COVENANT TRANSPORTATION GROUP INC (Form: 10-Q, Received: 05/10/2019 16:34:53)

Exhibit 3.1

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

COVENANT TRANSPORTATION GROUP, INC.

(formerly Covenant Transport, Inc.)

(Pursuant to Nevada General Corporation Law §78.403)

ARTICLE I. NAME

The name of the corporation is Covenant Transportation Group, Inc.

ARTICLE II. RESIDENT AGENT

The name and street address of the corporation's initial resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Washoe County, Nevada 89501.

ARTICLE III. PURPOSE

The purpose of the corporation is to engage in, promote, conduct and carry on any lawful acts or activities for which corporations may be organized under the Nevada General Corporation Law.

ARTICLE IV. AUTHORIZED SHARES

The total number of shares of capital stock of all classes which the corporation shall have authority to issue is fifty million (50,000,000) shares, all having a par value of One Cent ($0.01) per share, consisting of the following: forty million (40,000,000) Class A Common Shares; five million (5,000,000) Class B Common Shares; and five million (5,000,000) Preferred Shares.

The voting powers, designations, preferences, limitations, restrictions, and special or relative rights with respect to each class of stock are or shall be fixed as follows:

A. Common Shares . Except as otherwise stated herein, the holders of Class A Common Shares and Class B Common Shares shall have all of the rights afforded holders of common stock under the Nevada corporation law, including the right to vote on all matters submitted to a vote of the common stockholders, and, subject to the rights, if any, of holders of the Preferred Shares, the right to receive the net assets of the Corporation upon dissolution. The Class A Common Shares and Class B Common Shares shall vote together as a single class and shall receive any dividends and distributions payable to holders of common stock on a pro rata basis; provided, that: (i) holders of Class A Common Shares shall be entitled to one (1) vote per share on all matters submitted to a vote of

the common stockholders; (ii) holders of Class B Common Shares shall be entitled to two (2) votes per share on all matters submitted to a vote of the common stockholders so long as the holders are David R. Parker, Jacqueline Parker, Rachel Parker, Jonathan Parker (the "Founders"), any trust for the benefit of one or more of Founders or any other entity which is 100% owned by the Founders, and (iii) holders of Class B Common Shares may receive dividends payable in the Corporation's common stock in Class A Common Shares or Class B Common Shares, as designated by the board of directors when declaring any such dividend. Holders of Class B Common Shares may convert such shares into Class A Common Shares, at any time and from time to time, on the basis of one Class A Common Share for each Class B Common Share. If any Class B Common Shares cease to be owned by the Founders, or any trust for the benefit of one or more of the Founders or by any other entity which is 100% owned by one or more of the Founders, such shares that are no longer so owned shall be converted automatically into Class A Common Shares and shall be entitled to one (1) vote per share. In any merger, consolidation, reorganization, or other business combination, the consideration to be received per share by holders of the Class A Common Shares and Class B Common Shares shall be identical; provided that if, after such business combination, the Founders, any trust or trusts for the benefit of one or more of Founders or any other entity which is 100% owned by the Founders, jointly own more than one-third (1/3) of the surviving entity, any securities received may differ to the extent that the voting rights differ between Class A Common Shares and Class B Common Shares. Holders of Class A Common Shares and Class B Common Shares shall not be entitled to cumulative voting in the election of directors.

B. Preferred Shares . The Board of Directors is expressly authorized to issue the Preferred Shares from time to time, in one or more series, provided that the aggregate number of shares issued and outstanding at any time of all such series shall not exceed five million (5,000,000). The Board of Directors is further authorized to fix or alter, in respect to each such series, the following terms and provisions of any authorized and unissued shares of such stock:

(i)

the distinctive serial designation;

(ii)

the number of shares of the series, which number may at any time or from time to time be increased or decreased (but not below the number of shares of such series then outstanding) by the Board of Directors;

(iii)

the voting powers, if any, and, if voting powers are granted, the extent of such voting powers including whether cumulative voting is allowed and the right, if any, to elect a director or directors;

(iv)

the election, term of office, filling of vacancies, and other terms of the directorship of directors, if any, to be elected by the holders of any one or more classes or series of such stock;

(v)

the dividend rights, if any, including, without limitation, the dividend rates, dividend preferences with respect to other series or classes of stock, the dates on which any dividends shall be payable, and whether dividends shall be cumulative;

(vi)

the date from which dividends on shares issued prior to the date for payment of the first dividend thereon shall be cumulative, if any;

(vii)

the redemption price, terms of redemption, and the amount of and provisions regarding any sinking fund for the purchase or redemption thereof;

(viii)

the liquidation preferences and the amounts payable on dissolution or liquidation;

(ix)

the terms and conditions under which shares of the series may or shall be converted into any other series or class of stock or debt of the corporation; and

(x)

any other terms or provisions which the Board of Directors by law may be authorized to fix or alter.

C. Provisions Applicable to Common and Preferred Shares . No holder of shares of the corporation of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for, purchase or receive any shares of stock of the corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by the corporation.

ARTICLE V. DIRECTORS

The governing board of this corporation shall be known as directors. Initially, the number of directors of the corporation shall be two, however the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

ARTICLE VI. LIMITATION OF LIABILITY

To the fullest extent permitted by the laws of the State of Nevada, as the same exist or may hereafter be amended, any director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary or other damages for breach of fiduciary duties as a director or officer. No repeal, amendment, or modification of this Article VI, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director or officer of the Corporation occurring prior to such repeal, amendment, or modification.

ARTICLE VII. INDEMNIFICATION

To the fullest extent allowable by law, the corporation shall indemnify those persons determined to be entitled to indemnification, as hereinafter provided, in the manner and under the circumstances described in this Article VII.

A. General Indemnification .

(1) Subject to the case by case determination required to be made under paragraph A(3) hereof, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

(2) Subject to the case by case determination required to be made under paragraph A(3) hereof, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification shall be made under this paragraph A(2) in respect to any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

(3) Any indemnification under paragraphs A(1) and A(2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs A(1) and A(2). Such determination shall be made: (i) by the stockholders; (ii) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such act, suit or proceeding; (iii) if such a quorum of disinterested directors so orders, by independent legal counsel in a written opinion; or (iv) if such a quorum of disinterested directors cannot be obtained, by independent legal counsel in a written opinion.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

B. Mandatory Indemnification . To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs A(1) and A(2), or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with such defense.

C. Advancement of Expenses . Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VII.

D. Other Rights . The indemnification provided by this Article VII does not exclude any other rights to which a person seeking indemnification may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification provided by this Article VII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. No amendment to repeal of this Article VII shall apply to or have any effect on, the rights of any director, officer, employee or agent under this Article VII which rights come into existence by virtue of acts or omissions of such director, officer, employee or agent occurring prior to such amendment or repeal.

E. Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

F. Definition of Corporation . For the purposes of this Article VII, references to "the Corporation" include, in addition to the resulting corporation, all constituent corporations (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officer, employees and agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

G. Other Definitions . For purposes of this Article VII, references to "other enterprise" shall included employee benefit plans; references to "fine" shall include any excise tax assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article VII.

ARTICLE VIII. DURATION

The corporation shall have perpetual existence.

Back to Form 10-Q

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)

Large accelerated filer [ ]		Accelerated filer [X]
Non-accelerated filer [ ]		Smaller reporting company [ ]
		Emerging growth company [ ]

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$0.01 Par Value Class A common stock	CVTI	The NASDAQ Global Select Market

PART I FINANCIAL INFORMATION
		Page Number
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 (unaudited)	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018 (unaudited)	5

	Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2019 and 2018 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Controls and Procedures	28


PART II OTHER INFORMATION
		Page Number

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

	March 31, 2019			December 31, 2018
	(unaudited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	31,001		$	23,127
Accounts receivable, net of allowance of $1,923 in 2019 and $1,985 in 2018		155,956			151,093
Drivers' advances and other receivables, net of allowance of $634 in 2019 and $626 in 2018		16,861			16,675
Inventory and supplies		4,125			4,067
Prepaid expenses		9,014			11,579
Assets held for sale		7,003			2,559
Income taxes receivable		1,109			1,109
Other short-term assets		976			1,435
Total current assets		226,045			211,644

Property and equipment, at cost		699,724			638,770
Less: accumulated depreciation and amortization		(199,717	)		(188,175	)
Net property and equipment		500,007			450,595

Goodwill		40,730			41,598
Other intangibles, net		31,807			32,538
Other assets, net		37,485			37,149

Total assets	$	836,074		$	773,524
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks outstanding in excess of bank balances	$	1,633		$	1,857
Accounts payable		26,824			22,101
Accrued expenses		33,729			49,503
Current maturities of long-term debt		31,792			28,710
Current portion of finance lease obligations		6,898			5,374
Current portion of operating lease obligations		14,622			-
Current portion of insurance and claims accrual		17,745			19,787
Total current liabilities		133,243			127,332

Long-term debt		198,052			166,635
Long-term portion of finance lease obligations		32,223			35,119
Long-term portion of operating lease obligations		25,541			-
Insurance and claims accrual		18,869			22,193
Deferred income taxes		78,407			77,467
Other long-term liabilities		2,002			1,636
Total liabilities		488,337			430,382
Commitments and contingent liabilities		-			-
Stockholders' equity:
Class A common stock, $.01 par value; 20,000,000 shares authorized; 16,075,810 shares issued and outstanding as of March 31, 2019; and 16,015,708 shares issued and outstanding as of December 31, 2018		172			171
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		142,770			142,177
Accumulated other comprehensive (loss) income		(228	)		204
Retained earnings		204,999			200,566
Total stockholders' equity		347,737			343,142
Total liabilities and stockholders' equity	$	836,074		$	773,524

	Three months ended March 31, (unaudited)
	2019			2018
Revenues
Freight revenue	$	195,761		$	150,463
Fuel surcharge revenue		23,420			23,103
Total revenue	$	219,181		$	173,566

Operating expenses:
Salaries, wages, and related expenses		79,503			60,619
Fuel expense		27,832			27,181
Operations and maintenance		15,174			11,730
Revenue equipment rentals and purchased transportation		48,670			30,691
Operating taxes and licenses		3,183			2,660
Insurance and claims		11,235			8,685
Communications and utilities		1,718			1,741
General supplies and expenses		6,731			4,139
Depreciation and amortization, including gains and losses on disposition of property and equipment		19,709			19,695
Total operating expenses		213,755			167,141
Operating income		5,426			6,425
Interest expense, net		2,446			1,960
Income from equity method investment		(3,035	)		(1,490	)
Income before income taxes		6,015			5,955
Income tax expense		1,582			1,538
Net income	$	4,433		$	4,417

Income per share:
Basic and diluted income per share	$	0.24		$	0.24

Basic weighted average shares outstanding		18,381			18,331

Diluted weighted average shares outstanding		18,533			18,406

								Accumulated
					Additional			Other					Total
	Common Stock				Paid-In			Comprehensive			Retained		Stockholders'
	Class A		Class B		Capital			(Loss) Income			Earnings		Equity

Balances at December 31, 2017	$	171	$	24	$	137,242		$	293		$	157,471	$	295,201
Net income		-		-		-			-			4,417		4,417
Effect of adoption of ASU 2014-09		-		-		-			-			591		591
Other comprehensive income		-		-		-			671			-		671
Stock-based employee compensation expense		-		-		826			-			-		826
Issuance of restricted shares, net		-		-		(18	)		-			-		(18	)
Balances at March 31, 2018	$	171	$	24	$	138,050		$	964		$	162,479	$	301,688

Balances at December 31, 2018	$	171	$	24	$	142,177		$	204		$	200,566	$	343,142
Net income		-		-		-			-			4,433		4,433
Other comprehensive income		-		-		-			(432	)		-		(432	)
Stock-based employee compensation expense		-		-		1,262			-			-		1,262
Issuance of restricted shares, net		1		-		(669	)		-			-		(668	)
Balances at March 31, 2019	$	172	$	24	$	142,770		$	(228	)	$	204,999	$	347,737

(in thousands except per share data)	Three Months Ended
	March 31,
	2019		2018
Numerator:
Net income	$	4,433	$	4,417
Denominator:
Denominator for basic income per share – weighted-average shares		18,381		18,331
Effect of dilutive securities:
Equivalent shares issuable upon conversion of unvested restricted shares		152		75
Denominator for diluted income per share adjusted weighted-average shares and assumed conversions		18,533		18,406

Net income per share:
Basic and diluted income per share	$	0.24	$	0.24

(in thousands)	Three Months Ended
	March 31,
	2019		2018
Total Revenues:

Truckload Segment:
Expedited	$	62,722	$	80,762
Dedicated		79,771		40,379
Refrigerated		25,605		33,407
OTR		4,562		-
Truckload Revenues		172,660		154,548

Managed Freight Segment:
Brokerage		24,307		18,093
Warehouse		8,260		-
TMS		8,370		-
Shuttle & Switching		3,736		-
Factoring		1,848		925
Managed Freight Revenues		46,521		19,018

Total	$	219,181	$	173,566

(dollars in thousands)	Three months ended
	March 31, 2019
Lease Cost
Finance lease cost:
Amortization of right-of-use assets			1,411
Interest on lease liabilities			227
Operating lease cost			6,182
Variable lease cost			-

Total lease cost		$	7,820

Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases			1,146
Operating cash flows from operating leases			6,182
Financing cash flows from finance leases			227
Right-of-use assets obtained in exchange for new finance lease liabilities			-
Right-of-use assets obtained in exchange for new operating lease liabilities			4,146
Weighted-average remaining lease term—finance leases	3.5 years
Weighted-average remaining lease term—operating leases	3.7 years
Weighted-average discount rate—finance leases			3.0	%
Weighted-average discount rate—operating leases			4.0	%

(in thousands)	Operating			Finance
2019 (1)	$	12,521		$	7,987
2020		12,551			7,966
2021		8,765			8,226
2022		6,567			10,003
2023		631			6,842
Thereafter		2,397			1,330
Total minimum lease payments	$	43,432		$	42,354
Less: amount representing interest		(3,269	)		(3,233	)
Present value of minimum lease payments	$	40,163		$	39,121
Less: current portion		14,622			(6,898	)
Lease obligations, long-term	$	25,541		$	32,223

(in thousands)	As of March 31,		As of December 31,
	2019		2018
Current Assets	$	30,635	$	25,877
Non-current Assets		276,925		273,987
Current Liabilities		15,875		78,530
Non-current Liabilities		241,651		176,389
Total Equity	$	50,034	$	44,945

	For the three months ended		For the three months ended
	March 31, 2019		March 31, 2018
Revenue	$	27,483	$	25,141
Operating Expenses		20,000		20,624
Operating Income		7,483		4,517
Net Income	$	5,088	$	3,017

Details about OCI Components	Amount Reclassified from OCI for the three months ended March 31, 2019			Affected Line Item in the Statement of Operations
Gains (losses) on cash flow hedges
Interest rate swap contracts	$	15		Interest expense
		(4	)	Income tax expense
	$	11		Net of tax

(in thousands)

Balance at December 31, 2018	$	41,598
Post-acquisition goodwill adjustments		(868	)
Balance at March 31, 2019	$	40,730

(in thousands)	March 31, 2019
	Gross intangible assets			Accumulated amortization				Net intangible assets			Life (months)
Trade name		$	4,400		$	(220	)		$	4,180		180
Non-Compete agreement			1,400		$	(210	)			1,190		60
Customer relationships			28,200		$	(1,763	)			26,437		144
Total		$	34,000		$	(2,193	)		$	31,807

(in thousands)	December 31, 2018
	Gross intangible assets			Accumulated amortization				Net intangible assets			Life (months)
Trade name		$	4,400		$	(147	)		$	4,253		180
Non-Compete agreement			1,400		$	(140	)			1,260		60
Customer relationships			28,200		$	(1,175	)			27,025		144
Total		$	34,000		$	(1,462	)		$	32,538

	(In thousands)
2019	$	2,192
2020		2,923
2021		2,923
2022		2,923
2023		2,783
Thereafter		18,063

	●	Total revenue of $219.2 million, an increase of 26.3% compared with the first quarter of 2018, and freight revenue of $195.8 million (which excludes revenue from fuel surcharges), an increase of 30.1% compared with the first quarter of 2018;

	●	Operating income of $5.4 million, compared with operating income of $6.4 million in the first quarter of 2018;

	●	Net income of $4.4 million, or $0.24 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 2018;

	●	With available borrowing capacity of $32.0 million under our Credit Facility as of March 31, 2019, we do not expect to be required to test our fixed charge covenant in the foreseeable future;

	●	Our Managed Freight segment’s total revenue increased to $46.6 million in the 2019 quarter from $19.0 million in the 2018 quarter and operating income increased to $4.2 million in the 2019 quarter from $1.1 million in the 2018 quarter;

	●	Our equity investment in TEL provided $3.0 million of pre-tax earnings compared to $1.5 million in the first quarter of 2018;

	●	Since December 31, 2018, total net indebtedness increased by $23.2 million to $279.0 million; and

	●	Stockholders' equity and tangible book value at March 31, 2019, were $347.7 million, or $14.94 per basic share.

	Three months ended March 31,
GAAP Operating Ratio:	2019			OR %			2018			OR %
Total revenue	$	219,181					$	173,566
Total operating expenses		213,755			97.5	%		167,141			96.3	%
Operating income	$	5,426					$	6,425

Adjusted Operating Ratio:		2019		Adj. OR %				2018		Adj. OR %
Total revenue	$	219,181					$	173,566
Fuel surcharge revenue		(23,420	)					(23,103	)
Freight revenue (total revenue, excluding fuel surcharge)		195,761						150,463

Total operating expenses		213,755						167,141
Adjusted for:
Fuel surcharge revenue		(23,420	)					(23,103	)
Amortization of intangibles ⁽¹⁾		(731	)					-
Adjusted operating expenses		189,604			96.9	%		144,038			95.7	%
Adjusted operating income	$	6,157					$	6,425

	Three months ended March 31,
	2019		2018
Revenue:
Freight revenue	$	195,761	$	150,463
Fuel surcharge revenue		23,420		23,103
Total revenue	$	219,181	$	173,566

Exhibit Number	Reference	Description
3.1	#	Second Amended and Restated Articles of Incorporation
3.2	(1)	Third Amended and Restated Bylaws
4.1	#	Second Amended and Restated Articles of Incorporation
4.2	(1)	Third Amended and Restated Bylaws
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 Principal 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 Principal 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
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 3.2 to the Company's Report on Form 8-K, filed March 14, 2019.
#	Filed herewith.
##	Furnished herewith.

	COVENANT TRANSPORTATION GROUP, INC.


Date: May 10, 2019	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

Date: May 10, 2019	/s/ David R. Parker
	David R. Parker
	Principal Executive Officer

Date: May 10, 2019	/s/ Richard B. Cribbs
	Richard B. Cribbs Principal Financial Officer