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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 7.01
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Regulation FD Disclosure.
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On June 5, 2018, Covenant Transportation Group, Inc., a Nevada corporation (the "Company"), issued a press release announcing its expectations concerning financial results for the second quarter ending June 30, 2018. 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 second quarter ending June 30, 2018.
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The information contained in Items 7.01 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 7.01 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 the 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: June 5, 2018
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By:
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/s/ Richard B. Cribbs |
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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Covenant Transportation Group, Inc. press release announcing its expectations concerning financial results for the second quarter ending June 30, 2018.
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·
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Truckload Operations - For the two months ended May 31, 2018 as compared to the two months ended May 31, 2017, the fleet size increased approximately 21 trucks (or 0.8%) and average freight revenue per tractor increased 14.8%, as average freight revenue per total mile increased 14.8%, while average miles per tractor were basically flat. Freight revenue is defined as total revenue excluding fuel surcharge revenue.
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On a year-over-year basis, salaries, wages and related expenses have increased significantly primarily due to employee pay adjustments since the second quarter of 2017, as well as increased incentive pay resulting from improved profitability. Partially offsetting the increased compensation expense, year-over-year net fuel expense has decreased, primarily as a result of current year period gains as opposed to prior year period losses on our fuel hedging activity.
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·
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Managed Freight – For the two months ended May 31, 2018, our total managed freight revenue increased approximately 61.1% as compared to the two months ended May 31, 2017. The more competitive freight environment for sourcing third-party capacity is impacting our managed freight expenses, leading to increases in purchased transportation expense (the payments we make to third party carriers to secure capacity for our freight brokerage operations), resulting in reduced year-over-year net revenue margin percentage of low-to-mid teens in the two months ended May 31, 2018.
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