) Three months ended Six months ended June 30, June 30, 1995 1996 1995 1996 -------- -------- -------- -------- Net earnings $ 2,092 $ 2,924 $ 4,188 $ 3,406 ======== ======== ======== ======== Weighted average shares: Common shares outstanding 13,350 13,350 13,350 13,350 Common equivalent shares issuable upon exercise of employee stock options (1) - - - - Total weighted average shares 13,350 13,350 13,350 13,350 ======== ======== ======== ======= Primary net earnings per common and equivalent share $ 0.16 $ 0.22 $ 0.31 $ 0.26 = ==== = ==== = ==== = ==== Notes: (1) Amount calculated using the treasury stock method and fair market values. EX-27 3
5 6-MOS DEC-31-1996 JUN-30-1996 1456509 0 33148032 450000 640018 40019669 177506853 31716062 187000242 10143982 90150000 0 0 133500 76024760 187000242 0 109083358 0 0 100868809 0 2860151 5354398 1948000 0 0 0 0 3406398 0.26 0
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