[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the fiscal year ended December 31, 2005
|
|
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period from to
|
Arizona
|
86-0649974
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
5601
West Buckeye Road, Phoenix, Arizona
|
85043
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Common
Stock, $0.01 par value
New
York Stock Exchange
|
Securities
registered pursuant to Section 12(g) of the Act:
|
None
|
PART
I
|
|||
Item
1.
|
Business
|
||
Item
1A.
|
Risk
Factors
|
||
Item
2.
|
Properties
|
||
Item
3.
|
Legal
Proceedings
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
||
PART
II
|
|||
Item
5.
|
Market
for Company’s Common Equity and Related Shareholder Matters
|
||
Item
6.
|
Selected
Financial Data
|
||
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operation
|
||
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
||
Item
8.
|
Financial
Statements and Supplementary Data
|
||
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
||
Item
9A.
|
Controls
and Procedures
|
||
Item
9B.
|
Other
Information
|
||
PART
III
|
|||
Item
10.
|
Directors
and Executive Officers of the Company
|
||
Item
11.
|
Executive
Compensation
|
||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
||
Item
13.
|
Certain
Relationships and Related Transactions
|
||
Item
14.
|
Principal
Accounting Fees and Services
|
||
PART
IV
|
|||
Item
15.
|
Exhibits,
Financial Statement Schedules
|
||
SIGNATURE
|
|||
CONSOLIDATED
FINANCIAL STATEMENTS
|
|||
Report
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm
|
|||
Report
of KPMG LLP, Independent Registered Public Accounting Firm
|
|||
Consolidated
Balance Sheets as of December 31, 2005 and 2004
|
|||
Consolidated
Statements of Income for the years ended December 31, 2005, 2004
and 2003
|
|||
Consolidated
Statements of Comprehensive Income for the years ended December 31,
2005,
2004 and 2003
|
|||
Consolidated
Statements of Shareholders’ Equity for the years ended December 31, 2005,
2004 and 2003
|
|||
Consolidated
Statements of Cash Flows for the years ended December 31, 2005, 2004
and
2003
|
|||
Consolidated
Selected Quarterly Financial Data (unaudited)
|
|||
Notes
to Consolidated Financial Statements
|
•
|
obtaining
greater freight volumes, because approximately 80% of all truckload
freight moves in short-to-medium lengths of haul;
|
•
|
achieving
higher revenue per mile by focusing on high-density traffic lanes
to
minimize non-revenue miles and offer our customers a high level of
service
and consistent capacity;
|
•
|
enhancing
safety and driver recruitment and retention by allowing our drivers
to
travel familiar routes and return home more frequently;
and
|
•
|
enhancing
our ability to provide a high level of service to our
customers.
|
Company
Location
|
Office
|
Shop
|
Fuel
|
Owned
or Leased
|
Acres
|
Phoenix,
Arizona
|
Yes
|
Yes
|
Yes
|
Owned
|
75
|
Tulare,
California
|
Yes
|
Yes
|
No
|
Owned
|
23
|
Salt
Lake City, Utah
|
Yes
|
Yes
|
No
|
Owned
|
15
|
Portland,
Oregon
|
Yes
|
Yes
|
Yes
|
Owned
|
7
|
Denver,
Colorado
|
Yes
|
No
|
No
|
Leased
|
3
|
Kansas
City, Kansas
|
Yes
|
Yes
|
Yes
|
Owned
|
15
|
Katy,
Texas
|
Yes
|
Yes
|
Yes
|
Owned
|
12
|
Indianapolis,
Indiana
|
Yes
|
Yes
|
Yes
|
Owned
|
9
|
Charlotte,
North Carolina
|
Yes
|
Yes
|
Yes
|
Owned
|
21
|
Gulfport,
Mississippi
|
Yes
|
Yes
|
Yes
|
Owned
|
8
|
Memphis,
Tennessee
|
Yes
|
Yes
|
Yes
|
Owned
|
18
|
Atlanta,
Georgia
|
Yes
|
Yes
|
No
|
Leased
|
7
|
Las
Vegas, Nevada
|
Yes
|
No
|
No
|
Leased
|
2
|
Carlisle,
Pennsylvania
|
Yes
|
No
|
No
|
Leased
|
5
|
Lakeland,
Florida
|
Yes
|
No
|
No
|
Leased
|
2
|
Chicago,
Illinois
|
Yes
|
No
|
No
|
Leased
|
2
|
El
Paso, TX
|
Yes
|
No
|
No
|
Leased
|
8
|
Idaho
Falls, ID
|
Yes
|
Yes
|
Yes
|
Leased
|
6
|
Reno,
NV
|
Yes
|
No
|
No
|
Leased
|
1
|
For
|
42,640,576
|
98.38%
|
Against
|
614,015
|
1.42%
|
Abstain
|
89,958
|
.21%
|
For
|
42,786,605
|
98.71%
|
Against
|
468,698
|
1.08%
|
Abstain
|
89,336
|
.21%
|
High
|
Low
|
||||||
2004
|
|||||||
First
Quarter
|
$
|
12.28
|
$
|
9.90
|
|||
Second
Quarter
|
$
|
12.78
|
$
|
10.12
|
|||
Third
Quarter
|
$
|
14.66
|
$
|
11.95
|
|||
Fourth
Quarter
|
$
|
17.19
|
$
|
14.21
|
|||
2005
|
|||||||
First
Quarter
|
$
|
19.05
|
$
|
14.63
|
|||
Second
Quarter
|
$
|
17.17
|
$
|
13.83
|
|||
Third
Quarter
|
$
|
17.59
|
$
|
14.67
|
|||
Fourth
Quarter
|
$
|
22.51
|
$
|
15.47
|
Years
Ended December 31,
|
||||||||||||||||||||
|
|
|
2005
|
|
|
2004
|
2003
|
2002
|
2001
|
|||||||||||
(Dollar
amounts in thousands, except per share amounts and operating
data)
|
||||||||||||||||||||
Statements of Income Data: |
|
|
|
|||||||||||||||||
Revenue,
before fuel surcharge
|
$
|
498,996
|
$
|
411,717
|
$
|
326,856
|
$
|
279,360
|
$
|
241,679
|
||||||||||
Fuel
surcharge
|
67,817
|
30,571
|
13,213
|
6,430
|
9,139
|
|||||||||||||||
Total
revenue
|
566,813
|
442,288
|
340,069
|
285,790
|
250,818
|
|||||||||||||||
Operating
expenses
|
465,118
|
362,926
|
280,620
|
238,296
|
211,266
|
|||||||||||||||
Income
from operations
|
101,695
|
79,362
|
59,449
|
47,494
|
39,552
|
|||||||||||||||
Other
income (expense)
|
1,019
|
(7)
|
|
398
|
(651
|
)
|
(149
|
)
|
(7,485
|
)
|
(2)
|
|
||||||||
Income
before income taxes
|
102,714
|
79,760
|
58,798
|
47,345
|
32,067
|
(2)
|
|
|||||||||||||
Net
income
|
61,714
|
47,860
|
35,458
|
27,935
|
19,017
|
(2)
|
|
|||||||||||||
Diluted
earnings per share (1)
|
.71
|
.55
|
.41
|
.33
|
.23
|
(2)
|
|
|||||||||||||
Balance
Sheet Data (at End of
Period):
|
||||||||||||||||||||
Working
capital
|
$
|
66,129
|
$
|
63,327
|
$
|
69,916
|
$
|
64,255
|
$
|
51,749
|
||||||||||
Total
assets
|
483,827
|
402,867
|
321,226
|
284,844
|
241,114
|
|||||||||||||||
Long-term
obligations, net of
current
maturities
|
-0-
|
-0-
|
-0-
|
12,200
|
2,715
|
|||||||||||||||
Cash
dividend per share on
common
stock
|
.08
|
.02
|
-
0-
|
-0-
|
-0-
|
|||||||||||||||
Shareholders’
equity
|
352,928
|
291,017
|
239,923
|
199,657
|
167,696
|
|||||||||||||||
Operating
Data (Unaudited):
|
||||||||||||||||||||
Operating
ratio (3)
|
82.1
|
%
|
82.1
|
%
|
82.5
|
%
|
83.4
|
%
|
84.2
|
%
|
||||||||||
Operating
ratio, excluding fuel surcharge
(4)
|
79.6
|
%
|
80.7
|
%
|
81.8
|
%
|
83.0
|
%
|
83.6
|
%
|
||||||||||
Average
freight revenue per total mile
(5)
|
$
|
1.46
|
$
|
1.37
|
$
|
1.28
|
$
|
1.24
|
$
|
1.23
|
||||||||||
Average
length of haul (miles)
|
580
|
556
|
532
|
543
|
527
|
|||||||||||||||
Empty
mile factor
|
11.7
|
%
|
11.5
|
%
|
10.8
|
%
|
10.7
|
%
|
10.9
|
%
|
||||||||||
Tractors
operated at end of period
(6)
|
3,271
|
2,818
|
2,418
|
2,125
|
1,897
|
|||||||||||||||
Trailers
operated at end of period
|
7,885
|
7,126
|
6,212
|
5,441
|
4,898
|
(1)
|
Diluted
earnings per share for 2004, 2003, 2002, and 2001 have been restated
to
reflect 3-for-2 stock splits on December 23, 2005; July 20, 2004;
December
28, 2001; and June 1, 2001, as applicable.
|
(2)
|
Includes
a pre-tax, non-cash write-off of $5.7 million in 2001 relating to
an
investment in Terion, Inc.
|
(3)
|
Operating
expenses as a percentage of total revenue.
|
(4)
|
Operating
expenses, net of fuel surcharge, as a percentage of revenue, before
fuel
surcharge. Management believes that eliminating the impact of this
sometimes volatile source of revenue affords a more consistent basis
for
comparing our results of operations from period to period.
|
(5)
|
Average
freight revenue per mile based upon total revenue, exclusive of fuel
surcharge.
|
(6)
|
Includes:
(a) 237 independent contract operated vehicles at December 31, 2005;
(b)
244 independent contract operated vehicles at December 31, 2004;
(c) 253
independent contract operated vehicles at December 31, 2003; (d)
209
independent contractor operated vehicles at December 31, 2002; and
(e) 200
independent contractor operated vehicles at December 31, 2001.
|
(7)
|
Other
income (expense) for 2005 includes the following: (a) $658 interest
income; (b) $591 gain from sale of Concentrek; and (c) $230 impairment
loss from TRP Investment.
|
•
|
Focusing
on Regional Operations.
We seek to operate primarily in high density, predictable traffic
lanes in
selected geographic regions. We believe our regional operations allow
us
to obtain greater freight volumes and higher revenue per mile, and
also
enhance safety and driver recruitment and retention.
|
•
|
Maintaining
Operating Efficiencies and Controlling Costs.
We focus almost exclusively on operating in distinct geographic and
shipping markets in order to achieve increased penetration of targeted
service areas and higher equipment utilization in dense traffic lanes.
We
actively seek to control costs by, among other things, operating
a modern
equipment fleet, maintaining a high driver to non-driver employee
ratio,
and regulating vehicle speed.
|
•
|
Providing
a High Level of Customer Service.
We seek to compete on the basis of service, in addition to price,
and
offer our customers a broad range of services to meet their specific
needs, including multiple pick ups and deliveries, on time pick ups
and
deliveries within narrow time frames, dedicated fleet and personnel,
and
specialized driver training.
|
•
|
Using
Technology to Enhance Our Business.
Our tractors are equipped with a satellite based tracking and
communications system to permit us to stay in contact with our drivers,
obtain load position updates, and provide our customers with freight
visibility. A significant number of our trailers are equipped with
tracking technology to allow us to manage our trailers more effectively,
maintain a low trailer to tractor ratio, efficiently assess detention
fees, and minimize cargo loss.
|
•
|
Revenue,
before fuel surcharge, increased 21%, to $499.0 million from $411.7
million;
|
•
|
Net
income increased 29%, to $61.7 million from $47.9 million; and
|
•
|
Net
income per diluted share increased to $0.71 from $0.55.
|
2005
|
2004
|
2003
|
2005
|
2004
|
2003
|
|||||||||||||||||
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|||||||||||||||||
Total
revenue
|
Revenue,
before fuel surcharge
|
|||||||||||||||||||||
Operating
expenses:
|
Operating
expenses:
|
|||||||||||||||||||||
Salaries,
wages and benefits
|
28.7
|
30.3
|
30.8
|
Salaries,
wages and
benefits
|
32.6
|
32.5
|
32.0
|
|||||||||||||||
Fuel
(1)
|
23.6
|
19.2
|
16.6
|
Fuel
(1)
|
|
13.2
|
13.2
|
13.3
|
||||||||||||||
Operations
and maintenance
|
6.1
|
6.0
|
6.0
|
Operations
and
maintenance
|
6.9
|
6.4
|
6.2
|
|||||||||||||||
Insurance
and claims
|
4.4
|
5.0
|
4.9
|
Insurance
and
claims
|
5.0
|
5.4
|
5.1
|
|||||||||||||||
Operating
taxes and licenses
|
2.2
|
2.2
|
2.7
|
Operating
taxes and
licenses
|
2.5
|
2.4
|
2.8
|
|||||||||||||||
Communications
|
0.8
|
0.8
|
0.9
|
Communications
|
0.9
|
0.9
|
0.9
|
|||||||||||||||
Depreciation
and amortization
|
9.3
|
9.2
|
8.8
|
Depreciation
and
amortization
|
10.5
|
9.9
|
9.2
|
|||||||||||||||
Lease
expense - revenue equipment
|
0.0
|
0.7
|
2.3
|
Lease
expense -
revenue equipment
|
0.0
|
0.7
|
2.4
|
|||||||||||||||
Purchased
transportation
|
5.6
|
6.6
|
7.4
|
Purchased
transportation
|
6.4
|
7.1
|
7.7
|
|||||||||||||||
(Gain)
Loss on Sale of Equipment
|
(0.5
|
)
|
0.0
|
0.0
|
(Gain)
Loss on Sale
of Equipment
|
(0.6
|
)
|
0.0
|
0.0
|
|||||||||||||
Miscellaneous
operating expenses
|
1.9
|
2.1
|
2.1
|
Miscellaneous
operating expenses
|
2.2
|
2.2
|
2.2
|
|||||||||||||||
Total
operating expenses
|
82.1
|
82.1
|
82.5
|
Total
operating expenses
|
79.6
|
80.7
|
81.8
|
|||||||||||||||
Income
from operations
|
17.9
|
17.9
|
17.5
|
Income
from operations
|
20.4
|
19.3
|
18.2
|
|||||||||||||||
Net
interest and other income (expense)
|
0.2
|
0.1
|
(0.2
|
)
|
Net
interest and other income (expense)
|
|
0.2
|
0.1
|
(0.2
|
)
|
||||||||||||
Income
before income taxes
|
18.1
|
18.0
|
17.3
|
Income
before income taxes
|
20.6
|
19.4
|
18.0
|
|||||||||||||||
Income
taxes
|
7.2
|
7.2
|
6.9
|
Income
taxes
|
8.2
|
7.8
|
7.1
|
|||||||||||||||
Net
Income
|
10.9
|
%
|
10.8
|
%
|
10.4
|
%
|
Net
Income
|
12.4
|
%
|
11.6
|
%
|
10.9
|
%
|
(1)
|
Net
of fuel surcharge.
|
Payments
(in millions) due by period
|
||||||||||||||||
Contractual
Obligations
|
Total
|
Less
than 1 year
|
1-3
years
|
3-5
years
|
More
than 5 years
|
|||||||||||
Purchase
Obligations (Revenue Equipment) (1)
|
$
|
36.8
|
$
|
36.8
|
--
|
--
|
--
|
|||||||||
Investment
in Transportation Resource Partners, LP (TRP) (2)
|
$
|
2.7
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||
Operating
Leases - Revenue Equipment
|
$
|
1.6
|
$
|
0.5
|
$
|
0.9
|
$
|
0.2
|
--
|
|||||||
Operating
Leases - Terminal Building
|
$
|
0.6
|
$
|
0.5
|
$
|
0.1
|
--
|
--
|
||||||||
Potential
Pay-out Relating to Edwards Bros., Inc. acquisition (3)
|
$
|
0.4
|
$
|
0.4
|
--
|
--
|
--
|
|||||||||
Total
|
$
|
42.1
|
$
|
38.2
|
$
|
1.0
|
$
|
0.2
|
--
|
(1)
|
Purchase
Obligations (Revenue Equipment) represent the total purchase price
under
commitments to purchase tractors and trailers scheduled for delivery
throughout 2006.
|
(2)
|
TRP
commitment is expected to be made through variable contribution amounts
over the next five years.
|
(3)
|
On
August 12, 2005, the Company acquired 100% of the stock of Edwards
Bros.,
Inc. The purchase agreement describes potential future payments due
on or
before March 31, 2006. The potential pay-out is contingent upon the
outcome of retaining existing drivers and maintaining revenue levels
with
existing customers.
|
Number
of securities to be
issued
upon exercise of
outstanding
options, warrants
and
rights
|
Weighted
average exercise price
of
outstanding options warrants
and
rights
|
Number
of securities
remaining
eligible for future
issuance
under equity
compensation
plans (excluding
securities
reflected in column
(a))
|
|
Plan
category
|
(a)
|
(b)
|
(c)
|
Equity
compensation plans approved by security holders
|
4,562,511
|
$10.68
|
2,259,528
|
Equity
compensation plans not approved by security holders
|
0
|
0
|
0
|
Total
|
4,562,511
|
$10.68
|
2,259,528
|
Exhibit
Number
|
Descriptions
|
3.1
|
Restated
Articles of Incorporation of the Company. (Incorporated by reference
to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 No.
33-83534.)
|
3.1.1
|
First
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.1 to the Company’s Report on
Form 10-K for the period ended December 31, 2000.)
|
3.1.2
|
Second
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.2 to the Company’s Registration
Statement on Form S-3 No. 333-72130.)
|
3.1.3
|
Third
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.3 to the Company’s Report on
Form 10-K for the period ended December 31, 2002.)
|
3.2
|
Amended
and Restated Bylaws of the Company. (Incorporated by reference to
Exhibit
3.2 to the Company’s Report on Form 8-K dated March 2, 2005 and filed on
March 4, 2005.)
|
3.2.1
|
First
Amendment to Restated Bylaws of the Company. (Incorporated by reference
to
Exhibit 3.2.1 to the Company’s Report on Form 10-K for the period ended
December 31, 2002.)
|
3.2.2
|
Second
Amendment to Restated Bylaws of the Company. (Incorporated by reference
to
Exhibit 3.2.1 to the Company's Report on Form 8-K dated March 2,
2005 and
filed on March 4, 2005.)
|
4.1
|
Articles
4, 10 and 11 of the Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to this Report on Form
10-K.)
|
4.2
|
Sections
2 and 5 of the Amended and Restated Bylaws of the Company. (Incorporated
by reference to Exhibit 3.2 to this Report on Form 10-K.)
|
4.3
†
|
Knight
Transportation, Inc. 2003 Stock Option Plan. (Incorporated by reference
from Exhibit 1 to the Company's Proxy Statement filed April 4, 2003
on
Schedule 14A.)
|
4.3.1† |
First
Amendment to Knight Transportation, Inc. 2003 Stock Option Plan.
(Incorporated by reference to Exhibit 10.10.1 to the Company's Report
of
Form 10-Q for the period ended March 31, 2005.)
|
10.1
|
Purchase
and Sale Agreement and Escrow Instructions (All Cash) dated as of
March 1,
1994, between Randy Knight, the Company, and Lawyers Title of Arizona.
(Incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 No. 33-83534.)
|
10.1.1
|
Assignment
and First Amendment to Purchase and Sale Agreement and Escrow
Instructions. (Incorporated by reference to Exhibit 10.1.1 to Amendment
No. 3 to the Company’s Registration Statement on Form S-1 No. 33-83534.)
|
10.1.2
|
Second
Amendment to Purchase and Sale Agreement and Escrow Instructions.
(Incorporated by reference to Exhibit 10.1.2 to Amendment No. 3 to
the
Company’s Registration Statement on Form S-1 No. 33-83534.)
|
10.3
|
Form
of Purchase and Sale Agreement and Escrow Instructions (All Cash)
dated as
of October 1994, between the Company and Knight Deer Valley, L.L.C.,
an
Arizona limited liability company. (Incorporated by reference to
Exhibit
10.4.1 to Amendment No. 3 to the Company’s Registration Statement on Form
S-1 No. 33-83534.)
|
10.4
†
|
Amended
Indemnification Agreements between the Company, Don Bliss, Clark
A.
Jenkins, Gary J. Knight, Keith Knight, Kevin P. Knight, Randy Knight,
G.
D. Madden, Minor Perkins and Keith Turley, and dated as of February
5,
1997. (Incorporated by reference to Exhibit 10.6 to the Company’s Report
on Form 10-K for the period ended December 31, 1996.)
|
10.4.1
†
|
Indemnification
Agreements between the Company and Timothy M. Kohl and Matt Salmon,
dated
as of October 16, 2000, and May 9, 2001, respectively. (Incorporated
by
reference to Exhibit 10.6.1 to the Company’s Report on Form 10-K for the
period ended December 31, 2001.)
|
10.4.2
†
|
Indemnification
Agreements between the Company and Mark Scudder and Michael Garnreiter,
dated as of November 10, 1999, and September 19, 2003, respectively.
(Incorporated by reference to Exhibit 10.5.2 to the Company’s Report on
Form 10-K for the period ended December 31, 2003.)
|
10.5
|
Master
Equipment Lease Agreement dated as of January 1, 1996, between the
Company
and Quad-K Leasing, Inc. (Incorporated by reference to Exhibit 10.7
to the
Company’s Report on Form 10-K for the period ended December 31, 1995.)
|
10.7
|
Purchase
and Sale Agreement dated as of February 13, 1996, between the Company
and
RR-1 Limited Partnership. (Incorporated by reference to Exhibit 10.9
to
the Company’s Report on Form 10-K for the period ended December 31, 1995.)
|
10.8
†
|
Consulting
Agreement dated as of March 1, 2000 between Knight Transportation,
Inc.
and LRK Management, L.L.C. (Incorporated by reference to Exhibit
10.12 to
the Company’s Report on Form 10-K for the period ended December 31, 1999.)
|
10.9
|
Credit
Agreement by and among Knight Transportation, Inc., Wells Fargo Bank
and
Northern Trust Bank, dated April 6, 2001. (Incorporated by reference
to
Exhibit 10(a) to the Company’s Report on Form 10-Q for the period ended
June 30, 2001.)
|
10.9.1
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated February 13, 2003. (Incorporated by reference
to
Exhibit 10.14.1 to the Company’s Report on Form 10-K for the period ended
December 31, 2002.)
|
10.9.2
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated September 15, 2003. (Incorporated by reference
to
Exhibit 10.13.2 to the Company’s Report on Form 10-K for the period ended
December 31, 2003.)
|
10.9.3
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated December 15, 2003. (Incorporated by reference
to
Exhibit 10.13.3 to the Company’s Report on Form 10-K for the period ended
December 31, 2003.)
|
10.9.4
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated May 13, 2004. (Incorporated by reference
to
Exhibit 10.9.4 to the Company’s Report on Form 10-K for the period ended
December 31, 2004.)
|
10.9.5
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated October 4, 2004. (Incorporated by reference
to
Exhibit 10.9.5 to the Company’s Report on Form 10-K for the period ended
December 31, 2004.)
|
10.9.6
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated April 13, 2005. (Incorporated by reference
to
Exhibit 10.9.6 to the Company’s Report on Form 10-Q for the period ended
March 31, 2005.)
|
10.10
†
|
Knight
Transportation, Inc. 2003 Stock Option Plan. (Incorporated by reference
to
Exhibit 1 to the Company’s Definitive Proxy Statement on Schedule 14A
relating to its Annual Meeting of Shareholders held on May 21, 2003.)
|
10.10.1†
|
First
Amendment to Knight Transportation, Inc. 2003 Stock Option Plan.
(Incorporated by reference to Exhibit 10.10.1 to the Company's Report
of
Form 10-Q for the period ended March 31, 2005.)
|
10.11
|
Credit
Agreement between Knight Transportation, Inc. and Wells Fargo Bank,
N.A.,
dated September 15, 2005. (Incorporated by reference to Exhibit 10.11
to
the Company's Report on Form 10-Q for the period ended September
30,
2005.)
|
21.1*
|
Subsidiaries
of the Company.
|
23.1*
|
Consent
of Deloitte & Touche LLP.
|
23.2*
|
Consent
of KPMG LLP.
|
31.1*
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002, by Kevin P. Knight,
the
Company’s Chief Executive Officer.
|
31.2*
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Jackson,
the
Company’s Chief Financial Officer.
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, by Kevin P. Knight, the Company’s Chief
Executive Officer.
|
32.2*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, by David A. Jackson, the Company’s Chief
Financial Officer.
|
*
|
Filed
herewith.
|
|
†
|
Management
contract or compensatory plan or arrangement.
|
KNIGHT
TRANSPORTATION, INC.
|
||
By:
|
/s/
Kevin P. Knight
|
|
Kevin
P. Knight
|
||
Date:
March 7, 2006
|
Chief
Executive Officer, in his capacity as such
|
|
and
on behalf of the registrant
|
Signature
and Title
|
Date
|
|
/s/
Kevin P. Knight
|
March
7, 2006
|
|
Kevin
P. Knight, Chairman of the Board,
Chief
Executive Officer, Director
(Principal
Executive Officer)
|
||
/s/
Gary J. Knight
|
March
8, 2006
|
|
Gary
J. Knight, Vice Chairman, Director
|
||
/s/
Timothy M. Kohl
|
March
8, 2006
|
|
Timothy
M. Kohl, President, Secretary
|
||
/s/
David A. Jackson
|
March
7, 2006
|
|
David
A. Jackson, Chief Financial Officer
(Principal
Financial Officer)
|
||
/s/
Wayne Yu
|
March
7, 2006
|
|
Wayne
Yu, Interim Chief Accounting Officer
(Principal
Accounting Officer)
|
||
/s/
Randy Knight
|
March
8, 2006
|
|
Randy
Knight, Director
|
||
/s/
Mark Scudder
|
March
7, 2006
|
|
Mark
Scudder, Director
|
||
/s/
Donald A. Bliss
|
March
7, 2006
|
|
Donald
A. Bliss, Director
|
||
/s/
G.D. Madden
|
March
6, 2006
|
|
G.D.
Madden, Director
|
||
/s/
Kathryn Munro
|
March
8, 2006
|
|
Kathryn
Munro, Director
|
||
|
|
|
Michael
Garnreiter, Director
|
||
/s/
Richard Lehmann
|
March
6, 2006
|
|
Richard
Lehmann, Director
|
2005
|
2004
|
||||||
Assets
|
|||||||
|
|||||||
Current Assets: | |||||||
Cash
and cash equivalents
|
$
|
18,809
|
$
|
23,155
|
|||
Short
Term Investments
|
2,278
|
2,202
|
|||||
Trade
receivables, net of allowance for doubtful accounts of $1,677 and
$1,708,
respectively
|
79,848
|
58,733
|
|||||
Notes
receivable, net of allowance for doubtful notes receivable of $49
and $63,
respectively
|
241
|
171
|
|||||
Inventories
and supplies
|
3,355
|
2,332
|
|||||
Prepaid
expenses
|
7,156
|
5,215
|
|||||
Income
tax receivable
|
-
|
3,216
|
|||||
Restricted
cash
|
211
|
-
|
|||||
Deferred
tax assets
|
8,533
|
7,493
|
|||||
Total
current assets
|
120,431
|
102,517
|
|||||
Property
and Equipment:
|
|||||||
Land
and land improvements
|
18,163
|
16,516
|
|||||
Buildings
and improvements
|
34,482
|
26,944
|
|||||
Furniture
and fixtures
|
7,518
|
6,610
|
|||||
Shop
and service equipment
|
2,803
|
2,739
|
|||||
Revenue
equipment
|
430,048
|
338,413
|
|||||
Leasehold
improvements
|
378
|
833
|
|||||
493,392
|
392,055
|
||||||
Less:
accumulated depreciation
|
(141,053
|
)
|
(104,125
|
)
|
|||
Property
and equipment, net
|
352,339
|
287,930
|
|||||
Notes
receivable, net of current portion
|
344
|
77
|
|||||
Goodwill
|
8,119
|
7,504
|
|||||
Other
assets
|
2,594
|
4,839
|
|||||
Total
assets
|
$
|
483,827
|
$
|
402,867
|
2005
|
2004
|
||||||
Liabilities
and Shareholders' Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
7,464
|
$
|
5,044
|
|||
Accrued
payroll
|
5,452
|
4,558
|
|||||
Accrued
liabilities
|
13,307
|
5,684
|
|||||
Dividends
payable
|
1,713
|
-
|
|||||
Claims
accrual
|
26,155
|
23,904
|
|||||
Other
current liabilities
|
211
|
-
|
|||||
Total
current liabilities
|
54,302
|
39,190
|
|||||
Deferred
tax liabilities
|
76,597
|
72,660
|
|||||
Total
liabilities
|
130,899
|
111,850
|
|||||
Commitments
and Contingencies (Note 4)
|
|||||||
Shareholders'
Equity:
|
|||||||
Preferred
stock, $0.01 par value; 50,000 shares authorized; none issued
|
-
|
-
|
|||||
Common
stock, $0.01 par value; 100,000 shares authorized; 85,666
and
84,995 shares issued and outstanding at December 31, 2005
and
2004, respectively
|
857
|
850
|
|||||
Additional
paid-in capital
|
87,148
|
81,834
|
|||||
Retained
earnings
|
264,923
|
208,333
|
|||||
Total
shareholders’ equity
|
352,928
|
291,017
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
483,827
|
$
|
402,867
|
2005
|
2004
|
2003
|
||||||||
Revenue:
|
||||||||||
Revenue,
before fuel surcharge
|
$
|
498,996
|
$
|
411,717
|
$
|
326,856
|
||||
Fuel
surcharge
|
67,817
|
30,571
|
13,213
|
|||||||
Total
revenue
|
566,813
|
442,288
|
340,069
|
|||||||
Operating
Expenses:
|
||||||||||
Salaries,
wages and benefits
|
162,778
|
133,822
|
104,756
|
|||||||
Fuel
|
133,469
|
85,071
|
56,573
|
|||||||
Operations
and maintenance
|
34,449
|
26,369
|
20,345
|
|||||||
Insurance
and claims
|
25,159
|
22,319
|
16,558
|
|||||||
Operating
taxes and licenses
|
12,412
|
9,798
|
9,148
|
|||||||
Communications
|
4,267
|
3,602
|
3,002
|
|||||||
Depreciation
and amortization
|
52,603
|
40,755
|
30,066
|
|||||||
Lease
expense - revenue equipment
|
183
|
3,047
|
7,635
|
|||||||
Purchased
transportation
|
31,787
|
29,342
|
25,194
|
|||||||
Gain
on sale of equipment
|
(2,803
|
)
|
-
|
-
|
||||||
Miscellaneous
operating expenses
|
10,814
|
8,801
|
7,343
|
|||||||
Total
operating expenses
|
465,118
|
362,926
|
280,620
|
|||||||
Income
from operations
|
101,695
|
79,362
|
59,449
|
|||||||
Other
Income (Expense):
|
||||||||||
Interest
income
|
658
|
398
|
560
|
|||||||
Interest
expense
|
-
|
-
|
(881
|
)
|
||||||
Other
income (expense)
|
361
|
-
|
(330
|
)
|
||||||
Total
other income (expense)
|
1,019
|
398
|
(651
|
)
|
||||||
Income
before income taxes
|
102,714
|
79,760
|
58,798
|
|||||||
Income
Taxes
|
(41,000
|
)
|
(31,900
|
)
|
(23,340
|
)
|
||||
Net
income
|
$
|
61,714
|
$
|
47,860
|
$
|
35,458
|
||||
Basic
Earnings Per Share
|
$
|
0.72
|
$
|
0.57
|
$
|
0.42
|
||||
Diluted
Earnings Per Share
|
$
|
0.71
|
$
|
0.55
|
$
|
0.41
|
||||
Weighted
Average Shares Outstanding - Basic
|
85,302
|
84,599
|
84,022
|
|||||||
Weighted
Average Shares Outstanding - Diluted
|
86,647
|
86,459
|
86,036
|
2005
|
2004
|
2003
|
||||||||
Net
Income
|
$
|
61,714
|
$
|
47,860
|
$
|
35,458
|
||||
Other
Comprehensive Income:
|
||||||||||
Fair
value adjustment of interest rate swap
|
-
|
-
|
383
|
|||||||
Comprehensive
Income
|
$
|
61,714
|
$
|
47,860
|
$
|
35,841
|
Common
Stock (a)
|
Additional
Paid-in
Capital
(a)
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Retained
Earnings
|
Total
|
|||||||||||||||
Shares
Issued
|
Amount
|
||||||||||||||||||
Balance,
January 1, 2003
|
83,575
|
$
|
835
|
$
|
73,057
|
$
|
(383
|
)
|
$
|
126,148
|
$
|
199,657
|
|||||||
Exercise
of stock options
|
772
|
9
|
2,214
|
-
|
-
|
2,223
|
|||||||||||||
Issuance
of common stock
|
2
|
-
|
23
|
-
|
-
|
23
|
|||||||||||||
Tax
benefit of stock option exercises
|
-
|
-
|
2,179
|
-
|
-
|
2,179
|
|||||||||||||
Fair
value adjustment of interest rate swap
|
-
|
-
|
-
|
383
|
-
|
383
|
|||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
35,458
|
35,458
|
|||||||||||||
Balance,
December 31, 2003
|
84,349
|
844
|
77,473
|
-
|
161,606
|
239,923
|
|||||||||||||
Exercise
of stock options
|
644
|
6
|
2,075
|
-
|
-
|
2,081
|
|||||||||||||
Issuance
of common stock
|
2
|
-
|
28
|
-
|
-
|
28
|
|||||||||||||
Tax
benefit of stock option exercises
|
-
|
-
|
2,258
|
-
|
-
|
2,258
|
|||||||||||||
Cash
dividend - common at $.02 per share
|
-
|
-
|
-
|
-
|
(1,133
|
)
|
(1,133
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
-
|
47,860
|
47,860
|
|||||||||||||
Balance,
December 31, 2004
|
84,995
|
850
|
81,834
|
-
|
208,333
|
291,017
|
|||||||||||||
Exercise
of stock options
|
669
|
7
|
2,786
|
-
|
-
|
2,793
|
|||||||||||||
Issuance
of common stock
|
2
|
-
|
35
|
-
|
-
|
35
|
|||||||||||||
Tax
benefit of stock option exercises
|
-
|
-
|
2,493
|
-
|
-
|
2,493
|
|||||||||||||
Cash
dividend - common at $.02 per share
|
-
|
-
|
-
|
-
|
(5,124
|
)
|
(5,124
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
-
|
61,714
|
61,714
|
|||||||||||||
Balance,
December 31, 2005
|
85,666
|
$
|
857
|
$
|
87,148
|
$
|
-
|
$
|
264,923
|
$
|
352,928
|
(a)
|
Common
stock and additional paid-in capital have been restated to reflect
3-for-2
stock splits on December 23, 2005 and July 20, 2004.
|
2005
|
2004
|
2003
|
||||||||
Cash
Flows From Operating Activities:
|
||||||||||
Net
income
|
$
|
61,714
|
$
|
47,860
|
$
|
35,458
|
||||
Adjustments
to reconcile net income to net cash provided by operating activities-
|
||||||||||
Depreciation
and amortization
|
52,603
|
40,755
|
30,066
|
|||||||
Gain
on sale of equipment
|
(2,803
|
)
|
-
|
-
|
||||||
Gain
on sale of investment
|
(591
|
)
|
-
|
-
|
||||||
Impairment
of investment
|
230
|
-
|
330
|
|||||||
Non-cash
compensation expense for issuance of common stock
to
certain members of board of directors
|
35
|
28
|
23
|
|||||||
Provision
for allowance for doubtful accounts and notes receivable
|
(45
|
)
|
433
|
811
|
||||||
Deferred
income taxes
|
1,292
|
15,685
|
8,608
|
|||||||
Fair
value adjustment of interest rate swap
|
-
|
-
|
383
|
|||||||
Tax
benefit on stock option exercises
|
2,493
|
2,258
|
2,179
|
|||||||
Changes
in assets and liabilities:
|
||||||||||
Increase
in short-term investments
|
(76
|
)
|
(2,202
|
)
|
-
|
|||||
(Increase)
decrease in trade receivables
|
(17,810
|
)
|
(20,413
|
)
|
804
|
|||||
(Increase)
decrease in inventories and supplies
|
(1,023
|
)
|
(996
|
)
|
9
|
|||||
(Increase)
decrease in prepaid expenses
|
(1,762
|
)
|
2,274
|
2,163
|
||||||
(Increase)
decrease in income tax receivable
|
3,216
|
(1,455
|
)
|
(757
|
)
|
|||||
Increase
in other assets
|
(121
|
)
|
(485
|
)
|
(54
|
)
|
||||
Increase
(decrease) in accounts payable
|
33
|
1,559
|
(141
|
)
|
||||||
Increase
in accrued liabilities and claims accrual
|
10,379
|
11,400
|
4,525
|
|||||||
Net
cash provided by operating activities
|
107,764
|
96,701
|
84,407
|
|||||||
Cash
Flows From Investing Activities:
|
||||||||||
Purchases
of property and equipment
|
(116,586
|
)
|
(115,672
|
)
|
(70,308
|
)
|
||||
Proceeds
from sale of equipment
|
13,003
|
-
|
-
|
|||||||
Investment
in/advances from other companies
|
- |
-
|
1,389
|
|||||||
(Increase)
decrease in notes receivable
|
(323
|
)
|
628
|
1,556
|
||||||
Acquisition
activity
|
(3,284
|
)
|
-
|
-
|
||||||
Cash
restricted
|
(211
|
)
|
-
|
-
|
||||||
Investments
in Transportation Resource Partners
|
(1,496
|
)
|
-
|
-
|
||||||
Proceeds
from sale of investment in Knight Flight Services
|
1,388
|
-
|
-
|
|||||||
Proceeds
from sale of investment in Concentrek, Inc.
|
2,836
|
-
|
-
|
|||||||
Net
cash used in investing activities
|
(104,673
|
)
|
(115,044
|
)
|
(67,363
|
)
|
||||
Cash
Flows From Financing Activities:
|
||||||||||
Payments
on line of credit, net
|
- |
-
|
(12,200
|
)
|
||||||
Payments
of long-term debt
|
- |
-
|
(2,715
|
)
|
||||||
Dividends
paid
|
(3,411
|
)
|
(1,133
|
)
|
-
|
|||||
Payment
of notes payable acquired
|
(6,819
|
)
|
-
|
-
|
||||||
Proceeds
from exercise of stock options
|
2,793
|
2,081
|
2,223
|
|||||||
Net
cash (used in) provided by financing activities
|
(7,437
|
)
|
948
|
(12,692
|
)
|
|||||
Net
(decrease) increase in Cash and Cash Equivalents
|
(4,346
|
)
|
(17,395
|
)
|
4,352
|
|||||
Cash
and Cash Equivalents, beginning of year
|
23,155
|
40,550
|
36,198
|
|||||||
Cash
and Cash Equivalents, end of year
|
$
|
18,809
|
$
|
23,155
|
$
|
40,550
|
||||
Supplemental
Disclosures:
|
||||||||||
Non-cash
investing and financing transactions:
|
||||||||||
Equipment
acquired included in accounts payable
|
$
|
1,901
|
$
|
152
|
$
|
74
|
||||
Net
book value of equipment traded
|
-
|
12,470
|
13,804
|
|||||||
Cash
flow information:
|
||||||||||
Income
taxes paid
|
$
|
30,410
|
$
|
15,151
|
$
|
13,334
|
||||
Interest
paid
|
-
|
-
|
474
|
2005
|
|||||||||||||
Mar
31
|
June
30
|
Sept
30
|
Dec
31
|
||||||||||
Revenue,
before fuel surcharge
|
$
|
111,074
|
$
|
119,722
|
$
|
127,444
|
$
|
140,756
|
|||||
Income
from operations
|
21,147
|
24,814
|
25,012
|
30,722
|
|||||||||
Net
income
|
12,757
|
14,957
|
15,451
|
18,549
|
|||||||||
Earnings
per common share:
|
|||||||||||||
Basic
(1)
|
$
|
0.15
|
$
|
0.17
|
$
|
0.18
|
$
|
0.22
|
|||||
Diluted
(1)
|
$
|
0.15
|
$
|
0.17
|
$
|
0.18
|
$
|
0.21
|
2004
|
|||||||||||||
Mar
31
|
June
30
|
Sept
30
|
Dec
31
|
||||||||||
Revenue,
before fuel surcharge
|
$
|
90,244
|
$
|
100,168
|
$
|
106,109
|
$
|
115,196
|
|||||
Income
from operations
|
15,387
|
18,932
|
20,776
|
24,267
|
|||||||||
Net
income
|
9,311
|
11,415
|
12,558
|
14,576
|
|||||||||
Earnings
per common share:
|
|||||||||||||
Basic
(1)
|
$
|
0.11
|
$
|
0.14
|
$
|
0.15
|
$
|
0.17
|
|||||
Diluted
(1)
|
$
|
0.11
|
$
|
0.13
|
$
|
0.14
|
$
|
0.17
|
(1)
|
The
basic and diluted earnings per share amounts for the first three
quarters
of 2005 and all four quarters of 2004 have been restated to reflect
3-for-2 stock splits on December 23, 2005 and July 20, 2004.
|
Years
|
|
Land
improvements
|
5-10
|
Buildings
and improvements
|
20-30
|
Furniture
and fixtures
|
5
|
Shop
and service equipment
|
3-5
|
Revenue
equipment
|
5-10
|
Leasehold
improvements
|
3
|
2005
|
2004
|
||||||
(In
thousands)
|
(In
thousands)
|
||||||
Investment
in Transportation Resource Partners ("TRP")
|
$
|
2,116
|
$
|
850
|
|||
Investment
in and related advances to Concentrek, Inc.
|
-
|
2,245
|
|||||
Investment
in Knight Flight, LLC
|
-
|
1,388
|
|||||
Other
|
478
|
356
|
|||||
$
|
2,594
|
$
|
4,839
|
2005
|
2004
|
2003
|
||||||||
Net
income, as reported
|
$
|
61,714
|
$
|
47,860
|
$
|
35,458
|
||||
Deduct
total stock-based employee compensation
expense
determined under fair-value-based method
for
all awards, net of tax
|
$
|
(5,129
|
)
|
$
|
(1,295
|
)
|
$
|
(1,018
|
)
|
|
Pro
forma net income
|
$
|
56,585
|
$
|
46,565
|
$
|
34,440
|
||||
Basic
earnings per share - as reported
|
$
|
0.72
|
$
|
0.57
|
$
|
0.42
|
||||
Basic
earnings per share - pro forma
|
$
|
0.66
|
$
|
0.55
|
$
|
0.40
|
||||
Diluted
earnings per share - as reported
|
$
|
0.71
|
$
|
0.55
|
$
|
0.41
|
||||
Diluted
earnings per share - pro forma
|
$
|
0.65
|
$
|
0.54
|
$
|
0.40
|
2005
|
2004
|
2003
|
|||||||
Net
Income (numerator)
|
Shares
(denominator)
|
Per
Share Amount
|
Net
Income (numerator)
|
Shares
(denominator)
|
Per
Share
Amount
|
Net
Income (numerator)
|
Shares
(denominator)
|
Per
Share Amount
|
|
Basic
EPS
|
$61,714
|
85,302
|
$.72
|
$47,860
|
84,599
|
$.57
|
$35,458
|
84,022
|
$.42
|
Effect
of stock
options
|
—
|
1,345
|
|
—
|
1,860
|
|
—
|
2,014
|
|
Diluted
EPS
|
$61,714
|
86,647
|
$.71
|
$47,860
|
86,459
|
$.55
|
$35,458
|
86,036
|
$.41
|
2005
|
2004
|
2003
|
||||||||
Current
income taxes:
|
||||||||||
Federal
|
$
|
35,167
|
$
|
12,252
|
$
|
12,292
|
||||
State
|
4,184
|
3,963
|
2,440
|
|||||||
39,351
|
16,215
|
14,732
|
||||||||
Deferred
income taxes:
|
||||||||||
Federal
|
1,798
|
14,010
|
9,779
|
|||||||
State
|
(149
|
)
|
1,675
|
(1,171
|
)
|
|||||
1,649
|
15,685
|
8,608
|
||||||||
$
|
41,000
|
$
|
31,900
|
$
|
23,340
|
2005
|
2004
|
2003
|
||||||||
Tax
at the statutory rate (35%)
|
$
|
35,950
|
$
|
27,797
|
$
|
20,579
|
||||
State
income taxes, net of federal benefit
|
4,035
|
2,939
|
1,924
|
|||||||
Other, net
|
1,015
|
1,164
|
837
|
|||||||
$
|
41,000
|
$
|
31,900
|
$
|
23,340
|
2005
|
2004
|
||||||
Short-term
deferred tax assets:
|
|||||||
Claims
accrual
|
$
|
9,598
|
$
|
8,147
|
|||
Other
|
1,135
|
1,147
|
|||||
10,733
|
9,294
|
||||||
Short
-term deferred tax liabilities:
|
|||||||
Prepaid
expenses deducted for tax purposes
|
(2,200
|
)
|
(1,801
|
)
|
|||
Short-term
deferred tax assets, net
|
$
|
8,533
|
$
|
7,493
|
|||
Long-term
deferred tax liabilities:
|
|||||||
Property
and equipment depreciation
|
$
|
76,597
|
$
|
72,303
|
|||
Other
|
-
|
357
|
|||||
$
|
76,597
|
$
|
72,660
|
Year
Ending December 31
|
$
Amount
|
|||
2006
|
$
|
500,000
|
||
2007
|
$
|
400,000
|
||
2008
|
$
|
500,000
|
||
2009
|
$
|
200,000
|
||
Total
|
$
|
1,600,000
|
Year
Ending December 31
|
$
Amount
|
|||
2006
|
$
|
466,000
|
||
2007
|
$
|
111,000
|
||
Total
|
$
|
577,000
|
2005
|
2004
|
2003
|
|||||||||||||||||
Options
|
Weighted
Average
Exercise
Price
|
Options
|
Weighted
Average
Exercise
Price
|
Options
|
Weighted
Average
Exercise
Price
|
||||||||||||||
Outstanding
at beginning of year
|
3,744,242
|
$
|
7.41
|
3,660,267
|
$
|
5.79
|
4,034,268
|
$
|
4.26
|
||||||||||
Granted
|
1,699,313
|
15.36
|
1,038,734
|
10.86
|
694,575
|
11.37
|
|||||||||||||
Exercised
|
(669,141
|
)
|
4.20
|
(645,116
|
)
|
3.23
|
(769,273
|
)
|
2.89
|
||||||||||
Forfeited
|
(211,903
|
)
|
10.44
|
(309,643
|
)
|
8.18
|
(299,303
|
)
|
5.41
|
||||||||||
Outstanding
at end of year
|
4,562,511
|
$
|
10.68
|
3,744,242
|
$
|
7.41
|
3,660,267
|
$
|
5.78
|
||||||||||
Exercisable
at end of year
|
1,765,748
|
$
|
9.39
|
931,971
|
$
|
3.73
|
785,475
|
$
|
2.73
|
||||||||||
Weighted
average fair value of options granted during the period
|
$
|
7.78
|
$
|
5.53
|
$
|
6.22
|
Balance
at
Beginning
of
Period
|
Expense
Recorded
|
Deductions
|
Balance
at
End
of
Period
|
|||||||||||||
Allowance
for doubtful accounts:
|
||||||||||||||||
Year
ended December 31, 2005
|
$
|
1,708
|
$
|
1,675
|
$
|
(1,706
|
)
|
(1
|
)
|
$
|
1,677
|
|||||
Year
ended December 31, 2004
|
1,942
|
454
|
(688
|
)
|
(1
|
)
|
1,708
|
|||||||||
Year
ended December 31, 2003
|
1,325
|
801
|
(184
|
)
|
(1
|
)
|
1,942
|
|||||||||
Allowance
for doubtful notes receivable:
|
||||||||||||||||
Year
ended December 31, 2005
|
63
|
14
|
(28
|
)
|
(1
|
)
|
49
|
|||||||||
Year
ended December 31, 2004
|
137
|
(21
|
)
|
(53
|
)
|
(1
|
)
|
63
|
||||||||
Year
ended December 31, 2003
|
142
|
10
|
(15
|
)
|
(1
|
)
|
137
|
Exhibit
Number
|
Descriptions
|
3.1
|
Restated
Articles of Incorporation of the Company. (Incorporated by reference
to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 No.
33-83534.)
|
3.1.1
|
First
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.1 to the Company’s Report on
Form 10-K for the period ended December 31, 2000.)
|
3.1.2
|
Second
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.2 to the Company’s Registration
Statement on Form S-3 No. 333-72130.)
|
3.1.3
|
Third
Amendment to Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1.3 to the Company’s Report on
Form 10-K for the period ended December 31, 2002.)
|
3.2
|
Amended
and Restated Bylaws of the Company. (Incorporated by reference to
Exhibit
3.2 to the Company’s Report on Form 8-K dated March 2, 2005 and filed on
March 4, 2005.)
|
3.2.1
|
First
Amendment to Restated Bylaws of the Company. (Incorporated by reference
to
Exhibit 3.2.1 to the Company’s Report on Form 10-K for the period ended
December 31, 2002.)
|
3.2.2
|
Second
Amendment to Restated Bylaws of the Company. (Incorporated by reference
to
Exhibit 3.2.1 to the Company's Report on Form 8-K dated March 2,
2005 and
filed on March 4, 2005.)
|
4.1
|
Articles
4, 10 and 11 of the Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to this Report on Form
10-K.)
|
4.2
|
Sections
2 and 5 of the Amended and Restated Bylaws of the Company. (Incorporated
by reference to Exhibit 3.2 to this Report on Form 10-K.)
|
4.3
†
|
Knight
Transportation, Inc. 2003 Stock Option Plan. (Incorporated by reference
from Exhibit 1 to the Company's Proxy Statement filed April 4, 2003
on
Schedule 14A.)
|
4.3.1
†
|
First
Amendment to Knight Transportation, Inc. 2003 Stock Option Plan.
(Incorporated by reference to Exhibit 10.10.1 to the Company's Report
of
Form 10-Q for the period ended March 31, 2005.)
|
10.1
|
Purchase
and Sale Agreement and Escrow Instructions (All Cash) dated as of
March 1,
1994, between Randy Knight, the Company, and Lawyers Title of Arizona.
(Incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1 No. 33-83534.)
|
10.1.1
|
Assignment
and First Amendment to Purchase and Sale Agreement and Escrow
Instructions. (Incorporated by reference to Exhibit 10.1.1 to Amendment
No. 3 to the Company’s Registration Statement on Form S-1 No. 33-83534.)
|
10.1.2
|
Second
Amendment to Purchase and Sale Agreement and Escrow Instructions.
(Incorporated by reference to Exhibit 10.1.2 to Amendment No. 3 to
the
Company’s Registration Statement on Form S-1 No. 33-83534.)
|
10.3
|
Form
of Purchase and Sale Agreement and Escrow Instructions (All Cash)
dated as
of October 1994, between the Company and Knight Deer Valley, L.L.C.,
an
Arizona limited liability company. (Incorporated by reference to
Exhibit
10.4.1 to Amendment No. 3 to the Company’s Registration Statement on Form
S-1 No. 33-83534.)
|
10.4
†
|
Amended
Indemnification Agreements between the Company, Don Bliss, Clark
A.
Jenkins, Gary J. Knight, Keith Knight, Kevin P. Knight, Randy Knight,
G.
D. Madden, Minor Perkins and Keith Turley, and dated as of February
5,
1997. (Incorporated by reference to Exhibit 10.6 to the Company’s Report
on Form 10-K for the period ended December 31, 1996.)
|
10.4.1
†
|
Indemnification
Agreements between the Company and Timothy M. Kohl and Matt Salmon,
dated
as of October 16, 2000, and May 9, 2001, respectively. (Incorporated
by
reference to Exhibit 10.6.1 to the Company’s Report on Form 10-K for the
period ended December 31, 2001.)
|
10.4.2
†
|
Indemnification
Agreements between the Company and Mark Scudder and Michael Garnreiter,
dated as of November 10, 1999, and September 19, 2003, respectively.
(Incorporated by reference to Exhibit 10.5.2 to the Company’s Report on
Form 10-K for the period ended December 31, 2003.)
|
10.5
|
Master
Equipment Lease Agreement dated as of January 1, 1996, between the
Company
and Quad-K Leasing, Inc. (Incorporated by reference to Exhibit 10.7
to the
Company’s Report on Form 10-K for the period ended December 31, 1995.)
|
10.7
|
Purchase
and Sale Agreement dated as of February 13, 1996, between the Company
and
RR-1 Limited Partnership. (Incorporated by reference to Exhibit 10.9
to
the Company’s Report on Form 10-K for the period ended December 31, 1995.)
|
10.8
†
|
Consulting
Agreement dated as of March 1, 2000 between Knight Transportation,
Inc.
and LRK Management, L.L.C. (Incorporated by reference to Exhibit
10.12 to
the Company’s Report on Form 10-K for the period ended December 31, 1999.)
|
10.9
|
Credit
Agreement by and among Knight Transportation, Inc., Wells Fargo Bank
and
Northern Trust Bank, dated April 6, 2001. (Incorporated by reference
to
Exhibit 10(a) to the Company’s Report on Form 10-Q for the period ended
June 30, 2001.)
|
10.9.1
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated February 13, 2003. (Incorporated by reference
to
Exhibit 10.14.1 to the Company’s Report on Form 10-K for the period ended
December 31, 2002.)
|
10.9.2
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated September 15, 2003. (Incorporated by reference
to
Exhibit 10.13.2 to the Company’s Report on Form 10-K for the period ended
December 31, 2003.)
|
10.9.3
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated December 15, 2003. (Incorporated by reference
to
Exhibit 10.13.3 to the Company’s Report on Form 10-K for the period ended
December 31, 2003.)
|
10.9.4
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated May 13, 2004. (Incorporated by reference
to
Exhibit 10.9.4 to the Company’s Report on Form 10-K for the period ended
December 31, 2004.)
|
10.9.5
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated October 4, 2004. (Incorporated by reference
to
Exhibit 10.9.5 to the Company’s Report on Form 10-K for the period ended
December 31, 2004.)
|
10.9.6
|
Modification
Agreement to Credit Agreement by and among Knight Transportation,
Inc. and
Wells Fargo Bank, dated April 13, 2005. (Incorporated by reference
to
Exhibit 10.9.6 to the Company’s Report on Form 10-Q for the period ended
March 31, 2005.)
|
10.10
†
|
Knight
Transportation, Inc. 2003 Stock Option Plan. (Incorporated by reference
to
Exhibit 1 to the Company’s Definitive Proxy Statement on Schedule 14A
relating to its Annual Meeting of Shareholders held on May 21, 2003.)
|
10.10.1†
|
First
Amendment to Knight Transportation, Inc. 2003 Stock Option Plan.
(Incorporated by reference to Exhibit 10.10.1 to the Company's Report
of
Form 10-Q for the period ended March 31, 2005.)
|
10.11
|
Credit
Agreement between Knight Transportation, Inc. and Wells Fargo Bank,
N.A.,
dated September 15, 2005. (Incorporated by reference to Exhibit 10.11
to
the Company's Report on Form 10-Q for the period ended September
30,
2005.)
|
21.1*
|
Subsidiaries
of the Company.
|
23.1*
|
Consent
of Deloitte & Touche LLP.
|
23.2*
|
Consent
of KPMG LLP.
|
31.1*
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002, by Kevin P. Knight,
the
Company’s Chief Executive Officer.
|
31.2*
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002, by David A. Jackson,
the
Company’s Chief Financial Officer.
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, by Kevin P. Knight, the Company’s Chief
Executive Officer.
|
32.2*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002, by David A. Jackson, the Company’s Chief
Financial Officer.
|
*
|
Filed
herewith.
|
|
†
|
Management
contract or compensatory plan or arrangement.
|