Nevada
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000-24960
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88-0320154
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 Birmingham Hwy., Chattanooga, TN
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37419
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(Address of principal executive offices)
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(Zip Code)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s) | Name of each exchange on which registered |
$0.01 Par Value Class A common stock | CVTI | The NASDAQ Global Select Market |
Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 2.02
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Results of Operations and Financial Condition.
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On October 17, 2019, Covenant Transportation Group, Inc., a Nevada corporation (the "Company"), issued a press release announcing its expectations concerning financial
results for the third quarter ended September 30, 2019. A copy of the press release is attached to this report as Exhibit 99.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Covenant Transportation Group, Inc. press release announcing its expectations concerning financial results for the third quarter ended September 30, 2019.
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The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
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The information in Items 2.02 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based
on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the
italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks,
uncertainties, and other factors that may affect future results.
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COVENANT TRANSPORTATION GROUP, INC.
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Date: October 17, 2019
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By:
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/s/ Richard B. Cribbs
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Richard B. Cribbs
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Executive Vice President and Chief Financial Officer
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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99 |
Covenant Transportation Group, Inc. press release announcing its expectations concerning financial results for the third quarter ended September 30, 2019. |
Unfavorable Q2-19 to Q3-19 Cost Items
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Q2
Op. Inc.
Impact
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Q2
EPS
Impact
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Q3
Op. Inc.
Impact
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Q3
EPS
Impact
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Q2 non-driver wages (A)
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$4.1 million
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.16
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Q3 workers’ comp insurance (B)
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($1.8 million)
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(.07)
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Q3 group health insurance (C)
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($1.4 million)
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(.06)
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Q3 casualty insurance (D)
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($3.6 million)
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(.14)
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(A)
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Non-driver wages increased $4.1 million on a pre-tax basis, or $0.16 per diluted share,
primarily because the second quarter contained a benefit from reversing certain performance vesting equity and cash incentive accruals as it became apparent that certain performance objectives would not be achieved. The third quarter did
not contain this benefit.
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(B)
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Workers compensation expense increased $1.8 million on a pre-tax basis, or $0.07 per diluted
share, reflecting an increase in frequency, as well as reserve increases and an increased loss development factor on prior period claims.
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(C)
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Group health insurance costs increased $1.4 million on a pre-tax basis, or $0.06 per diluted
share, reflecting an above-average concentration of large claims and cost inflation incurred during the third quarter.
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(D)
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Casualty insurance and claims expense increased $3.6 million on a pre-tax basis, or $0.14 per
diluted share, reflecting an increase in frequency, as well as reserve increases and an increased loss development factor on prior period claims.
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Three Months Ended Sep. 30, 2019
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||||
EPS
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($
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0.17)
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-
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($
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0.18)
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Add back: Impact of non-cash intangible asset amortization
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0.04
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-
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0.04
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Add back: Impact of federal income tax adjustments
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0.05
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- |
0.05
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Adjusted EPS
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($
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0.08)
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-
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($
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0.09)
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