[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 [X]
|
No [ ]
|
Large accelerated filer [ ]
|
|
Accelerated filer [X]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
|
Emerging growth company [ ]
|
Yes [ ]
|
No [X]
|
PART I
FINANCIAL INFORMATION
|
||
Page
Number
|
||
Item 1.
|
Financial Statements
|
|
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
Item 2.
|
20
|
|
Item 3.
|
34
|
|
Item 4.
|
35
|
|
PART II
OTHER INFORMATION
|
||
Page
Number
|
||
Item 1.
|
36
|
|
Item 1A.
|
36
|
|
Item 2.
|
37
|
|
Item 3.
|
37
|
|
Item 4.
|
37
|
|
Item 5.
|
37
|
|
Item 6.
|
38
|
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
||||||||
ASSETS
|
March 31, 2017
(unaudited)
|
December 31, 2016
(unaudited)
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
7,252
|
$
|
7,750
|
||||
Accounts receivable, net of allowance of $1,488 in 2017 and $1,345 in 2016
|
73,500
|
96,636
|
||||||
Drivers' advances and other receivables, net of allowance of $547 in 2017 and $519 in 2016
|
11,371
|
8,757
|
||||||
Inventory and supplies
|
4,034
|
3
,
980
|
||||||
Prepaid expenses
|
8,135
|
10
,
889
|
||||||
Assets held for sale
|
2,597
|
2,695
|
||||||
Income taxes receivable
|
7,381
|
4,256
|
||||||
Other short-term assets, net
|
1,018
|
-
|
||||||
Total current assets
|
115,288
|
134,963
|
||||||
Property and equipment, at cost
|
641,284
|
631,076
|
||||||
Less: accumulated depreciation and amortization
|
(173,058
|
)
|
(165,605
|
)
|
||||
Net property and equipment
|
468,226
|
465
,
471
|
||||||
Other long-term assets, net
|
25,915
|
20,104
|
||||||
Total assets
|
$
|
609,429
|
$
|
620,538
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Checks outstanding in excess of bank balances
|
$
|
1,611
|
$
|
189
|
||||
Accounts payable
|
9,042
|
13
,
032
|
||||||
Accrued expenses
|
21,893
|
26
,
607
|
||||||
Current maturities of long-term debt
|
22,678
|
24
,
947
|
||||||
Current portion of capital lease obligations
|
2,508
|
2
,
441
|
||||||
Current portion of insurance and claims accrual
|
16,561
|
17,177
|
||||||
Other short-term liabilities
|
4,450
|
3
,
388
|
||||||
Total current liabilities
|
78,743
|
87
,
781
|
||||||
Long-term debt
|
159,941
|
168
,
676
|
||||||
Long-term portion of capital lease obligations
|
20,056
|
19,761
|
||||||
Insurance and claims accrual
|
26,153
|
20
,
866
|
||||||
Deferred income taxes
|
86,023
|
84
,
157
|
||||||
Other long-term liabilities
|
3,165
|
2,883
|
||||||
Total liabilities
|
374,081
|
384
,
124
|
||||||
Commitments and contingent liabilities
|
-
|
-
|
||||||
Stockholders' equity:
|
||||||||
Class A common stock, $.01 par value; 20,000,000 shares authorized; 15,923,215 shares issued and 15,922,890 shares outstanding as of March 31, 2017 and 15,922,879 shares issued and 15,899,223 shares outstanding as of December 31, 2016
|
170
|
170
|
||||||
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
|
136,786
|
137,912
|
||||||
Treasury stock at cost; 325 and 23,656 shares as of March 31, 2017 and December 31, 2016, respectively
|
(6
|
)
|
(1,084
|
)
|
||||
Accumulated other comprehensive loss
|
(3,619
|
)
|
(2,640
|
)
|
||||
Retained earnings
|
101,993
|
102,032
|
||||||
Total stockholders' equity
|
235,348
|
236,414
|
||||||
Total liabilities and stockholders' equity
|
$
|
609,429
|
$
|
620,538
|
Three months ended
March 31,
(unaudited)
|
||||||||
2017
|
2016
|
|||||||
Revenue:
|
||||||||
Freight revenue
|
$
|
140,126
|
$
|
144,679
|
||||
Fuel surcharge revenue
|
18,618
|
11,662
|
||||||
Total revenue
|
$
|
158,744
|
$
|
156,341
|
||||
Operating expenses:
|
||||||||
Salaries, wages, and related expenses
|
59,324
|
57,755
|
||||||
Fuel expense
|
25,402
|
23,833
|
||||||
Operations and maintenance
|
12,413
|
11,162
|
||||||
Revenue equipment rentals and purchased transportation
|
25,372
|
25,098
|
||||||
Operating taxes and licenses
|
2,735
|
2,708
|
||||||
Insurance and claims
|
8,718
|
6,897
|
||||||
Communications and utilities
|
1,628
|
1,477
|
||||||
General supplies and expenses
|
3,727
|
3,108
|
||||||
Depreciation and amortization, including gains and losses on disposition of property and equipment
|
19,116
|
16,885
|
||||||
Total operating expenses
|
158,435
|
148,923
|
||||||
Operating income
|
309
|
7,418
|
||||||
Interest expense, net
|
2,081
|
2,295
|
||||||
Income from equity method investment
|
(1,025
|
)
|
(850
|
)
|
||||
(Loss) income before income taxes
|
(747
|
) |
5,973
|
|||||
Income tax (benefit) expense
|
(708
|
)
|
1,621
|
|||||
Net (loss) income
|
$
|
(39
|
) |
$
|
4,352
|
|||
Income per share:
|
||||||||
Basic and diluted net (loss) income per share
|
$
|
(0.00
|
) |
$
|
0.24
|
|||
Basic weighted average shares outstanding
|
18,256
|
18,147
|
||||||
Diluted weighted average shares outstanding
|
18,336
|
18,272
|
Three months ended
March 31,
(unaudited)
|
||||||||
2017
|
2016
|
|||||||
Net (loss) income
|
$
|
(39
|
) |
$
|
4,352
|
|||
Other comprehensive (loss) income:
|
||||||||
Unrealized loss on effective portion of cash flow hedges, net of tax of $1,122 and $2,932 in 2017 and 2016, respectively
|
(1,793
|
)
|
(1,803
|
)
|
||||
Reclassification of cash flow hedge loss into statement of operations, net of tax of $510 and $1,994 in 2017 and 2016, respectively
|
814
|
3,185
|
||||||
Total other comprehensive (loss) income
|
(979
|
)
|
1,382
|
|||||
Comprehensive (loss) income
|
$
|
(1,018
|
)
|
$
|
5,734
|
Accumulated | ||||||||||||||||||||||||||||
Common Stock
|
Additional | Other | Total | |||||||||||||||||||||||||
Class A
|
Class B
|
Paid-In
Capital
|
Treasury
Stock
|
Comprehensive
Loss
|
Retained
Earnings
|
Stockholders'
Equity
|
||||||||||||||||||||||
Balances at December 31, 2016
|
$
|
170
|
$
|
24
|
$
|
137,912
|
$
|
(1,084
|
)
|
$
|
(2,640
|
)
|
$
|
102,032
|
$
|
236,414
|
||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(39
|
) |
(39
|
) | |||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
-
|
(979
|
)
|
-
|
(979
|
)
|
|||||||||||||||||||
Stock-based employee compensation expense
|
-
|
-
|
155
|
-
|
-
|
-
|
155
|
|||||||||||||||||||||
Issuance of restricted shares
|
-
|
-
|
(1,281
|
)
|
1,078
|
-
|
-
|
(203
|
)
|
|||||||||||||||||||
Balances at March 31, 2017
|
$
|
170
|
$
|
24
|
$
|
136,786
|
$
|
(6
|
)
|
$
|
(3,619
|
)
|
$
|
101,993
|
$
|
235,348
|
Three months ended March 31,
(unaudited)
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(39
|
) |
$
|
4,352
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Provision for losses on accounts receivable
|
189
|
(123
|
)
|
|||||
Realized gain on sales to affiliate, net
|
(65
|
)
|
(43
|
)
|
||||
Depreciation and amortization
|
18,666
|
16,634
|
||||||
Loss on disposition of property and equipment
|
450
|
251
|
||||||
Amortization of deferred financing fees
|
68
|
77
|
||||||
Deferred income tax expense (benefit)
|
2,395
|
(7,836
|
)
|
|||||
Income tax benefit arising from restricted share vesting and stock options exercised
|
84
|
555
|
||||||
Stock-based compensation expense
|
155
|
304
|
||||||
Income from equity method investment
|
(1,025
|
)
|
(850
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Receivables and advances
|
12,039
|
47,697
|
||||||
Prepaid expenses and other assets
|
2,214
|
2,027
|
||||||
Inventory and supplies
|
(54
|
)
|
(185
|
)
|
||||
Insurance and claims accrual
|
4,671
|
(538
|
)
|
|||||
Accounts payable and accrued expenses
|
(9,081
|
)
|
(10,809
|
)
|
||||
Net cash flows provided by operating activities
|
30,667
|
51,513
|
||||||
Cash flows from investing activities:
|
||||||||
Acquisition of property and equipment
|
(22,511
|
)
|
(17,394
|
)
|
||||
Proceeds from disposition of property and equipment
|
6,623
|
28,593
|
||||||
Net cash flows (used in) provided by investing activities
|
(15,888
|
)
|
11,199
|
|||||
Cash flows from financing activities:
|
||||||||
Change in checks outstanding in excess of bank balances
|
1,422
|
(922
|
)
|
|||||
Proceeds from issuance of notes payable
|
21,399
|
5,971
|
||||||
Proceeds from the exercise of stock options
|
-
|
32
|
||||||
Repayments of notes payable
|
(34,286
|
)
|
(74,235
|
)
|
||||
Repayments of capital lease obligations
|
(5,424
|
)
|
(437
|
)
|
||||
Proceeds under revolving credit facility
|
261,123
|
287,444
|
||||||
Repayments under revolving credit facility
|
(259,308
|
)
|
(280,733
|
)
|
||||
Payment of minimum tax withholdings on stock compensation
|
(203
|
)
|
(575
|
)
|
||||
Debt refinancing costs
|
-
|
(57
|
)
|
|||||
Net cash used in financing activities
|
(15,277
|
)
|
(63,512
|
)
|
||||
Net change in cash and cash equivalents
|
(498
|
)
|
(800
|
)
|
||||
Cash and cash equivalents at beginning of period
|
7,750
|
4,490
|
||||||
Cash and cash equivalents at end of period
|
$
|
7,252
|
$
|
3,690
|
(in thousands except per share data)
|
Three Months ended March 31,
|
|||||||
2017
|
2016
|
|||||||
Numerator:
|
||||||||
Net (loss) income
|
$
|
(39
|
) |
$
|
4,352
|
|||
Denominator:
|
||||||||
Denominator for basic earnings per share – weighted-average shares
|
18,256
|
18,147
|
||||||
Effect of dilutive securities:
|
||||||||
Equivalent shares issuable upon conversion of unvested restricted stock
|
80
|
125
|
||||||
Denominator for diluted earnings per share – adjusted weighted-average shares and assumed conversions
|
18,336
|
18,272
|
||||||
Basic and diluted (loss) income per share:
|
$
|
(0.00
|
) |
$
|
0.24
|
(in thousands)
|
Three months ended
March 31,
|
|||||||
2017
|
2016
|
|||||||
Total Revenues:
|
||||||||
Truckload
|
$
|
145,625
|
$
|
142,754
|
||||
Other
|
13,119
|
13,587
|
||||||
Total
|
$
|
158,744
|
$
|
156,341
|
||||
Operating Income (Loss):
|
||||||||
Truckload
|
$
|
3,902
|
$
|
8,369
|
||||
Other
|
1,447
|
1,825
|
||||||
Unallocated Corporate Overhead
|
(5,040
|
)
|
(2,776
|
)
|
||||
Total
|
$
|
309
|
$
|
7,418
|
●
|
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)
|
||||||||
Hedge derivatives
|
March 31,
2017
|
December 31,
2016
|
||||||
Net Fair Value of Derivatives
(1)
|
$
|
(5,885
|
)
|
$
|
(4,293
|
)
|
||
Quoted Prices in Active Markets (Level 1)
|
-
|
-
|
||||||
Significant Other Observable Inputs (Level 2)
|
$
|
(5,885
|
)
|
$
|
(4,293
|
)
|
||
Significant Unobservable Inputs (Level 3)
|
-
|
-
|
(1)
|
Includes derivative assets of $56 at March 31, 2017 and $26 at December 31, 2016.
|
(in thousands)
|
March 31, 2017
|
December
31, 2016
|
||||||||||||||
Current
|
Long-Term
|
Current
|
Long-Term
|
|||||||||||||
Borrowings under Credit Facility
|
$
|
-
|
$
|
14,000
|
$
|
-
|
$
|
12,185
|
||||||||
Revenue equipment installment; weighted average interest rate of 3.2% and 3.3% at March 31, 2017 and December 31, 2016, respectively, due in monthly installments with final maturities at various dates ranging from April 2017 to November 2022, secured by related revenue equipment
|
21,707
|
117,535
|
23,986
|
127,840
|
||||||||||||
Real estate notes; weighted average interest rate of 2.6% and 2.4% at March 31, 2017 and December 31, 2016, due in monthly installments with fixed maturities at December 2018 and August 2035, secured by related real estate
|
1,234
|
28,595
|
1,224
|
28,907
|
||||||||||||
Deferred loan costs
|
(263
|
)
|
(189
|
)
|
(263
|
)
|
(256
|
)
|
||||||||
Total debt
|
22,678
|
159,941
|
24,947
|
168,676
|
||||||||||||
Principal portion of capital lease obligations, secured by related revenue equipment
|
2,508
|
20,056
|
2,441
|
19,761
|
||||||||||||
Total debt and capital lease obligations
|
$
|
25,186
|
$
|
179,997
|
$
|
27,388
|
$
|
188,437
|
(in thousands)
|
As of March 31,
2017
|
As of December 31,
2016
|
||||||
Current Assets
|
$
|
16,371
|
$
|
14,320
|
||||
Non-current Assets
|
145,759
|
146,081
|
||||||
Current Liabilities
|
8,873
|
34,766
|
||||||
Non-current Liabilities
|
122,189
|
96,140
|
||||||
Total Equity
|
$
|
31,068
|
$
|
29,495
|
||||
For the three
months ended
March 31, 2017
|
For the three
months ended
March 31, 2016
|
|||||||
Revenue
|
$
|
22,533
|
$
|
19,635
|
||||
Operating Expenses
|
19,827
|
16,610
|
||||||
Operating Income
|
2,706
|
3,025
|
||||||
Net Income
|
$
|
1,637
|
$
|
1,807
|
Details about OCL Components
|
Amount Reclassified
from OCL for the
three months ended
March 31, 2017
|
Affected Line Item in the Statement of Operations
|
|||
Losses on cash flow hedges
|
|||||
Commodity derivative contracts
|
$
|
1,193
|
Fuel expense
|
||
(459
|
)
|
Income tax benefit
|
|||
$
|
734
|
Net of tax
|
|||
Interest rate swap contracts
|
$
|
131
|
Interest expense
|
||
(51
|
)
|
Income tax benefit
|
|||
$
|
80
|
Net of tax
|
●
|
Total revenue of $158.7 million, an increase of 1.5% compared with the first quarter of 2016, and freight revenue of $140.1 million (which excludes revenue from fuel surcharges), a decrease of 3.1% compared with the first quarter of 2016;
|
●
|
Operating income of $0.3 million, compared with operating income of $7.4 million in the first quarter of 2016;
|
●
|
Net loss of less than $0.1 million, or $0.00 per basic and diluted share, compared with net income of $4.4 million, or $0.24 per basic and diluted share, in the first quarter of 2016;
|
●
|
With available borrowing capacity of $48.9 million under our Credit Facility, we do not expect to be required to test our fixed charge covenant in the foreseeable future;
|
●
|
Our Covenant Transport Solutions, Inc. ("Solutions") subsidiary's total revenue decreased to $13.1 million in the 2017 quarter from $13.6 million in the 2016 quarter and operating income decreased to $1.4 million in the 2017 quarter from $1.8 million in the 2016 quarter;
|
●
|
Our equity investment in TEL provided $1.0 million of pre-tax earnings compared to $0.9 million in the first quarter of 2016;
|
●
|
Since December 31, 2016, aggregate lease-adjusted indebtedness (which includes the present value of off-balance sheet lease obligations), net of cash, decreased by $11.6 million to $215.2 million; and
|
●
|
Stockholders' equity and tangible book value at March 31, 2017, were $235.3 million, or $12.91 per basic share.
|
Operating Ratio ("OR") For Three Months Ended March 31, 2016 and 2017, respectively
|
||||||||||||||||
Three months ended
March 31,
|
||||||||||||||||
GAAP Operating Ratio:
|
2017
|
OR %
|
2016
|
OR %
|
||||||||||||
Total revenue
|
$
|
158,744
|
$
|
156,341
|
||||||||||||
Total operating expenses
|
158,435
|
99.8
|
%
|
148,923
|
95.3
|
%
|
||||||||||
Operating income
|
$
|
309
|
$
|
7,418
|
||||||||||||
Adjusted Operating Ratio:
|
2017
|
Adj.
OR %
|
2016
|
Adj.
OR %
|
||||||||||||
Total revenue
|
$
|
158,744
|
$
|
156,341
|
||||||||||||
Less: Fuel surcharge revenue:
|
18,618
|
11,662
|
||||||||||||||
Revenue (excluding fuel surcharge revenue)
|
140,126
|
144,679
|
||||||||||||||
Total operating expenses
|
158,435
|
148,923
|
||||||||||||||
Less: Fuel surcharge revenue
|
18,618
|
11,662
|
||||||||||||||
Total operating expenses (net of fuel surcharge revenue)
|
139,817
|
99.8
|
%
|
137,261
|
94.9
|
%
|
||||||||||
Operating income
|
$
|
309
|
$
|
7,418
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Revenue:
|
||||||||
Freight revenue
|
$
|
140,126
|
$
|
144,679
|
||||
Fuel surcharge revenue
|
18,618
|
11,662
|
||||||
Total revenue
|
$
|
158,744
|
$
|
156,341
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Salaries, wages, and related expenses
|
$
|
59,324
|
$
|
57,755
|
||||
% of total revenue
|
37.4
|
%
|
36.9
|
%
|
||||
% of freight revenue
|
42.3
|
%
|
39.9
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Fuel expense
|
$
|
25,402
|
$
|
23,833
|
||||
% of total revenue
|
16.0
|
%
|
15.2
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Total fuel surcharge
|
$
|
18,618
|
$
|
11,662
|
||||
Less: Fuel surcharge revenue reimbursed to independent contractors and other third parties
|
1,761
|
1,285
|
||||||
Company fuel surcharge revenue
|
$
|
16,857
|
$
|
10,377
|
||||
Total fuel expense
|
$
|
25,402
|
$
|
23,833
|
||||
Less: Company fuel surcharge revenue
|
16,857
|
10,377
|
||||||
Net fuel expense
|
$
|
8,545
|
$
|
13,456
|
||||
% of freight revenue
|
6.1
|
%
|
9.3
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Operations and maintenance
|
$
|
12,413
|
$
|
11,162
|
||||
% of total revenue
|
7.8
|
%
|
7.1
|
%
|
||||
% of freight revenue
|
8.9
|
%
|
7.7
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Revenue equipment rentals and purchased transportation
|
$
|
25,372
|
$
|
25,098
|
||||
% of total revenue
|
16.0
|
%
|
16.1
|
%
|
||||
% of freight revenue
|
18.1
|
%
|
17.3
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Operating taxes and licenses
|
$
|
2,735
|
$
|
2,708
|
||||
% of total revenue
|
1.7
|
%
|
1.7
|
%
|
||||
% of freight revenue
|
2.0
|
%
|
1.9
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Insurance and claims
|
$
|
8,718
|
$
|
6,897
|
||||
% of total revenue
|
5.5
|
%
|
4.4
|
%
|
||||
% of freight revenue
|
6.2
|
%
|
4.8
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Communications and utilities
|
$
|
1,628
|
$
|
1,477
|
||||
% of total revenue
|
1.0
|
%
|
0.9
|
%
|
||||
% of freight revenue
|
1.2
|
%
|
1.0
|
%
|
Three months ended
March 31,
|
|||||||
2017
|
2016
|
||||||
General supplies and expenses
|
$
|
3,727
|
$
|
3,108
|
|||
% of total revenue
|
2.3
|
%
|
2.0
|
%
|
|||
% of freight revenue
|
2.7
|
%
|
2.1
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Depreciation and amortization
|
$
|
19,116
|
$
|
16,885
|
||||
% of total revenue
|
12.0
|
%
|
10.8
|
%
|
||||
% of freight revenue
|
13.6
|
%
|
11.7
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Interest expense, net
|
$
|
2,081
|
$
|
2,295
|
||||
% of total revenue
|
1.3
|
%
|
1.5
|
%
|
||||
% of freight revenue
|
1.5
|
%
|
1.6
|
%
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Equity in income of affiliate
|
$
|
1,025
|
$
|
850
|
Three months ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
Income tax (benefit) expense
|
$
|
(708
|
)
|
$
|
1,621
|
|||
% of total revenue
|
0.4
|
%
|
1.0
|
%
|
||||
% of freight revenue
|
0.5
|
%
|
1.1
|
%
|
(in thousands)
|
Three months ended
March 31,
|
|||||||
2017
|
2016
|
|||||||
Total Revenues:
|
||||||||
Truckload
|
$
|
145,625
|
$
|
142,754
|
||||
Other
|
13,119
|
13,587
|
||||||
Total
|
$
|
158,744
|
$
|
156,341
|
||||
Operating Income:
|
||||||||
Truckload
|
$
|
3,902
|
$
|
8,369
|
||||
Other
|
1,447
|
1,825
|
||||||
Unallocated Corporate Overhead
|
(5,040
|
)
|
(2,776
|
)
|
||||
Total
|
$
|
309
|
$
|
7,418
|
Period
|
(a)
Total Number of Shares Purchased (1)
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number of Class A Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
||||||||||||
January 1-31, 2017
|
944
|
$
|
19.26
|
-
|
-
|
|||||||||||
February 1-28, 2017
|
392
|
$
|
22.06
|
-
|
-
|
|||||||||||
March 1-31, 2017
|
9,467
|
$
|
18.63
|
-
|
-
|
|||||||||||
Total
|
10,803
|
$
|
18.81
|
-
|
-
|
(1)
|
Includes 944, 392, and 9,467 shares of Class A common stock withheld at average prices of $19.26, $22.06, and $18.63 per share, respectively, (under the terms of grants under the Incentive Plan) to offset tax withholding obligations that occurred upon vesting and release of restricted shares. These were forfeitures that were permitted under the applicable award agreements and were not part of any stock repurchase plan.
|
EXHIBITS
|
||
Exhibit
Number
|
Reference
|
Description
|
3.1
|
(1)
|
Amended and Restated Articles of Incorporation
|
3.2
|
(2)
|
Second Amended and Restated Bylaws
|
4.1
|
(1)
|
Amended and Restated Articles of Incorporation
|
4.2
|
(2)
|
Second Amended and Restated Bylaws
|
*#
|
Description of 2017 Cash Bonus Plan
|
|
#
|
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 Principal Executive Officer
|
|
#
|
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 Principal Financial Officer
|
|
#
|
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
|
|
#
|
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
|
|
99.1 |
#
|
Covenant Transportation Group, Inc. press release dated May 10, 2017 announcing court decision |
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
References:
|
||
(1)
|
Incorporated by reference to Exhibit 99.2 to the Company's Report on Form 8-K, filed May 29, 2007.
|
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q, filed May 13, 2011.
|
|
#
|
Filed herewith.
|
|
*
|
Management contract or compensatory plan or arrangement.
|
COVENANT TRANSPORTATION GROUP, INC.
|
||
Date: May 10, 2017
|
By:
|
/s/ Richard B. Cribbs
|
Richard B. Cribbs
|
||
Executive Vice President and Chief Financial Officer
in his capacity as such and as a duly authorized officer
on behalf of the issuer
|
1. |
I have reviewed this quarterly report on 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;
|
3. |
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;
|
4. |
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:
|
5. |
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):
|
Date: May 10, 2017
|
/s/ David R. Parker
|
David R. Parker
|
|
Principal Executive Officer
|
1. |
I have reviewed this quarterly report on 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;
|
3. |
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;
|
4. |
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:
|
5. |
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):
|
Date: May 10, 2017
|
/s/ Richard B. Cribbs
|
Richard B. Cribbs
Principal Financial Officer
|
Date: May 10, 2017
|
/s/ David R. Parker
|
David R. Parker
|
|
Chief Executive Officer
|
Date: May 10, 2017
|
/s/
Richard B. Cribbs
|
Richard B. Cribbs
|
|
Chief Financial Officer
|