KNIGHT TRANSPORTATION INC
10-Q, 1996-08-13
TRUCKING (NO LOCAL)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
                           Commission File No. 0-24946

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


            Arizona                                               86-0649974

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



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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                      Yes     X                         No
                         ---------------                  ------------

The number of shares  outstanding of registrant's  Common Stock, par value $0.01
per share, as of August 12, 1996 was 9,902,000 shares.
<PAGE>
                           KNIGHT TRANSPORTATION, INC.

                                      INDEX


<TABLE>
<CAPTION>
<S>                     <C>                                                                                      <C>       
PART I - FINANCIAL INFORMATION                                                                                   Page Number

Item 1.                 Financial Statements

                        Consolidated Balance Sheets as of                                                              1
                           June 30, 1996 (unaudited) and December 31, 1995

                        Consolidated Statements of Income (unaudited)                                                  3
                           for the Three Month and Six Month Periods Ended June 30, 1996 and June 30, 1995

                        Consolidated Statements of Cash Flows (unaudited)                                              4
                           for the Six Month Periods Ended June 30, 1996 and June 30, 1995

                        Notes to Consolidated Financial Statements                                                     6

Item 2.                 Management's Discussion and Analysis of Financial                                              7
                        Condition and Results of Operations

Part II - OTHER INFORMATION

Item 1.                 Legal Proceedings                                                                             11

Item 2.                 Changes in Securities                                                                         11

Item 3                  Defaults Upon Senior Securities                                                               11

Item 4.                 Submission of Matters to a Vote of Security Holders                                           11

Item 5.                 Other Information                                                                             11

Item 6                  Exhibits and Reports on Form 8-K                                                              12

Signatures                                                                                                            13

Index to Exhibits                                                                                                     15
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements



                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                    as of June 30, 1996 and December 31, 1995

<TABLE>
<CAPTION>
                                                        June 30, 1996
                                                        ( unaudited )                 December 31, 1995
                                                  ---------------------------     -------------------------
<S>                                               <C>                             <C>        
ASSETS

CURRENT ASSETS:

   Cash and cash equivalents                                        76,138                       623,656
   Accounts receivable, net                                      9,858,196                     7,375,038
   Inventories and supplies                                        506,954                       422,589
   Prepaid expenses                                              1,410,245                       937,304
   Deferred tax asset                                            1,663,498                     1,420,000
                                                  ---------------------------     -------------------------

         Total current assets                                   13,515,031                    10,778,587
                                                  ---------------------------     -------------------------

PROPERTY AND EQUIPMENT:
   Land and improvements                                         4,065,612                     2,104,394
   Buildings and improvements                                      900,486                       246,384
   Furniture and fixtures                                        1,377,590                     1,158,140
   Shop and service equipment                                      552,228                       367,900
   Revenue equipment                                            48,741,391                    38,557,223
   Leasehold improvements                                          571,936                       469,854
                                                  ---------------------------     -------------------------

                                                                56,209,243                    42,903,895
   Less:     Accumulated depreciation                          (12,600,717)                  (10,926,067)
                                                  ---------------------------     -------------------------

PROPERTY AND EQUIPMENT, net                                     43,608,526                    31,977,828
OTHER ASSETS                                                       575,174                       343,079
                                                  ---------------------------     -------------------------

                                                               $57,698,731                   $43,099,494
                                                  ===========================     =========================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       1
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets (continued)
                    as of June 30, 1996 and December 31, 1995
<TABLE>
<CAPTION>
                                                                          June 30, 1996
                                                                         (  unaudited  )             December 31, 1995
                                                                    -------------------------    --------------------------
<S>                                                                 <C>                          <C>        
LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES:

Accounts payable                                                                 $ 3,083,281                   $ 3,202,258
Accrued liabilities                                                                2,203,643                     1,773,293
Claims accrual                                                                     3,641,980                     3,093,513
Current portion of long-term debt                                                    901,216                     1,002,150
Notes payable                                                                        383,706                            --
Line of credit                                                                    11,700,000                     2,000,000
                                                                    -------------------------    --------------------------

         Total current liabilities                                                21,913,826                    11,071,214

LONG TERM DEBT, less current portion                                                 523,455                       980,787
DEFERRED INCOME TAXES                                                              7,140,458                     6,315,200
                                                                    -------------------------    --------------------------

         Total liabilities                                                        29,577,739                    18,367,201
                                                                    -------------------------    --------------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, $0.01 par value;
         authorized 50,000,000 shares,
         none issued and outstanding
         Common stock, $0.01 par value;
         authorized 100,000,000 shares issued and outstanding
         9,102,000 shares                                                             91,020                        91,020
Additional paid-in capital                                                         9,761,747                     9,761,747
Retained earnings                                                                 18,268,225                    14,879,526
                                                                    -------------------------    --------------------------

         Total shareholders' equity                                               28,120,992                    24,732,293
                                                                    -------------------------    --------------------------

                                                                                 $57,698,731                   $43,099,494
                                                                    =========================    ==========================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       2
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended                      Six Months Ended
                                                              June 30                                 June 30
                                                    -----------------------------         -------------------------------
                                                        1996             1995                   1996              1995
                                                        ----             ----                   ----              ----

<S>                                                  <C>             <C>                    <C>               <C>        
OPERATING REVENUE                                    $18,969,783     $13,527,267            $35,550,619       $25,434,908

OPERATING EXPENSES:
         Salaries, wages and benefits                  5,359,717       4,029,030             10,089,610         7,754,322
         Fuel                                          2,030,943       1,480,118              3,751,140         2,827,686
         Operations and maintenance                      915,778         897,622              1,748,352         1,770,566
         Insurance and claims                            792,120         540,226              1,410,081         1,105,147
         Operating taxes and licenses                    666,939         575,392              1,258,907         1,055,123
         Communications                                  111,277          66,138                234,780           123,817
         Depreciation and amortization                 1,904,014       1,324,005              3,567,124         2,530,498
         Purchased transportation                      3,474,231       1,822,185              6,537,113         2,863,385
         Miscellaneous operating expenses                459,606         337,820                863,106           587,540
                                                      ----------      ----------             ----------        ----------
                                                      15,714,625      11,072,536             29,460,213        20,618,084
                                                      ----------      ----------             ----------        ----------

                  Income from operations               3,255,158       2,454,731              6,090,406         4,816,824

OTHER INCOME (EXPENSE):
         Interest income                                   1,740          15,112                  3,675            31,991
         Interest expense                               (171,997)        (60,181)              (271,381)         (120,901)
                                                      ----------      ----------             ----------        ----------

                                                        (170,257)        (45,069)              (267,706)          (88,910)
                                                      ----------      ----------             ----------        ----------

                  Income before taxes                  3,084,901       2,409,662              5,822,700         4,727,914

INCOME TAXES                                          (1,284,000)     (1,068,000)            (2,434,000)       (2,100,000)
                                                      ----------      ----------             ----------        ----------

                  Net Income                          $1,800,901      $1,341,662             $3,388,700        $2,627,914
                                                      ==========      ==========             ==========        ==========

Net income per common share and common share
equivalent:                Primary                         $0.20           $0.15                  $0.37             $0.29
                           Fully diluted                   $0.19           $0.15                  $0.37             $0.29
                                                      ==========      ==========             ==========        ==========

Weighted average number of common
shares and common share equivalents
outstanding:               Primary                     9,217,560       9,116,879              9,190,934         9,130,076
                           Fully diluted               9,242,283       9,126,963              9,241,378         9,129,984
                                                       =========       =========              =========         =========

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

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

                                                                                     1996                 1995
                                                                                     ----                 ----
<S>                                                                                 <C>                 <C>       
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income                                                                          3,388,700           $2,627,914
Adjustments to reconcile net income to net cash
provided by operating activities:
         Depreciation and amortization                                              3,567,124            2,530,498
         Allowance for doubtful accounts                                               73,139               14,496
         Deferred income taxes                                                        581,760              454,800
Changes in assets and liabilities:
         Increase in receivables                                                   (2,556,297)          (1,338,100)
         Increase in inventories and supplies                                         (84,365)             (17,869)
         (Increase) decrease in prepaid expenses                                      628,259             (135,543)
         Increase in other assets                                                    (361,248)             (28,087)
         Increase in accounts payable                                                 883,033              757,361
         Increase in accrued liabilities and
         claims accrual                                                               978,817            1,078,182
                                                                                  -----------        -------------

                  Net cash provided by operating
                  activities                                                        7,098,922            5,943,652
                                                                                  -----------        -------------

CASH FLOW FROM INVESTING ACTIVITIES:

         Purchase of property and equipment, net                                  (14,142,954)          (6,261,786)
                                                                                  ------------       --------------


                  Net cash used in investing activities                           (14,142,954)          (6,261,786)
                                                                                  ------------       --------------
 
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       4
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

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

                                                                           1996                          1995
                                                                           ----                          ----
<S>                                                                <C>                           <C>    
CASH FLOW FROM FINANCING ACTIVITIES:

         Increase in line of credit and note payable                          8,855,391                       698,256
         Repayment of debt                                                     (431,151)                     (892,643)
         Decrease in accounts payable - equipment                            (1,927,726)                   (1,528,322)
                                                                   ----------------------        ---------------------

                  Net cash provided by (used in)
                  financing activities                                        6,496,514                    (1,722,709)
                                                                   ----------------------        ---------------------

NET DECREASE IN CASH AND
         CASH EQUIVALENTS                                                      (547,518)                   (2,040,843)
CASH AND CASH EQUIVALENTS,
         beginning of period                                                    623,656                     2,146,797
                                                                   ----------------------        ---------------------

CASH AND CASH EQUIVALENTS, end of period                           $             76,138           $           105,954
                                                                   ======================        =====================

SUPPLEMENTAL DISCLOSURES:

         Noncash investing and financing transactions:
                  Equipment acquired by
                  accounts payable                                              925,716                       214,875
                  Insurance premium financed .                                1,101,200                            --

         Cash Flow Information:
                  Income taxes                                                1,335,400                     1,205,893
                  Interest                                                      275,781                       118,387


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       5
<PAGE>
                  KNIGHT TRANSPORTATION, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Financial Information

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

The  consolidated  financial  statements  included  herein  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
The statements  presented do not include all information and footnotes  required
to be in conformity with generally accepted  accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included. Results of operations in interim periods are not necessarily
indicative of results for a full year. These consolidated  financial  statements
and notes thereto should be read in conjunction with the Company's  consolidated
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K for the year ended December 31, 1995.

Note 2.  Income Tax Matters

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

Note 3.  Legal Matters

The Company's tractor and trailer fleets are registered in Oklahoma and Utah and
operate  primarily  in the western  United  States,  including  California.  The
Company is presently  being audited by the State of  California's  Department of
Motor  Vehicles,  with  respect to the 1994,  1995,  and 1996  "mileage  years".
Although no assessment  has yet been made,  California is asserting that all the
Company's  trailers are subject to mileage based apportioned  registration,  and
that the  Company  owes  trailer  registration  fees in excess of those  amounts
previously paid. The Company intends to vigorously contest the position taken by
California.  To the extent the Company is unsuccessful in its efforts, it may be
required to pay additional  registration fees for the mileage years involved and
penalties as well as increased registration fees (relative to payments paid with
respect to prior  periods) for future  periods.  The Company  believes  that the
outcome of the California audit will not have a materially adverse effect on the
Company's financial position or results of operations.

Note 4.  Subsequent Event

The Company registered an additional 800,000 shares of Common Stock effective as
of July 18, 1996. The Company received net proceeds of $13,952,000 in connection
with the offering.  It is expected that  approximately  $10.2 million of the net
proceeds from the shares  offered on behalf of the Company will be used to repay
its current line of credit  indebtedness  incurred  primarily to acquire revenue
equipment, with the balance used to acquire additional revenue equipment and for
general corporate purposes.

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


Results of Operations
- ---------------------

Knight  Transportation,  Inc.'s (the  "Company")  operating  revenue for the six
months ended June 30, 1996  increased by 40% to $35.6 million from $25.0 million
over  the same  period  in 1995.  For the  three  months  ended  June 30,  1996,
operating  revenue increased by 40% to $19.0 million from $13.5 million over the
same period in 1995. The increase in operating  revenue  resulted from expansion
of the Company's customer base and increased volume from existing customers, and
was facilitated by the continued expansion of the Company's fleet,  including an
increase in the Company's  independent  contractor  fleet.  The Company's  fleet
increased  by  35.8%  to  508  tractors  (including  146  owned  by  independent
contractors)  as of June 30,  1996,  from 374  tractors  (including  78 owned by
independent  contractors) as of June 30, 1995. Despite increases in revenue, the
Company's  revenue per mile  declined to $1.25 per mile for the six months ended
June 30, 1996 from $1.26 per mile for the same period in 1995. This decrease was
offset  by  revenue  increases  resulting  from  the  growth  of  the  Company's
independent  contractor  program combined with additional  revenues generated by
the Company's  expansion of its operations  with the  commencement  of dedicated
service and regional operations near Houston in early 1996.

Salaries,  wages and benefits  decreased as a percentage of operating revenue to
28.4% for the six months  ended June 30,  1996 from 30.5% for the same period in
1995.  For the three months ended June 30,  1996,  salaries,  wages and benefits
decreased to 28.3% from 29.8% for the same period in 1995.  These decreases were
primarily the result of the increase in the ratio of independent  contractors to
company drivers.

Fuel expense decreased as a percentage of operating revenue to 10.6% for the six
months ended June 30, 1996 from 11.1% for the same period in 1995. For the three
months ended June 30, 1996,  fuel expenses as a percentage of revenue  decreased
to 10.7% from 10.9% for the same period in 1995.  Although fuel costs  increased
slightly,  the  overall  decrease  resulted  from the  growth  of the  Company's
independent  contractor  program.  Independent  contractors  are required to pay
their own fuel costs.

Operations  and  maintenance  expense  decreased  as a  percentage  of operating
revenue  to 4.9% for the six  months  ended  June  30,  1996  from  7.0% for the
corresponding  period  in 1995.  For the  three  months  ended  June  30,  1996,
operations and maintenance  expense as a percentage of revenue decreased to 4.8%
from  6.6%  for the  same  period  in  1995.  These  decreases  resulted  from a
substantial  decline in trailer  lease  costs  incurred  due to an  increase  in
Company  owned  trailers  during  the  period  and the  continued  growth in the
Company's independent contractor program.

Insurance and claims expense  decreased as a percentage of operating  revenue to
4.0% for the six  months  ended June 30,  1996 from 4.3% for the same  period in
1995.  For the three months  ended June 30, 1996  insurance  and claims  expense
increased  to 4.2% from 4.0% for the same period in 1995.  The overall  decrease
for the six months  ended June 30,  1996,  was due to a reduction  in  insurance
premium  costs and an  overall  lower  level of new claims  reserves  during the
period.  Although  insurance  and claims  expense  decreased as a percentage  of
operating  revenue for the six months ended June 30, 1996,  the increase  during
the three month period ended June 30, 1996 was the result of a  reevaluation  of
reserves  for  incurred  but  not  reported   incidents  in  the  Company's  new
operations.

                                       7
<PAGE>
Operating  taxes and licenses  decreased as a percentage  of revenue to 3.5% for
the six months  ended June 30, 1996 from 4.1% for the same  period in 1995.  For
the three months ended June 30, 1996,  operating taxes and licenses decreased to
3.6% from 4.3% for the same period in 1995. These decreases  resulted  primarily
from  growth  in  the  Company's  independent  contractor  program.  Independent
contractors are required to pay their own mileage taxes.

For the six month  period  ended June 30, 1996,  depreciation  and  amortization
expense  increased as a percentage  of operating  revenue to 10.0% from 9.9% for
the  corresponding  period in 1995.  For the three month  period  ended June 30,
1996,  depreciation  and  amortization  expense  increased  as a  percentage  of
operating  revenue  to 10.0%  from 9.8% for the same  period  in 1995.  Although
depreciation  expense  decreased  as a result  of the  continued  growth  in the
Company's independent contractor program, overall depreciation expense increased
due to the Company's expansion of its trailer fleet during the period.

Purchased transportation increased as a percentage of operating revenue to 18.4%
for the six months  ended June 30,  1996 from 11.3% for the same period in 1995.
For the three months ended June 30, 1996, purchased  transportation increased to
18.3% from 13.5% for the same period in 1995.  These  increases  were due to the
growth in the Company's  independent  contractor  program from 78 tractors as of
June 30, 1995 to 146 as of June 30, 1996.

Communications and miscellaneous  operating expenses as a percentage of revenues
for both the six month and three month periods ended June 30, 1996 were slightly
higher than the same periods in 1995.

The Company's  operating ratio (operating  expenses as a percentage of operating
revenue)  for the six months  ended June 30, 1996  increased to 82.9% from 81.1%
for the same period in 1995. The Company's  operating ratio for the three months
ended June 30, 1996  increased  to 82.8% from 81.9% for the same period in 1995.
Management  believes the increases in the operating ratio were mainly due to the
competitive  marketplace resulting in a lower revenue per mile and lower tractor
utilization.

For both the six month and three month periods ended June 30, 1996, net interest
expense as a percentage of revenue was slightly  higher than the same periods in
1995,  resulting from increased borrowings to finance the purchase of additional
revenue equipment.

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

As a result of the preceding  changes,  the Company's net income as a percentage
of  operating  revenue  was 9.5% for the three  months  ended  June 30,  1996 as
compared to 9.9% for the same  period in 1995 and 9.5% for the six months  ended
June 30, 1996 as compared to 10.3% for the same period in 1995.

                                       8
<PAGE>
Liquidity and Capital Resources

The growth of the Company's  business has required a  significant  investment in
new revenue  equipment.  The Company's  primary  sources of liquidity  have been
funds provided by operations,  term borrowings to finance  equipment  purchases,
and the  Company's  line of credit.  Net cash  provided by operating  activities
totaled  approximately  $7.1  million  for the first six months of 1996 and $5.9
million for the corresponding period in 1995.

Capital expenditures for the purchase of revenue equipment, office equipment and
leasehold  improvements  totaled  $15.1 million for the first six months of 1996
and $6.5 million for the same period in 1995.

Net cash provided by financing  activities and direct financing was $7.6 million
for the  first  six  months  of 1996  compared  to net  cash  used in  financing
activities  of $2.0  million for the same period in 1995.  Net cash  provided by
financing  activities  during  the first six  months of 1996 was  primarily  the
result of increased  borrowings under the Company's  revolving line of credit to
fund  expansion of the  Company's  tractor and trailer  fleet in addition to the
Company's financing of its 1996 insurance premiums.

The Company has a $15 million  line of credit from its lender and uses that line
to finance the acquisition of revenue equipment and other corporate  purposes to
the  extent  the  cost of such  acquisitions  are not  provided  by  funds  from
operations.  Under the  Company's  line of credit,  the Company is  obligated to
comply with  certain  financial  covenants.  The rate of interest on  borrowings
against the line of credit will vary  depending  upon the interest rate election
made by the Company,  based on either the London Interbank Offered Rate (LIBOR),
the prime rate, or the lender's  certificate  of deposit rate. At June 30, 1996,
the Company had  borrowings  under the revolving  line of credit  totaling $11.7
million.

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

The Company registered an additional 800,000 shares of Common Stock effective as
of July 18, 1996. The Company received net proceeds of $13,952,000 in connection
with the offering.  It is expected that  approximately  $10.2 million of the net
proceeds from the shares  offered on behalf of the Company will be used to repay
its current line of credit  indebtedness  incurred  primarily to acquire revenue
equipment, with the balance used to acquire additional revenue equipment and for
general corporate purposes.

Seasonality

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

                                       9
<PAGE>
Inflation

Many of the Company's operating  expenses,  including fuel costs and fuel taxes,
are  sensitive  to the  effects  of  inflation,  which  could  result  in higher
operating costs.  The effects of inflation on the Company's  business during the
six months ended June 30, 1996 were not significant.

                                       10

<PAGE>
PART II - OTHER INFORMATION

Item 1.           Legal Proceedings


The Company is party to ordinary routine  litigation  incidental to its business
primarily  involving  claims for personal  injury or property damage incurred in
the  transportation  of  freight.  The  company  maintains  insurance  to  cover
liabilities in amounts in excess of self-insured retentions.

         In  1994,  the  Company  received  notice  from  the  Equal  Employment
   Opportunity  Commission ("EEOC") of charges of race  discrimination  filed by
   two drivers  seeking  employment as  dispatchers.  The EEOC found  reasonable
   cause to believe the Company had discriminated  against the individuals and a
   class  of  similarly  situated  individuals  based on  race.  The  EEOC  also
   determined  that the  Company had engaged in  retaliatory  conduct  against a
   charging party.  The Company has been notified by the EEOC that  conciliation
   has failed with respect to the two charges,  including the class charge,  and
   the EEOC has filed suit  against the  Company  alleging  unlawful  employment
   practices on the basis of race and unlawful retaliation.  The EEOC is seeking
   damages on behalf of the  individuals  involved  and a class of  persons  the
   Company is alleged to have  failed to hire as  dispatchers.  The EEOC is also
   seeking injunctive relief against alleged unlawful employment practices,  the
   institution of policies providing for equal employment,  pecuniary relief for
   the  affected   class,   including  back  pay,   pre-judgment   interest  and
   compensation for past and future services,  and punitive  damages.  It is the
   Company's  policy  to  comply  with all  applicable  laws  relating  to equal
   employment opportunity. The Company believes that the EEOC claims are without
   merit  and  that it has  defenses  to all  claims.  The  Company  intends  to
   vigorously defend the claims.

   The Company's  tractor and trailer fleets are registered in Oklahoma and Utah
   and operate primarily in the western United States, including California. The
   Company is presently being audited by the State of California's Department of
   Motor  Vehicles,  with respect to the 1994,  1995, and 1996 "mileage  years".
   Although no assessment  has yet been made,  California is asserting  that all
   the Company's trailers are subject to mileage based apportioned registration,
   and that the  Company  owes  trailer  registration  fees in  excess  of those
   amounts  previously  paid.  The  Company  intends to  vigorously  contest the
   position taken by California.  To the extent the Company is  unsuccessful  in
   its efforts,  it may be required to pay additional  registration fees for the
   mileage years involved and penalties as well as increased  registration  fees
   (relative to payments paid with respect to prior periods) for future periods.
   The Company believes that the outcome of the California audit will not have a
   materially  adverse effect on the Company's  financial position or results of
   operations.

   Two of the  Company's  officers,  Kevin P.  Knight  and Gary J.  Knight,  are
   engaged  in  arbitration  proceedings  with  their  former  employer,   Swift
   Transportation,  Inc.  ("Swift")  with respect to claims by Swift for damages
   and injunctive  relief in connection with disputes related to their departure
   in March 1990 from  employment  with Swift.  The matter has been submitted to
   the  Superior  Court of the State of  Arizona  for  definition  of issues and
   referral for further arbitration  proceedings.  The Company is not a party to
   any of these  proceedings and does not believe these  proceedings will affect
   its business or financial condition.

                                       11
<PAGE>
Item 2.  Changes in Securities

                  Not Applicable

Item 3.  Defaults Upon Senior Securities

                  Not Applicable

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

                  Not Applicable

Item 5.  Other Information

                  Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

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

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

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

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

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

                  Exhibit 11              Schedule of  Computation of Net Income
                                          Per Share

                  Exhibit 27              Financial Data Schedule


         (b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three month
period ended June 30, 1996.

                                       12
<PAGE>
Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.


                                                     KNIGHT TRANSPORTATION, INC.



           Date:    August 12, 1996           By: /s/ Randy Knight
                                                 -------------------------------
                                                   Randy Knight
                                                   Chairman




           Date:    August 12, 1996           By: /s/  Clark Jenkins
                                                 -------------------------------
                                                   Clark Jenkins
                                                   Chief Financial Officer and
                                                   Principal Financial Officer

                                       13
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   EXHIBITS TO
                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996
                           Commission File No. 0-24946

                                       14
<PAGE>
                           KNIGHT TRANSPORTATION, INC.

                         INDEX TO EXHIBITS TO FORM 10-Q
<TABLE>
<CAPTION>
                                                                                          Sequentially
Exhibit No.                         Description                                         Numbered Pages(1)
- -----------                         -----------                                         -----------------
<S>                <C> 
Exhibit 4                  Instruments defining the rights of security holders,
                           including indentures

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

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

Exhibit 11        Schedule of Computation of Net Income Per Share


Exhibit 27        Financial Data Schedule



(1) The page numbers where exhibits (other than those incorporated by reference)
    may be found are indicated only on the manually signed report.
</TABLE>
                                       15

                           KNIGHT TRANSPORTATION, INC.
                                AND SUBSIDIARIES

                 SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE
                                   (unaudited)
<TABLE>
<CAPTION>
                                                  Three Months Ended                       Six Months Ended
                                                        June 30                                June 30
                                          ------------------------------------     ---------------------------------
                                               1996                1995                1996               1995
                                               ----                ----                ----               ----
<S>                                       <C>                 <C>                  <C>               <C>      
Primary and Fully diluted:

Common shares outstanding
   beginning of period                         9,102,000            9,100,000          9,102,000          9,100,000

Common share equivalents:
   Employee stock options outstanding &
   canceled (1)
                  Primary                        115,560               16,879             88,934             30,076
                  Fully diluted                  140,283               26,963            139,378             29,984
   Employee stock options exercised (1)
                  Primary
                  Fully diluted                       --                   --                 --                 --
                                                      --                   --                 --                 --
                                          ---------------     ----------------     --------------    ---------------

   Number of common share and common
   share equivalents outstanding
                  Primary
                  Fully diluted                9,217,560            9,116,879          9,190,934          9,130,076
                                               9,242,283            9,126,963          9,241,378          9,129,984
                                          ===============     ================     ==============    ===============

Net Income                                     1,800,901            1,341,662          3,388,700          2,627,914

   Net income per common share and
   common share equivalent
                  Primary                           $.20                 $.15               $.37               $.29
                  Fully diluted                     $.19                 $.15               $.37               $.29
                                          ===============     ================     ==============    ===============
</TABLE>


Notes:

(1) Amount calculated using the treasury stock method.

                                   EXHIBIT 11

                                       16

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND> 
                              THE   SCHEDULE    CONTAINS    SUMMARY    FINANCIAL
                              INFORMATION    EXTRACTED    FROM   THE   COMPANY'S
                              CONSOLIDATED  FINANCIAL STATEMENT AND IS QUALIFIED
                              FOR ITS ENTIRETY BY  REFERENCE  TO SUCH  FINANCIAL
                              STATEMENT
</LEGEND>
<MULTIPLIER>                                          1
<CURRENCY>                                 U.S. DOLLARS    
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                               DEC-31-1996  
<PERIOD-START>                                  JAN-01-1996      
<PERIOD-END>                                    JUN-30-1996   
<EXCHANGE-RATE>                                           1
<CASH>                                               76,138 
<SECURITIES>                                              0 
<RECEIVABLES>                                    10,226,283 
<ALLOWANCES>                                        368,087 
<INVENTORY>                                         506,954 
<CURRENT-ASSETS>                                 13,515,032 
<PP&E>                                           56,209,243 
<DEPRECIATION>                                   12,600,717 
<TOTAL-ASSETS>                                   57,698,731 
<CURRENT-LIABILITIES>                            10,213,946 
<BONDS>                                                   0 
                                     0 
                                               0 
<COMMON>                                             91,020 
<OTHER-SE>                                       28,029,972 
<TOTAL-LIABILITY-AND-EQUITY>                     57,698,731 
<SALES>                                                   0 
<TOTAL-REVENUES>                                 35,550,619 
<CGS>                                                     0 
<TOTAL-COSTS>                                    29,460,213 
<OTHER-EXPENSES>                                          0 
<LOSS-PROVISION>                                          0 
<INTEREST-EXPENSE>                                  267,706 
<INCOME-PRETAX>                                   5,822,700 
<INCOME-TAX>                                      2,434,000 
<INCOME-CONTINUING>                               3,388,700 
<DISCONTINUED>                                            0 
<EXTRAORDINARY>                                           0 
<CHANGES>                                                 0 
<NET-INCOME>                                      3,388,700 
<EPS-PRIMARY>                                           .37 
<EPS-DILUTED>                                           .37 
                                                

</TABLE>


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