COVENANT TRANSPORT INC
10-Q, 1996-08-13
TRUCKING (NO LOCAL)
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                      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.
<PAGE>  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    

<PAGE>  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.
<PAGE>  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.
<PAGE>  5
<TABLE>

                       COVENANT TRANSPORT, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  For the six months ended June 30, 1995 and 1996
                                   (unaudited)
<CAPTION>
                                
               Series I   Class A     Class B     Additional                   
  Total 
               Preferred  Common      Common      Paid-In       Retained     Stockholders'
                Stock     Stock       Stock       Capital       Earnings       Equity 
<S>            <C>        <C>         <C>         <C>           <C>          <C>               
              
- - ---------------------------------------------------------------------------
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
              
========================================================================== 
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>  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.
<PAGE>  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.
                     
<PAGE>  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.
<PAGE>  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).
<PAGE>  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.
<PAGE>  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.
<PAGE>  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.
<PAGE>  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






<PAGE> 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.


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         1456509
<SECURITIES>                                         0
<RECEIVABLES>                                 33148032
<ALLOWANCES>                                    450000
<INVENTORY>                                     640018
<CURRENT-ASSETS>                              40019669
<PP&E>                                       177506853
<DEPRECIATION>                                31716062
<TOTAL-ASSETS>                               187000242
<CURRENT-LIABILITIES>                         10143982
<BONDS>                                       90150000
                                0
                                          0
<COMMON>                                        133500
<OTHER-SE>                                    76024760
<TOTAL-LIABILITY-AND-EQUITY>                 187000242
<SALES>                                              0
<TOTAL-REVENUES>                             109083358
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             100868809
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             2860151
<INCOME-PRETAX>                                5354398
<INCOME-TAX>                                   1948000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   3406398
<EPS-PRIMARY>                                     0.26
<EPS-DILUTED>                                        0
        

</TABLE>


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