[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
88-0320154
|
|
(State or other jurisdiction of incorporation
|
(I.R.S. Employer Identification No.)
|
|
or organization)
|
||
400 Birmingham Hwy.
|
||
Chattanooga, TN
|
37419
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Yes [X]
|
No [ ]
|
Yes [ ]
|
No [ ]
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [X] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
Yes [ ]
|
No [ X ]
|
PART I
FINANCIAL INFORMATION
|
||
Page Number
|
||
Item 1.
|
Financial Statements
|
|
Consolidated Condensed Balance Sheets as of March 31, 2010 and December 31,
2009 (unaudited)
|
||
Consolidated Condensed Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited)
|
||
Consolidated Condensed Statement of Stockholders’ Equity and Comprehensive Loss for the three months ended March 31, 2010 (unaudited)
|
||
Consolidated Condensed Statements of Cash Flows for the three months ended
March 31, 2010 and 2009 (unaudited)
|
||
Notes to Consolidated Condensed Financial Statements (unaudited)
|
||
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
PART II
OTHER INFORMATION
|
||
Page Number
|
||
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 6.
|
Exhibits
|
COVENANT TRANSPORTATION
GROUP, INC
. AND SUBSIDIARIES
CONSOLIDATED
CONDENSED BALANCE SHEETS
(In thousands, except share data)
|
||||||||
ASSETS
|
March 31, 2010
(unaudited)
|
December 31, 2009
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 9,931 | $ | 12,221 | ||||
Accounts receivable, net of allowance of $1,781 in 2010 and $1,845
in 2009
|
65,973 | 64,857 | ||||||
Drivers' advances and other receivables, net of allowance of $2,594 in
2010 and $2,608 in 2009
|
3,393 | 3,311 | ||||||
Inventory and supplies
|
3,993 | 4,004 | ||||||
Prepaid expenses
|
6,726 | 7,172 | ||||||
Assets held for sale
|
4,182 | 9,547 | ||||||
Deferred income taxes
|
1,051 | 458 | ||||||
Income taxes receivable
|
1,548 | 257 | ||||||
Total current assets
|
96,797 | 101,827 | ||||||
Property and equipment, at cost
|
408,743 | 399,712 | ||||||
Less accumulated depreciation and amortization
|
(130,152 | ) | (121,377 | ) | ||||
Net property and equipment
|
278,591 | 278,335 | ||||||
Goodwill
|
11,539 | 11,539 | ||||||
Other assets, net
|
5,922 | 6,611 | ||||||
Total assets
|
$ | 392,849 | $ | 398,312 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Checks outstanding in excess of bank balances
|
$ | 4,155 | $ | 4,838 | ||||
Accounts payable
|
8,210 | 7,528 | ||||||
Accrued expenses
|
25,714 | 26,789 | ||||||
Current maturities of long-term debt
|
64,291 | 67,365 | ||||||
Current portion of capital lease obligations
|
1,120 | 1,098 | ||||||
Current portion of insurance and claims accrual
|
12,816 | 12,055 | ||||||
Total current liabilities
|
116,306 | 119,673 | ||||||
Long-term debt
|
120,861 | 134,084 | ||||||
Long-term portion of capital lease obligations
|
12,201 | 12,472 | ||||||
Insurance and claims accrual, net of current portion
|
11,759 | 11,082 | ||||||
Deferred income taxes
|
37,027 | 24,525 | ||||||
Other long-term liabilities
|
1,772 | 1,801 | ||||||
Total liabilities
|
299,926 | 303,637 | ||||||
Commitment and contingent liabilities
|
- | - | ||||||
Stockholders' equity:
|
||||||||
Class A common stock, $.01 par value; 20,000,000 shares authorized;
13,469,090 shares issued; and 11,840,568 shares
outstanding as of March 31, 2010 and December 31, 2009
|
136 | 136 | ||||||
Class B common stock, $.01 par value; 5,000,000 shares authorized;
2,350,000 shares issued and outstanding
|
24 | 24 | ||||||
Additional paid-in-capital
|
90,910 | 90,679 | ||||||
Treasury stock at cost; 1,628,522 shares as of March 31, 2010 and
December 31, 2009
|
(19,195 | ) | (19,195 | ) | ||||
Accumulated other comprehensive income
|
498 | 305 | ||||||
Retained earnings
|
20,550 | 22,726 | ||||||
Total stockholders' equity
|
92,923 | 94,675 | ||||||
Total liabilities and stockholders' equity
|
$ | 392,849 | $ | 398,312 |
Three months ended
March 31,
(unaudited)
|
||||||||
2010
|
2009
|
|||||||
Revenue:
|
||||||||
Freight revenue
|
$ | 129,336 | $ | 122,129 | ||||
Fuel surcharge revenue
|
22,675 | 11,647 | ||||||
Total revenue
|
$ | 152,011 | $ | 133,776 | ||||
Operating expenses:
|
||||||||
Salaries, wages, and related expenses
|
52,210 | 54,819 | ||||||
Fuel expense
|
42,158 | 29,132 | ||||||
Operations and maintenance
|
8,708 | 9,115 | ||||||
Revenue equipment rentals and purchased transportation
|
17,639 | 18,401 | ||||||
Operating taxes and licenses
|
2,329 | 3,060 | ||||||
Insurance and claims
|
8,980 | 5,921 | ||||||
Communications and utilities
|
834 | 1,665 | ||||||
General supplies and expenses
|
4,755 | 5,792 | ||||||
Depreciation and amortization, including gains and losses on
disposition of equipment
|
12,582 | 11,016 | ||||||
Total operating expenses
|
150,195 | 138,921 | ||||||
Operating income (loss)
|
1,816 | (5,145 | ) | |||||
Other (income) expenses:
|
||||||||
Interest expense
|
3,954 | 2,876 | ||||||
Interest income
|
(2 | ) | (51 | ) | ||||
Other income, net
|
(47 | ) | (31 | ) | ||||
Other expenses, net
|
3,905 | 2,794 | ||||||
Loss before income taxes
|
(2,089 | ) | (7,939 | ) | ||||
Income tax expense (benefit)
|
87 | (2,396 | ) | |||||
Net loss
|
$ | (2,176 | ) | $ | (5,543 | ) | ||
Loss per share:
|
||||||||
Basic and diluted loss per share:
|
$ | (0.15 | ) | $ | (0.39 | ) | ||
Basic and diluted weighted average common shares outstanding
|
14,191 | 14,049 |
Common Stock
|
Additional
Paid-In
|
Treasury
|
Accumulated
Other Comprehensive
|
Retained
|
Total
Stockholders'
|
|||||||||||||||||||||||
Class A
|
Class B
|
Capital
|
Stock
|
Income
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balances at December 31, 2009
|
$ | 136 | $ | 24 | $ | 90,679 | $ | (19,195 | ) | $ | 305 | $ | 22,726 | $ | 94,675 | |||||||||||||
Net loss
|
(2,176 | ) | (2,176 | ) | ||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Unrealized gain on
effective
portion of fuel
hedge, net of
tax of $313
|
470 | 470 | ||||||||||||||||||||||||||
Comprehensive loss
|
470 | (2,176 | ) | (1,706 | ) | |||||||||||||||||||||||
Reclassification of fuel hedge gain into statement of operations, net of income tax of $173
|
(277 | ) | (277 | ) | ||||||||||||||||||||||||
Stock-based employee
compensation cost
|
231 | 231 | ||||||||||||||||||||||||||
Balances at March 31, 2010
|
$ | 136 | $ | 24 | $ | 90,910 | $ | (19,195 | ) | $ | 498 | $ | 20,550 | $ | 92,923 | |||||||||||||
Three months ended March 31,
(unaudited)
|
||||||||
2010
|
2009
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (2,176 | ) | $ | (5,543 | ) | ||
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
||||||||
Provision for losses on accounts receivable
|
166 | 188 | ||||||
Depreciation and amortization
|
13,256 | 10,890 | ||||||
Amortization of deferred financing fees
|
234 | 184 | ||||||
Deferred income taxes expense (benefit)
|
11,700 | (2,856 | ) | |||||
Deferred gain on fuel hedge
|
402 | - | ||||||
Stock based compensation expense
|
231 | 56 | ||||||
(Gain) loss on disposition of property and equipment
|
(674 | ) | 126 | |||||
Changes in operating assets and liabilities:
|
||||||||
Receivables and advances
|
(2,655 | ) | 15,792 | |||||
Prepaid expenses and other assets
|
832 | 1,395 | ||||||
Inventory and supplies
|
11 | 132 | ||||||
Insurance and claims accrual
|
1,438 | (2,424 | ) | |||||
Accounts payable and accrued expenses
|
(589 | ) | (1,937 | ) | ||||
Net cash flows provided by operating activities
|
22,176 | 16,003 | ||||||
Cash flows from investing activities:
|
||||||||
Acquisition of property and equipment
|
(19,389 | ) | (6,065 | ) | ||||
Proceeds from disposition of property and equipment
|
12,258 | 13,373 | ||||||
Payment of acquisition obligation
|
- | (83 | ) | |||||
Net cash flows (used in)/provided by investing activities
|
(7,131 | ) | 7,225 | |||||
Cash flows from financing activities:
|
||||||||
Change in checks outstanding in excess of bank balances
|
(684 | ) | 67 | |||||
Proceeds from issuance of notes payable
|
6,319 | 3,818 | ||||||
Repayments of notes payable
|
(15,090 | ) | (15,790 | ) | ||||
Repayments of capital lease obligation
|
(249 | ) | - | |||||
Proceeds from borrowings/(repayments) under revolving credit facility, net
|
(7,524 | ) | 2,455 | |||||
Debt refinancing costs
|
(107 | ) | (544 | ) | ||||
Net cash used in financing activities
|
(17,335 | ) | (9,994 | ) | ||||
Net change in cash and cash equivalents
|
(2,290 | ) | 13,234 | |||||
Cash and cash equivalents at beginning of period
|
12,221 | 6,300 | ||||||
Cash and cash equivalents at end of period
|
$ | 9,931 | $ | 19,534 | ||||
Note 1.
|
Significant Accounting Policies
|
Note 2.
|
(Loss) Earnings Per Share
|
(in thousands except per share data)
|
Three months ended
March 31,
|
|||||||
2010
|
2009
|
|||||||
Numerator:
|
||||||||
Net loss
|
$ | (2,176 | ) | $ | (5,543 | ) | ||
Denominator:
|
||||||||
Denominator for basic earnings per share –
weighted-average shares
|
14,191 | 14,049 | ||||||
Effect of dilutive securities:
|
||||||||
Equivalent shares issuable upon conversion
of unvested restricted stock
|
- | - | ||||||
Equivalent shares issuable upon conversion
of unvested employee stock options
|
- | - | ||||||
Denominator for diluted earnings per share –
adjusted weighted-average shares and
assumed conversions
|
14,191 | 14,049 | ||||||
Net loss per share:
|
||||||||
Basic and diluted loss per share:
|
$ | (0.15 | ) | $ | (0.39 | ) |
Note 3.
|
Segment Information
|
Three months ended
|
||||||||
(in thousands)
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
Revenues:
|
||||||||
Asset-Based Truckload Services
|
$ | 141,763 | $ | 122,996 | ||||
Brokerage Services
|
10,248 | 10,780 | ||||||
Total
|
$ | 152,011 | $ | 133,776 | ||||
Operating Income (Loss):
|
||||||||
Asset-Based Truckload Services
|
$ | 5,047 | $ | (1,684 | ) | |||
Brokerage Services
|
411 | (174 | ) | |||||
Unallocated Corporate Overhead
|
(3,642 | ) | (3,287 | ) | ||||
Total
|
$ | 1,816 | $ | (5,145 | ) |
Note 4.
|
Income Taxes
|
Note 5.
|
Fair Value Measurement and Fair Value of Financial Instruments
|
·
|
Level 1. Observable inputs such as quoted prices in active markets;
|
|
·
|
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
·
|
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
(in thousands)
|
March 31,
2010
|
Quoted Prices
in Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Hedge derivative asset
|
$411
|
—
|
$411
|
—
|
Note 6.
|
Derivative Instruments
|
Note 7.
|
Debt
|
(in thousands)
|
March 31, 2010
|
December
31, 2009
|
||||||||||||||
Current
|
Long-Term
|
Current
|
Long-Term
|
|||||||||||||
Borrowings under Credit Facility
|
$ | - | $ | 5,162 | $ | - | $ | 12,686 | ||||||||
Revenue equipment installment notes with finance companies; weighted average interest rate of 6.6% and 6.5% at March 31, 2010, and December 31, 2009, respectively, due in monthly installments with final maturities at various dates ranging from April 2010 to October 2013, secured by related revenue equipment
|
63,926 | 112,875 | 67,000 | 118,574 | ||||||||||||
Real estate note; interest rate of 2.8% and 4.0% at March 31, 2010, and December 31, 2009, respectively, due in monthly installments with fixed maturity at October 2013, secured by related real estate
|
365 | 2,824 | 365 | 2,824 | ||||||||||||
Total debt
|
64,291 | 120,861 | 67,365 | 134,084 | ||||||||||||
Capital lease obligations, secured by related revenue equipment
|
1,120 | 12,201 | 1,098 | 12,472 | ||||||||||||
Total debt and capital lease obligations
|
$ | 65,411 | $ | 133,062 | $ | 68,463 | $ | 146,556 |
Note 8.
|
Litigation
|
Note 9.
|
Subsequent Events
|
●
|
Our consolidated operating ratio improved by 560 basis points to 98.6% in the first quarter of 2010 versus the same period in 2009;
|
●
|
Since year end 2009, total indebtedness, net of cash and including the present value of off-balance sheet obligations, has decreased by $23.7 million and we have increased our borrowing availability to $45.5 million; and
|
●
|
Net loss of $2.2 million, or ($0.15) per basic and diluted share, in the first quarter of 2010, compared with a net loss of $5.5 million, or ($0.39) per basic and diluted share, in the first quarter of 2009.
|
Three months ended
March 31,
|
Three months ended
March 31,
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
||||||||||||||
Total revenue
|
100.0 | % | 100.0 | % |
Freight revenue (1)
|
100.0 | % | 100.0 | % | ||||||||
Operating expenses:
|
Operating expenses:
|
||||||||||||||||
Salaries, wages, and related
expenses
|
34.4 | 41.0 |
Salaries, wages, and related
expenses
|
40.4 | 44.9 | ||||||||||||
Fuel expense
|
27.7 | 21.8 |
Fuel expense (1)
|
15.1 | 14.3 | ||||||||||||
Operations and maintenance
|
5.7 | 6.8 |
Operations and maintenance
|
6.7 | 7.5 | ||||||||||||
Revenue equipment rentals and
purchased transportation
|
11.6 | 13.8 |
Revenue equipment rentals and
purchased transportation
|
13.6 | 15.1 | ||||||||||||
Operating taxes and licenses
|
1.5 | 2.3 |
Operating taxes and licenses
|
1.8 | 2.5 | ||||||||||||
Insurance and claims
|
5.9 | 4.4 |
Insurance and claims
|
6.9 | 4.8 | ||||||||||||
Communications and utilities
|
0.6 | 1.2 |
Communications and utilities
|
0.7 | 1.4 | ||||||||||||
General supplies and expenses
|
3.1 | 4.3 |
General supplies and expenses
|
3.7 | 4.7 | ||||||||||||
Depreciation and amortization
|
8.3 | 8.2 |
Depreciation and amortization
|
9.7 | 9.0 | ||||||||||||
Total operating expenses
|
98.8 | 103.8 |
Total operating expenses
|
98.6 | 104.2 | ||||||||||||
Operating income (loss)
|
1.2 | (3.8 | ) |
Operating income (loss)
|
1.4 | (4.2 | ) | ||||||||||
Other expense, net
|
2.5 | 2.1 |
Other expense, net
|
3.0 | 2.3 | ||||||||||||
Loss before income taxes
|
(1.3 | ) | (5.9 | ) |
Loss before income taxes
|
(1.6 | ) | (6.5 | ) | ||||||||
Income tax expense (benefit)
|
0.1 | (1.8 | ) |
Income tax expense (benefit)
|
0.1 | (2.0 | ) | ||||||||||
Net loss
|
(1.4 | %) | (4.1 | %) |
Net loss
|
(1.7 | %) | (4.5 | %) |
(1)
|
Freight revenue is total revenue less fuel surcharge revenue. Fuel surcharge revenue is shown netted against the fuel expense category ($22.7 million and $11.7 million in the three months ended March 31, 2010 and 2009, respectively).
|
Three months ended
|
||||||||
(in thousands)
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
Revenues:
|
||||||||
Asset-Based Truckload Services
|
$ | 141,763 | $ | 122,996 | ||||
Brokerage Services
|
10,248 | 10,780 | ||||||
Total
|
$ | 152,011 | $ | 133,776 | ||||
Operating Income (Loss):
|
||||||||
Asset-Based Truckload Services
|
$ | 5,047 | $ | (1,684 | ) | |||
Brokerage Services
|
411 | (174 | ) | |||||
Unallocated Corporate Overhead
|
(3,642 | ) | (3,287 | ) | ||||
Total
|
$ | 1,816 | $ | (5,145 | ) |
PART II
OTHER INFORMATION
|
||||
ITEM 1.
|
From time to time, the Company is a party to ordinary, routine litigation arising in the ordinary course of business, most of which involves claims for personal injury and property damage incurred in connection with the transportation of freight. The Company maintains insurance to cover liabilities arising from the transportation of freight for amounts in excess of certain self-insured retentions. In management's opinion, the Company's potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated condensed financial statements.
|
|||
ITEM 1A.
|
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Form 10-K for the year ended December 31, 2009, in the section entitled Item 1A. Risk Factors, describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.
|
|||
ITEM 6.
|
EX
H
IBITS
|
|||
Exhibit
Number
|
Reference
|
Description
|
||
3.1
|
(1)
|
Amended and Restated Articles of Incorporation
|
||
3.2
|
(1)
|
Amended and Restated Bylaws dated December 6, 2007
|
||
4.1
|
(1)
|
Amended and Restated Articles of Incorporation
|
||
4.2
|
(1)
|
Amended and Restated Bylaws dated December 6, 2007
|
||
10.1
|
#
|
Second Amendment to Third Amended and Restated Credit Agreement, dated February 25, 2010, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and Textron Financial Corporation
|
||
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 David R. Parker, 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 Richard B. Cribbs, 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 David R. Parker, 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 Richard B. Cribbs, the Company's Chief Financial Officer
|
References:
|
|
(1)
|
Incorporated by reference to Form 10-K, filed March 17, 2008 (SEC Commission File No. 000-24960).
|
#
|
Filed herewith.
|
COVENANT TRANSPORTATION GROUP, INC.
|
||
Date: May 17, 2010
|
By:
|
/s/ Richard B. Cribbs
|
Richard B. Cribbs
|
||
Chief Financial Officer
|
||
in his capacity as such and on behalf of the issuer.
|
Measurement Period Ended
|
Minimum Fixed Charge Coverage Ratio
|
January 31, 2010
|
.80 to 1.00
|
February 28, 2010
|
.65 to 1.00
|
March 31, 2010
|
.72 to 1.00
|
April 30, 2010
|
.80 to 1.00
|
May 31, 2010
|
.85 to 1.00
|
June 30, 2010
|
.90 to 1.00
|
July 31, 2010 and thereafter
|
1.00 to 1.00
|
BORROWERS
:
COVENANT TRANSPORT, INC.
By:
/s/M. David Hughes
Name: M. David Hughes
Title: Senior Vice President of Fleet Management and Procurement and Treasurer
|
|
CTG LEASING COMPANY
SOUTHERN REFRIGERATED TRANSPORT, INC.
STAR TRANSPORTATION, INC.
By:
/s/M. David Hughes
Name: M. David Hughes
Title: Vice President
|
|
COVENANT ASSET MANAGEMENT, INC.
COVENANT TRANSPORT SOLUTIONS, INC.
By:
/s/M. David Hughes
Name: M. David Hughes
Title: Treasurer
|
PARENT
:
COVENANT TRANSPORTATION GROUP, INC.
By:
/s/M. David Hughes
Name: M. David Hughes
Title: Senior Vice President and Treasurer
|
|
AGENT AND LENDERS
:
BANK OF AMERICA, N.A.
,
as Agent and Lender
By:
/s/Douglas Cowan
Name: Douglas Cowan
Title: Senior Vice President
|
JPMORGAN CHASE BANK, N.A.
By:
/s/Christopher D. Capriotti
Name: Christopher D. Capriotti
Title: Senior Vice President
|
TEXTRON FINANCIAL CORPORATION
By:
/s/Susan M. Hall
Name: Susan M. Hall
Title: Senior Account Executive
|
1.
|
I have reviewed this Form 10-Q of Covenant Transportation Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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Date: May 17, 2010
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/s/ David R. Parker
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David R. Parker
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Chief Executive Officer
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1.
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I have reviewed this Form 10-Q of Covenant Transportation Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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Date: May 17, 2010
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/s/ Richard B. Cribbs
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Richard B. Cribbs
|
|
Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date: May 17, 2010
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/s/ David R. Parker
|
David R. Parker
|
|
Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date: May 17, 2010
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/s/ Richard B. Cribbs
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Richard B. Cribbs
|
|
Chief Financial Officer
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