10-Q/A
Covenant Logistics Group, Inc. (CVLG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended March 31, 2020
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number: 0-24960
COVENANT TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)
| 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) |
423-821-1212
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes [X] | No [ ] |
|---|
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Yes [X] | No [ ] |
|---|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [X] |
|---|---|
| Non-accelerated filer [ ] | Smaller reporting company [X] |
| Emerging growth company [ ] |
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes [ ] | No [X] |
|---|
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (May 22, 2020).
Class A Common Stock, $.01 par value: 14,737,624 shares
Class B Common Stock, $.01 par value: 2,350,000 shares
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Covenant Transportation Group, Inc. (the “Company”) for the quarterly period ended March 31, 2020 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2020 (the “Form 10-Q”) is to add this Explanatory Note, which was inadvertently omitted from the Form 10-Q. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 11, 2020, the filing of the Form 10-Q was delayed because our business has experienced significant disruptions due to the unprecedented conditions surrounding the recent outbreak of coronavirus (“COVID-19”). Certain of our operations and personnel at our headquarters in Chattanooga, Tennessee, and other locations, have been working remotely, due to suggested or mandated social distancing and work from home orders. Our management has devoted significant time and attention to assessing the potential impact of COVID-19 and related events on our operations and financial position and developing operational and financial plans to address those matters, which diverted management resources from completing tasks necessary to finalize the Form 10-Q by its May 11, 2020 due date. The Company relied on the relief that has been granted by the SEC pursuant to the order issued by the SEC on March 25, 2020, under Section 36 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”; such order, “Release No. 34-88465”), to delay the filing of the Form 10-Q.
Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications of the Company’s principal executive officers and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of the Company’s principal executive officers and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1.
This Amendment No. 1 does not modify or update in any way the disclosures contained in or exhibits filed or furnished with the Form 10-Q other than as set forth herein.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit<br><br> <br>Number | Reference | Description |
|---|---|---|
| 3.1 | (1) | Second Amended and Restated Articles of Incorporation |
| 3.2 | (2) | Third Amended and Restated Bylaws |
| 4.1 | (1) | Second Amended and Restated Articles of Incorporation |
| 4.2 | (2) | Third Amended and Restated Bylaws |
| 31.1 | (3) | 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 | (4) | 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 M. Paul Bunn, the Company's Principal Financial Officer |
| 31.3 | # | 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 |
| 31.4 | # | 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 M. Paul Bunn, the Company's Principal Financial Officer |
| 32.1 | (5) | 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 | (6) | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by M. Paul Bunn, 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 3.1 to the Company's Report on Form 10-Q, filed May 10, 2019. | |
| (2) | Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K, filed March 14, 2019. | |
| (3) | Incorporated by reference to Exhibit 31.1 to the Company's Report on Form 10-Q, filed May 27, 2020. | |
| (4) | Incorporated by reference to Exhibit 31.2 to the Company's Report on Form 10-Q, filed May 27, 2020. | |
| (5) | Incorporated by reference to Exhibit 32.1 to the Company's Report on Form 10-Q, filed May 27, 2020. | |
| (6) | Incorporated by reference to Exhibit 32.2 to the Company's Report on Form 10-Q, filed May 27, 2020. | |
| # | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COVENANT TRANSPORTATION GROUP, INC. | ||
|---|---|---|
| Date: June 1, 2020 | By: | /s/ M. Paul Bunn |
| M. Paul Bunn | ||
| Executive Vice President, Chief Financial Officer, and Secretary in his capacity as such and as a duly authorized officer on behalf of the issuer |
Exhibit 31.3
I, David R. Parker, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Covenant Transportation Group, Inc.; and |
|---|---|
| 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<br> such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
| Date: June 1, 2020 | /s/ David R. Parker |
| --- | --- |
| David R. Parker | |
| Principal Executive Officer |
Exhibit 31.4
I, M. Paul Bunn, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Covenant Transportation Group, Inc.; and |
|---|---|
| 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<br> such statements were made, not misleading with respect to the period covered by this report. |
| --- | --- |
| Date: June 1, 2020 | /s/ M. Paul Bunn |
| --- | --- |
| M. Paul Bunn<br><br> <br>Principal Financial Officer |
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