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 March 31, 1998
( ) 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 identification number)
incorporation or organization)
400 Birmingham Hwy.
Chattanooga, TN 37419
(423) 821-0121
(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 (March 31, 1998)
Class A Common Stock, $.01 par value: 11,013,500 shares
Class B Common Stock, $.01 par value: 2,350,000 shares
Exhibit Index is on Page 11
Page 1 of 13
<PAGE>
PART I
FINANCIAL INFORMATION
PAGE
NUMBER
Item 1. Financial statements
Condensed consolidated balance sheets as of December 31, 1997
and March 31, 1998 (unaudited) 3
Condensed consolidated statements of operations for the three
months ended March 31, 1997 and 1998 (unaudited) 4
Condensed consolidated statements of cash flows for the three
months ended March 31, 1997 and 1998 (unaudited) 5
Notes to condensed consolidated financial statements (unaudited) 6
Item 2. Management's discussion and analysis of financial condition
and results of operations 8
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 2 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS December 31 March 31,
1997 1998
----------- -----------
(unaudited)
Current assets:
Cash and cash equivalents $ 2,609,520 $ 7,353,328
Accounts receivable, net of allowance of $810,000
in 1997 and $825,000 in 1998 37,792,308 38,424,380
Drivers advances and other receivables 964,575 2,035,656
Tire and parts inventory 1,120,684 1,186,604
Prepaid expenses 3,773,556 7,746,279
Deferred income taxes 1,111,000 1,111,485
----------- -----------
Total current assets 47,371,643 57,857,732
Property and equipment, at cost 228,931,936 239,386,406
Less accumulated depreciation and amortization 67,310,934 64,419,417
----------- -----------
Net property and equipment 161,621,002 174,966,989
Other 6,263,491 6,066,181
----------- -----------
Total assets $215,256,136 $238,890,902
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 1,565,639 $ 1,597,250
Accounts payable 5,328,346 6,747,987
Accrued expenses 9,073,554 10,241,033
Accrued income taxes 724,815 138,280
----------- -----------
Total current liabilities 16,692,354 18,724,550
Long-term debt, less current maturities 80,811,783 98,414,042
Deferred income taxes 22,155,000 23,430,227
----------- -----------
Total liabilities 119,659,137 140,568,819
Stockholders' equity:
Class A common stock, $.01 par value; 11,010,250
shares issued and outstanding as of December 31,
1997 and March 31, 1998 respectively 110,103 110,135
Class B common stock, $.01 par value; 2,350,000
shares issued and outstanding 23,500 23,500
Additional paid-in-capital 50,634,369 50,684,716
Retained earnings 44,829,027 47,503,731
----------- -----------
Total stockholders' equity 95,596,999 98,322,083
----------- -----------
Total liabilities and stockholders' equity $215,256,136 $238,890,902
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 3 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(unaudited)
1997 1998
---------- ----------
Revenue $62,587,858 $79,823,624
Operating expenses:
Salaries, wages, and related expenses 27,685,230 35,241,704
Fuel, oil and road expenses 15,559,625 15,921,969
Revenue equipment rentals and purchased
transportation 427,388 5,001,882
Repairs 1,267,433 1,924,765
Operating taxes and licenses 1,533,512 2,316,957
Insurance 1,785,908 2,424,063
General supplies and expenses 3,690,990 4,438,073
Depreciation and amortization, including gain on
disposition of equipment 6,356,027 6,772,950
---------- ----------
Total operating expenses 58,306,113 74,042,363
---------- ----------
Operating income 4,281,745 5,781,261
Interest expense 1,367,487 1,461,158
---------- ----------
Income before income taxes 2,914,258 4,320,103
Income tax expense 1,076,000 1,645,400
---------- ----------
Net income $ 1,838,258 $ 2,674,703
========== ==========
Earnings per share:
Basic and diluted earnings per share $ 0.14 $ 0.20
========== ==========
Weighted average common shares outstanding 13,350 13,361
========== ==========
Adjusted weighted average common shares and
assumed conversions outstanding 13,350 13,387
========== ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 4 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(unaudited)
1997 1998
----------- -----------
Cash flows from operating activities:
Net income $ 1,838,258 $ 2,674,703
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses on receivables 50,000 15,000
Depreciation and amortization 6,360,277 7,761,109
Deferred income taxes 1,256,000 1,275,712
Gain on disposition of property and equipment (4,250) (988,159)
Changes in operating assets and liabilities:
Receivables and advances (3,521,503) (1,700,853)
Prepaid expenses (2,317,853) (3,973,208)
Tire and parts inventory (108,161) (65,920)
Accounts payable and accrued expenses 1,208,200 2,000,108
------------ -----------
Net cash flow provided by operating activities 4,760,968 6,998,492
Cash flows from investing activities:
Acquisition of property and equipment (16,288,112) (29,834,279)
Proceeds from disposition of property and equipment 1,300,390 9,895,352
----------- -----------
Net cash flow used in investing activities (14,987,722) (19,938,927)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 11,000,000 22,000,000
Repayments of long-term debt -- (4,366,132)
Deferred debt issuance cost -- --
Exercise of stock options -- 50,375
----------- -----------
Net cash flow provided by financing activities 11,000,000 17,684,243
----------- -----------
Net change in cash and cash equivalents 773,246 4,743,808
Cash and cash equivalents at beginning of period 3,491,543 2,609,520
Cash and cash equivalents at end of period $ 4,264,789 $ 7,353,328
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 5 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
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
subsidiaries (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, 1997
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, 1997.
Results of operations in interim periods are not necessarily indicative of
results to be expected for a full year.
Note 2. Basic and Diluted Earnings Per Share
The following table sets forth for the periods indicated the calculation
of net earnings per share included in the Company's Condensed Consolidated
Statement of Operations:
Period ended March 31,
----------------------------
1997 1998
------------ --------------
Numerator:
Net Income $ 1,838,258 $ 2,674,703
Denominator:
Denominator for basic earnings per
share -- weighted-average shares 13,350,000 13,361,000
Effect of dilutive securities:
Employee stock options -- 26,000
------------ ------------
Denominator for diluted earnings
per share -- adjusted weighted-
average shares and assumed
conversions 13,350,000 13,387,000
============ ============
Basic earnings per share: $ 0.14 $ 0.20
============ ============
Diluted earnings per share: $ 0.14 $ 0.20
============ ============
Page 6 of 13
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Note 3. Audit
The Internal Revenue Service is currently auditing the Company's tax
return for 1995. No assessment of additional amounts owed by the Company
has been made by the Internal Revenue Service to date. Based upon
discussions with the Company's tax advisors, management does not
anticipate any material liability resulting from the audit.
Note 4. Income Taxes
Income tax expense varies from the amount computed by applying the federal
corporate income tax rate of 35% to income before income taxes primarily
due to state income taxes, net of federal income tax effect, which were
approximately 1% higher in the quarter ended March 31, 1998 as compared
with the quarter ended March 31, 1997.
- ------------------------
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements in paragraphs that are
marked with an asterisk. Statements by the Company in press releases,
public filings, and stockholder reports, as well as oral public statements
by Company representatives, also may contain certain forward looking
information. Forward-looking information is subject to certain risks and
uncertainties that could cause actual results to differ materially from
those projected. Without limitation, these risks and uncertainties include
economic factors such as recessions, downturns in customers' business
cycles, surplus inventories, inflation, fuel price increases, and higher
interest rates; the resale value of the Company's used revenue equipment;
the availability and compensation of qualified drivers; competition from
trucking, rail, and intermodal competitors; and the ability to identify
acceptable acquisition targets and negotiate, finance, and consummate
acquisitions and integrate acquired companies. Readers should review and
consider the various disclosures made by the Company in its press
releases, stockholder reports, and public filings, as well as the factors
explained in greater detail in the Company's annual report on Form 10-K.
Page 7 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company's revenue grew 27.5%, to $79.8 million in the three months
ended March 31, 1998, compared with $62.5 million during the same period of
1997. The Company's pretax margin expanded to 5.4% of revenue from 4.6% of
revenue, reflecting improved revenue per tractor and lower costs of operation
(particularly fuel) as a percentage of revenue. Although the Company's pretax
margin expanded, there were significant fluctuations among expense categories,
primarily as a result of two factors: (i) the growing percentage of the
Company's tractor fleet being obtained through owner-operators, and (ii) the use
of operating leases to finance a substantial portion of the revenue equipment
added during the second half of 1997. Costs associated with revenue equipment
acquired under operating leases or through agreements with owner-operators are
expensed as "revenue equipment rentals and purchased transportation." For these
categories of equipment the Company does not incur costs such as interest and
depreciation as it might with owned equipment. In addition, for owner-operator
tractors, driver compensation, fuel, communications, and certain other expenses
are borne by the owner-operator and are not incurred by the Company. Obtaining
equipment from owner-operators and under operating leases effectively shifts
expenses from interest to "above the line" operating expenses. Because of
fluctuations that may occur from time-to-time in the percentage of the Company's
fleet that is owned versus obtained from owner-operators and under operating
leases, management intends to evaluate the Company's efficiency using pretax
margin and net margin rather than operating ratio.(*)
The following table sets forth the percentage relationship of certain items to
revenue for the three months ended March 31, 1997 and 1998:
1997 1998
----------- ----------
Revenue 100.0% 100.0%
Operating expenses:
Salaries, wages, and related expenses 44.2 44.1
Fuel, oil, and road expenses 24.9 20.0
Revenue equipment rentals and purchased 0.7 6.3
transportation
Repairs 2.0 2.4
Operating taxes and licenses 2.5 2.9
Insurance 2.8 3.0
General supplies and expenses 5.9 5.6
Depreciation and amortization, including gain on
disposition of equipment 10.2 8.5
----------- ----------
Total operating expenses 93.2 92.8
----------- ----------
Operating income 6.8 7.2
Interest expense 2.2 1.8
----------- ----------
Income before income taxes 4.7 5.4
Income tax expense 1.7 2.1
----------- ----------
Net income 2.9% 3.4%
=========== ==========
Page 8 of 13
<PAGE>
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 TO THREE MONTHS
ENDED MARCH 31, 1997
Revenue increased $17.2 million (27.5%), to $79.8 million in the 1998 period
from $62.6 million in the 1997 period. The revenue increase was primarily
generated by a 22.7% increase in weighted average tractors, to 2,125 during the
1998 period from 1,732 during the 1997 period, as the Company expanded
internally to meet demand from new customers and higher volume from existing
customers, as well as externally through the acquisitions of Trans-Roads, Inc.
and Bud Meyer Truck Lines, Inc. during August and October of 1997, respectively.
The Company's average revenue per loaded mile increased to approximately $1.15
during the 1998 period from $1.11 during the 1997 period. The increase was
attributable to per-mile rate increases negotiated by the Company as well as
higher revenue per loaded mile at Bud Meyer Truck Lines. The increase in average
revenue per loaded mile more than offset an increase in empty miles percentage.
Revenue per total mile increased to $1.08 in the 1998 period from $1.05 in the
1997 period ($1.04 without fuel surcharge).
Salaries, wages, and related expenses increased $7.6 million (27.3%), to $35.2
million in the 1998 period from $27.7 million in the 1997 period. As a
percentage of revenue, salaries, wages and related expenses remained essentially
constant at 44.1% of revenue in the 1998 period and 44.2% in the 1997 period.
Driver wages as a percentage of revenue decreased to 31.5% in the 1998 period
from 32.5% in the 1997 period as the use of owner-operators more than offset a
pay increase that went into effect in May 1997. The Company also experienced a
decrease in non-driving employee payroll expense to 3.2% in the 1998 period from
5.5% in the 1997 period as the Company reduced the number of non-driving
employees per tractor, and continued to benefit from a reduction in worker's
compensation premiums, which were negotiated in August 1997 with a fixed rate
for a three-year period.
Fuel, oil, and road expenses increased $362,000 (2.3%), to $15.9 million in the
1998 period from $15.6 million in the 1997 period. As a percentage of revenue,
fuel, oil and road expenses decreased to 20.0% of revenue in the 1998 period
from 24.9% in the 1997 period primarily as a result of improved fuel prices
during the 1998 period. Fuel surcharges were not in effect during the 1998
period and amounted to nearly $.01 per mile during the 1997 period.
Revenue equipment rentals and purchased transportation increased $4.6 million,
to $5.0 million in the 1998 period from $427,000 in the 1997 period. As a
percentage of revenue, revenue equipment rentals and purchased transportation
increased to 6.3% in the 1998 period from 0.7% in the 1997 period. During 1997,
the Company began using owner-operators of revenue equipment, who provide a
tractor and driver and cover all of their operating expenses in exchange for a
fixed payment per mile. Accordingly, expenses such as driver salaries, fuel,
repairs, depreciation, and interest normally associated with Company-owned
equipment are consolidated in revenue equipment rents and purchased
transportation when owner-operators are utilized. The Company also entered into
operating leases of 241 tractors during 1997.
Repairs increased $657,000 (51.9%), to $1.9 million in the 1998 period from $1.3
million in the 1997 period. As a percentage of revenue, repairs increased to
2.4% in the 1998 period from 2.0% in the 1997 period, primarily as a result of
an increase in the number of tractors and trailers damaged in accidents
experienced by the Company.
Page 9 of 13
<PAGE>
Operating taxes and licenses increased approximately $783,000 (51.1%), to $2.3
million in the 1998 period from $1.5 million in the 1997 period. As a percent of
revenue, operating taxes and licenses increased to 2.9% in the 1998 period from
2.5% in the 1997 period. The expense as a percent of revenue was elevated by an
unusual concentration of permits that normally would be received over two
quarters.
Insurance increased $638,000 (35.7%), to $2.4 million in the 1998 period from
$1.8 million in the 1997 period. As a percentage of revenue, insurance increased
to 3.0% of revenue in the 1998 period from 2.8% in the 1997 period as an
increase in accident claims and higher deductible limits ($5,000 compared with
$2,500) more than offset a reduction in insurance premiums per million dollars
of revenue.
General supplies and expenses, consisting primarily of driver recruiting,
communications expenses, and facilities expenses, increased $747,000 (20.2%), to
$4.4 million in the 1998 period from $3.7 million in the 1997 period. As a
percentage of revenue, general supplies and expenses decreased to 5.6% of
revenue in the 1998 period from 5.9% in the 1997 period. The 1998 decrease is
primarily related to the fixed nature of a portion of these costs, which was
more effectively spread over higher revenue.
Depreciation and amortization, consisting primarily of depreciation of revenue
equipment, increased $417,000 (6.6%), to $6.8 million in the 1998 period from
$6.4 million in the 1997 period. As a percentage of revenue, depreciation and
amortization decreased to 8.5% of revenue in the 1998 period from 10.2% in the
1997 period as the Company utilized more owner operators, leased more revenue
equipment, and realized an increase in revenue per tractor per week, which more
efficiently spread this fixed cost over a larger revenue base.
Interest expense increased $94,000 (6.8%), to $1.5 million in the 1998 period
from $1.4 million in the 1997 period. Interest expense decreased to 1.8% of
revenue in the 1998 period from 2.2% in the 1997 period, as the Company financed
more equipment under operating leases and contracted with more owner-operators
during the 1998 period.
As a result of the foregoing, the Company's pretax margin improved to 5.4% in
the 1998 period versus 4.7% in the 1997 period.
The Company's effective tax rate was 38.1% in the 1998 period compared with
36.9% in the 1997 period reflecting increased state income taxes in the 1998
period.
Primarily as a result of the factors described above, net income increased
$837,000 (45.5%), to $2.7 million in the 1998 period (3.4% of revenue) from $1.8
million in the 1997 period (2.9% of revenue).
LIQUIDITY AND CAPITAL RESOURCES
The growth of the Company's business has required significant investments in new
revenue equipment. The Company has financed its revenue equipment requirements
with borrowings under installment notes payable to commercial lending
institutions and equipment manufacturers, borrowings under a line of credit,
cash flows from operations, and long-term
Page 10 of 13
<PAGE>
operating leases. The Company's primary sources of liquidity at March 31, 1998,
were funds provided by operations and borrowings under its primary credit
agreement, which had maximum available borrowing of $100 million at March 31,
1998 (the "Credit Agreement"). The Company believes its sources of liquidity are
adequate to meet its current and projected needs.(*)
The Company's primary sources of cash flow from operations in the 1998 period
were net income increased by depreciation and amortization, deferred income
taxes, and accounts payable and accrued expenses. The most significant uses of
cash provided by operations were to fund prepaid expenses (primarily license
plates for revenue equipment) and to finance increases in receivables and
advances associated with the Company's revenue growth. Net cash provided by
operating activities was $7.0 million in the 1998 period and $4.8 million in the
1997 period.(*)
Net cash used in investing activities was $19.9 million in the 1998 period and
$15.0 million in the 1997 period. These investments were primarily to acquire
additional revenue equipment as the Company expanded its operations. Projected
capital expenditures for 1998 are also expected to be used primarily to acquire
additional revenue equipment. The Company expects such capital expenditures, net
of trade-ins, to be approximately $20.0 million in the remainder of 1998. Total
projected capital expenditures, net of trade-ins, for 1998 are expected to be
$40.0 million excluding the effect of any potential acquisitions. (*)
Net cash provided by financing activities of $17.7 million in the 1998 period
was related to borrowings under the Credit Agreement. This compared with net
cash provided by financing activities of $11.0 million in the 1997 period. At
March 31, 1998, the Company had outstanding debt of $100.0 million, primarily
consisting of approximately $70.0 million drawn under the Credit Agreement,
$25.0 million in 10-year senior notes, and $5.0 million in term equipment
financing. Interest rates on this debt range from 6.25% to 12.5%.
The Credit Agreement is with a group of banks and has a maximum borrowing limit
of $100.0 million. Borrowings related to revenue equipment are limited to the
lesser of 90% of the net book value of revenue equipment or $85.0 million.
Working capital borrowings are limited to 85% of eligible accounts receivable.
Letters of credit are limited to an aggregate commitment of $10.0 million. The
Credit Agreement includes a "security agreement" such that the Credit Agreement
may be collateralized by virtually all assets of the Company if a covenant
violation occurs. A commitment fee of 0.225% per annum is due on the daily
unused portion of the Credit Agreement. The Credit Agreement is guaranteed by
Covenant Transport, Inc. a Nevada corporation, Intellectual Property Co., a
Nevada corporation, Bud Meyer Truck Lines, Inc., a Minnesota corporation, and
Covenant Acquisition Co., a Nevada corporation.
The Credit Agreement revolves for two years and then has a four-year term out if
not renewed. Payments for interest are due quarterly in arrears with principal
payments due in 12 equal quarterly installments beginning on the second
anniversary of the date of the Credit Agreement (or any renewal). The Company
renewed the loan in December 1997 and anticipates renewing the Credit Agreement
on an annual basis. Borrowings under the Credit Agreement may be based on the
banks' base rate or LIBOR and accrue interest based on one, two, or three month
LIBOR rates plus an applicable margin that is adjusted quarterly between 0.375%
and 1% based on cash flow coverage. At March 31, 1998, the margin was 0.525%
The Credit Agreement, senior notes, and headquarters and terminal lease
agreement contain certain restrictions and covenants relating to, among other
things, dividends, tangible net worth, cash flow, acquisitions and dispositions,
and total indebtedness. All of these instruments are cross-defaulted. The
Company was in compliance with the agreements at March 31, 1998.
Page 11 of 13
<PAGE>
COVENANT TRANSPORT, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
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 By-Laws dated September 27, 1994.
4.1+ Restated Articles of Incorporation.
4.2+ Amended By-Laws dated September 27, 1994.
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 filed as Exhibit 10.
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 filed as Exhibit
10.5.
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 filed as Exhibit 10.6.
10.8+ Incentive Stock Plan filed as Exhibit 10.9.
10.9+ 401(k) Plan filed as Exhibit 10.10.
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-AMBO 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.
10.17+++++ Third Amendment to Credit Agreement and Waiver dated March 31, 1997,
filed as Exhibit 10.11.
10.18+++++ Waiver to Note Purchase Agreement dated March 31, 1997, filed as
Exhibit 10.12.
10.19# Second Amendment to Note Purchase Agreement dated December 30, 1997.
10.20# Fourth Amendment to Credit Agreement dated December 31, 1997.
10.21# Stock Purchase Agreement made and entered into as of October 10,
1997, by and among Covenant Transport, Inc., a Nevada corporation;
Russell Meyer; and Bud Meyer Truck Lines, Inc., a Minnesota
corporation.
21# List of subsidiaries.
27 Financial Data Schedule.
- --------------
Page 12 of 13
<PAGE>
+ 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-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.
+++++ Filed as an exhibit to the registrant's Form 10-Q for the quarter
ended March 31, 1997, and incorporated herein by reference.
# Filed as an exhibit to the registrant's Annual Report on Form 10-K
for the period ended December 31, 1997, and incorporated herein by
reference.
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: April 9, 1998 /s/ Joey B. Hogan
------------- -------------------------------------------
Joey B. Hogan
Treasurer and Chief Financial Officer
Page 13 of 13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 7,353,328
<SECURITIES> 0
<RECEIVABLES> 40,460,036
<ALLOWANCES> 0
<INVENTORY> 1,186,604
<CURRENT-ASSETS> 57,857,732
<PP&E> 239,386,406
<DEPRECIATION> 64,419,417
<TOTAL-ASSETS> 238,890,902
<CURRENT-LIABILITIES> 18,724,550
<BONDS> 0
0
0
<COMMON> 110,135
<OTHER-SE> 23,500
<TOTAL-LIABILITY-AND-EQUITY> 238,890,902
<SALES> 0
<TOTAL-REVENUES> 79,823,624
<CGS> 0
<TOTAL-COSTS> 74,042,363
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,461,158
<INCOME-PRETAX> 4,320,103
<INCOME-TAX> 1,645,400
<INCOME-CONTINUING> 2,674,703
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,674,703
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
