cvtiform11k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 29, 2009
OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ______________
Commission file number 0-24960
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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COVENANT TRANSPORT, INC. 401(K) AND PROFIT SHARING PLAN
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Covenant Transportation Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
The Covenant Transport, Inc. 401(k) and Profit Sharing Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Accordingly, in lieu of the requirements of Items 1 – 3 of Form 11-K, the Plan is filing financial statements and a supplemental schedule prepared in accordance with the financial reporting requirements of ERISA. The following financial statements and supplemental schedule are filed as part of this annual report:
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Page
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Report of Independent Registered Public Accounting Firm
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Statements of Net Assets Available for Benefits as of December 29, 2009 and 2008
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Statements of Changes in Net Assets Available for Benefits for the years ended December 29, 2009 and 2008
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Notes to Financial Statements
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 29, 2009
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EXHIBITS
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Exhibit 23 Consent of Independent Registered Public Accounting Firm
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Exhibit 23
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Report of Independent Registered Public Accounting Firm
To Participants and the Administrator of the
Covenant Transport, Inc. 401(k) and Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits of the Covenant Transport, Inc. 401(k) and Profit Sharing Plan (the “Plan”) as of December 29, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 29, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 29, 2009 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Lattimore Black Morgan & Cain, PC
Chattanooga, Tennessee
June 16, 2010
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COVENANT TRANSPORT, INC. 401(K)
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AND PROFIT SHARING PLAN
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Statements of Net Assets Available for Benefits
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December 29, 2009 and 2008
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2009
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2008
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Assets:
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|
|
|
|
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Cash
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$ |
60,563 |
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$ |
4,987 |
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Investments
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15,875,718 |
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13,404,635 |
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Participant loans
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1,209,856 |
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1,148,246 |
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Total assets
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17,146,137 |
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14,557,868 |
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Liabilities:
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|
|
|
|
|
|
|
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Excess contributions payable
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0 |
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8,877 |
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Net assets available for benefits at fair value
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|
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17,146,137 |
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14,548,991 |
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|
|
|
|
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts
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(6,732 |
) |
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239,497 |
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Net assets available for benefits
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$ |
17,139,405 |
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$ |
14,788,488 |
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See accompanying notes to financial statements.
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COVENANT TRANSPORT, INC. 401(K)
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AND PROFIT SHARING PLAN
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Statements of Changes in Net Assets Available for Benefits
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Years ended December 29, 2009 and 2008
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2009
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2008
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Additions:
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Investment income:
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Interest and dividends
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$ |
241,033 |
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$ |
302,732 |
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Net appreciation/(depreciation) in fair value of investments:
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|
|
|
|
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Mutual funds
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2,109,218 |
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(4,398,380 |
) |
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Covenant Transportation Group, Inc. common stock
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819,346 |
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(1,004,496 |
) |
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Net investment income (loss)
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3,169,597 |
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(5,100,144 |
) |
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Contributions from employer
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17,241 |
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1,042,031 |
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Contributions from participants
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2,015,640 |
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2,850,541 |
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Total additions (reductions)
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5,202,478 |
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(1,207,572 |
) |
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Deductions:
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Participants’ benefits
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2,841,770 |
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3,328,553 |
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Administrative fees
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9,791 |
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8,722 |
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Total deductions
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2,851,561 |
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3,337,275 |
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Net increase (decrease) in net assets available for benefits
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2,350,917 |
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(4,544,847 |
) |
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Net assets available for benefits at beginning of year
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14,788,488 |
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19,333,335 |
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Net assets available for benefits at end of year
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$ |
17,139,405 |
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$ |
14,788,488 |
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See accompanying notes to financial statements.
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COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
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(1)
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Summary of Significant Accounting Policies
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The following is a summary of significant accounting policies followed by the Plan in preparing its financial statements.
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(a)
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Basis of Presentation
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The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in those net assets.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
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(b)
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Accounting Codification
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On June 29, 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("SFAS 168"). SFAS 168 is effective for periods ending after September 15, 2009 and makes the FASB Accounting Standards Codification ("ASC") the sole source of authoritative accounting technical literature for nongovernmental entities in the United States of America.
Investments in money market funds, mutual funds, and common stock are stated at fair value based on quoted market prices or as determined by Diversified Investment Advisors (the “Trustee”). Investments in the Stable Pooled Fund (a common collective trust) are based upon the current value and net investment gain or loss relating to the units as determined by the Trustee. The common collective trust primarily invests in the Wells Fargo Stable Return Fund. Participant loans are valued at the unpaid principal balance, which approximates fair value. Securities transactions are accounted for on a trade date basis.
Realized and unrealized investment gains and losses are included in net appreciation (depreciation) in fair value of investments in the statements of changes in net assets available for benefits. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
The Plan’s investments include funds which invest in various types of investment securities and in various companies in various markets. Investment securities are exposed to several risks, such as interest rate, market, and credit risks. Due to the level of risk associated with the funds, it is reasonably possible that changes in the values of the funds will occur in the near term and such changes could materially affect the amounts reported in the financial statements and supplemental schedule.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
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(d)
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Fair Value of Financial Instruments
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Investments in securities are stated at fair value. In addition, management of the Plan believes that the carrying amount of participant loans and payables is a reasonable approximation of the fair value due to the short-term nature of these investments.
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(e)
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Fully Benefit-Responsive Investment Contracts
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Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a common collective trust. The statement of net assets available for benefits presents the fair value of the investment in the common collective trust as well as the adjustment of the investment in the common collective trust from fair value to contract value relating to investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.
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(f)
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Events Occurring After Reporting Date
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The Company has evaluated events and transactions that occurred between December 29, 2009 and the issuance of the report for possible recognition or disclosure in the financial statements.
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(2)
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Description of the Plan
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The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
The Plan is a defined contribution Plan and covers substantially all employees of Covenant Transportation Group, Inc. and certain subsidiaries (collectively, the “Company”). The Plan provides for retirement savings to qualified active participants through both participant and employer contributions and is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Employees are eligible to participate in the Plan at the beginning of a calendar month after the completion of six months of service.
Contributions to the Plan are made by both participants and the Company. Participants may contribute up to a maximum of 85% of their annual compensation subject to the limitations of the Internal Revenue Code (IRC) Section 415(c)(3). The Company may make discretionary matching contributions to the Plan not to exceed 6% of an employee’s compensation and may make other types of discretionary contributions. Annual additions to a participant’s account during any Plan year, when combined with the total annual additions to the accounts of the participant under any other qualified defined contribution Plan maintained by the Company, cannot exceed certain levels established under IRC Section 402(g). The Company made no matching contributions after the first pay period during 2009.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
The Plan document requires that the assets of the Plan be accounted for separately as to participant and employer contributions and valued annually, allocating to each participant their share of income and losses. Employer voluntary contributions are allocated to all eligible employees based on the employees’ contributions for the period. Participant accounts may be invested in one or more of the investment funds available under the Plan at the direction of the participant.
Other than the financial conditions listed below, there are no restrictions on participants obtaining a loan. Subject to approval, a participant can secure a loan from the Plan against his/her account balance for a minimum of $1,000 up to the lesser of 50% of the vested account balance or $50,000. Loans may generally be repaid over one to five years. Loans must be repaid through automatic payroll deductions unless otherwise provided for by the Plan Administrator. A participant may only have one loan outstanding at a time. The interest rate is the prime rate plus 1% and is fixed over the life of the loan. Individuals with loans may choose to continue to participate in the Plan.
Upon retirement, death, disability, or termination of service, a participant (or participant’s beneficiary in the event of death) may elect to receive a lump-sum distribution equal to the value of the participant’s vested account balance.
Benefits are recorded when paid.
The Plan permits distributions in the event of a hardship once a participant furnishes proof of hardship, as defined in the Plan agreement. These distributions are taxable and subject to a tax penalty equal to 10% of the hardship distribution amount if the participant is younger than 59 ½. Hardship withdrawals are limited to the participant’s elective account balance. Participants with a hardship withdrawal are not allowed to make contributions to the Plan for six months after the withdrawal.
Participants are immediately vested in their contributions and the investment earnings (losses) thereon. Participants vest in employer contributions 20% each year and are 100% vested after five years of credited service.
Amounts forfeited by participants who terminate from the Plan prior to being 100% vested are applied to reduce subsequent Company contributions to the Plan. Forfeitures totaled $55,660 and $82,209 in 2009 and 2008. Forfeitures of $60,563 were unallocated at December 29, 2009, while the remainder was used to reduce Company contributions.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
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(i)
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Administrative Expenses
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The administrative expenses of the Plan are paid primarily by the Company. These costs include legal, accounting, and certain administrative fees.
While it is the Company’s intention to continue the Plan, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the Plan agreement. In the event of Plan termination, participants will become 100% vested in their accounts.
The Plan was amended effective December 30, 2008 to allow automatic enrollment into the plan for all eligible employees who do not opt out at an automatic deferral rate of 2%.
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(3)
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Transactions with Parties-In-Interest
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At December 29, 2009 and 2008, the Plan held investments in trust funds and money market accounts sponsored by the Trustee with current values of $4,292,627 and $8,624,900, respectively. The Plan also held investments in 565,081 and 591,911 units of Covenant Transportation Group, Inc. common stock with current values of $1,370,265 and $701,592 at December 29, 2009 and 2008, respectively. The Plan also held investments in the participants’ loans with interest rates between 4.25% and 9.25% with a current value of $1,209,856 and $1,148,246 as of December 29, 2009 and 2008, respectively. All administrative fees of the Plan were paid to parties-in-interest.
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(4)
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Fair value measurements
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As of December 30, 2007, the Plan adopted a new accounting standard that clarifies the definition of fair value, establishes a framework for measuring fair value and expands the disclosures for fair value measurement. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The implementation of these provisions did not have a material impact on the Plan's financial statements. The three levels of the fair value hierarchy are described below:
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Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 - Inputs to the valuation methodology include:
- Quoted prices for similar assets or liabilities in active markets;
- Quoted prices for identical or similar assets or liabilities in inactive markets;
- Inputs other than quoted prices that are observable for the asset or liability;
-
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for asset measurement measured at fair value.
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(i)
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Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
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(ii)
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Mutual funds: Valued at the net asset value of shares held by the Plan at year end, based on closing price reported on the active market on which the individual securities are traded.
|
|
(iii)
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Participant loans: Valued at unpaid principal balance, which approximates fair value.
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(iv)
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Common collective fund: The value of the Plan's interest in the collective trust fund is based upon the current value of and net investment gain or loss relating to the units of participation held by the Plan.
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The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan's management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 29, 2009:
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Fair Value Measurements as of
December 29, 2009 using the following inputs
|
|
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|
|
|
|
|
|
|
|
|
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|
|
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Total
|
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Level 1
|
|
|
Level 2
|
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Level 3
|
|
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|
|
|
|
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|
Mutual funds
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|
$ |
10,266,657 |
|
|
$ |
10,266,657 |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
1,370,265 |
|
|
|
- |
|
|
|
1,370,265 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective funds
|
|
|
4,238,796 |
|
|
|
- |
|
|
|
4,238,796 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans
|
|
|
1,209,856 |
|
|
|
- |
|
|
|
- |
|
|
|
1,209,856 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
$ |
17,085,574 |
|
|
$ |
10,266,657 |
|
|
$ |
5,609,061 |
|
|
$ |
1,209,856 |
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The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 29, 2008:
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Fair Value Measurements as of
December 29, 2008 using the following inputs
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$ |
8,409,702 |
|
|
$ |
8,409,702 |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
701,592 |
|
|
|
- |
|
|
|
701,592 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective funds
|
|
|
4,293,341 |
|
|
|
- |
|
|
|
4,293,341 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans
|
|
|
1,148,246 |
|
|
|
- |
|
|
|
- |
|
|
|
1,148,246 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
14,552,881 |
|
|
$ |
8,409,702 |
|
|
$ |
4,994,933 |
|
|
$ |
1,148,246 |
|
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
The following table provides a summary of changes in fair value of the Plan’s Level 3 (participant loans) assets for the years ended December 29, 2009 and 2008:
| |
|
Fair Value Measurements
Using Significant
Unobservable Inputs (Level 3)
|
|
| |
|
|
|
| |
|
2009
|
|
|
2008
|
|
| |
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$ |
1,148,246 |
|
|
$ |
1,087,083 |
|
|
Realized gains (losses)
|
|
|
- |
|
|
|
- |
|
|
Unrealized gains (losses) relating to instruments still held at the reporting date
|
|
|
- |
|
|
|
- |
|
|
Purchases, sales, issuances and settlements, net
|
|
|
61,610 |
|
|
|
61,163 |
|
| |
|
|
|
|
|
|
|
|
|
Balance at December 29, 2008
|
|
$ |
1,209,856 |
|
|
$ |
1,148,246 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
The following investments represent 5% or more of the Plan’s net assets at December 29, 2009 and 2008:
| |
|
2009
|
|
|
2008
|
|
| |
|
|
|
|
|
|
|
|
|
Covenant Transportation Group, Inc. 401k Unitized Stock Fund
|
|
|
1,370,265 |
|
|
|
** |
|
|
Diversified Stable Pooled Fund
|
|
|
4,232,064 |
|
|
|
4,532,839 |
|
|
Eaton Vance Large Cap Value Fund
|
|
|
1,116,105 |
|
|
|
969,279 |
|
|
Transamerica Core Bond Fund
|
|
|
1,211,323 |
|
|
|
1,207,360 |
|
|
Transamerica Intermediate Horizon Fund
|
|
|
1,535,582 |
|
|
|
960,098 |
|
|
American Growth Fund
|
|
|
1,385,375 |
|
|
|
1,138,874 |
|
| |
|
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** Investment does not represent 5% or more of the Plan’s net assets for the respective year.
COVENANT TRANSPORT, INC. 401(K)
AND PROFIT SHARING PLAN
Notes to Financial Statements
The Internal Revenue Service made a favorable ruling on the application for determination of qualification submitted by the Company on September 8, 2003. The Plan administrator is not aware of any course of action or series of events that might adversely affect the Plan’s qualification under Section 401(a) of the IRC, and under which the Plan would be subject to tax under present income tax law. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualifications. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore believes that the Plan, as amended, is qualified and the related trust is tax exempt.
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(7)
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Untimely Remittance of Participant Contributions
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The Plan Sponsor is required by Department of Labor regulation to remit participant contributions as soon as practicable, but by no later than the fifteenth business day following the end of the month in which the amounts were withheld from wages. The Plan Sponsor made one late remittance on August 22, 2008 for amounts withheld on June 29, 2008.
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Covenant Transport Inc. 401(k)
and Profit Sharing Plan
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EIN 88-0320154 Plan No. 001
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Schedule H, Line 4i - Schedule of Assets
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Plan Year Ending: 12/29/2009
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Identity of Issue, Borrower,
Lessor or Similar Party
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Description of Investments
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Current
Value
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* |
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State Street Bank & Trust
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Cash Reserve Account
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$ |
60,563 |
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|
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* |
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Diversified Investment Advisors
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Stable Pooled Fund - Common Collective Trust
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$ |
4,232,064 |
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American Century Funds
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American Century Real Estate Investment Fund
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$ |
135,638 |
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American Funds
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American European Growth
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|
698,382 |
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American Funds
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American Growth Fund
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1,385,375 |
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Eaton
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Eaton Van Large Cap Value
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1,116,105 |
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First American Funds
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First American Mid Cap Growth
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718,647 |
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Keeley
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Keeley Small Cap Value
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309,036 |
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Transamerica Partners Funds Group
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Core Bond Fund
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1,211,323 |
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Transamerica Asset Allocation Funds
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Intermediate/Long Horizon Asset Allocation Fund
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632,126 |
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Transamerica Asset Allocation Funds
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Intermediate Horizon Asset Allocation Fund
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1,535,582 |
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Transamerica Asset Allocation Funds
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Long Horizon Asset Allocation Fund
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610,422 |
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Transamerica Partners Funds Group
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Mid Value Fund
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341,659 |
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Transamerica Asset Allocation Funds
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Short Horizon Asset Allocation Fund
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255,153 |
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Transamerica Asset Allocation Funds
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Short/Intermediate Horizon Asset Allocation Fund
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129,371 |
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Transamerica Partners Funds Group
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Stock Index Fund
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703,770 |
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Vanguard Funds
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Vanguard Trs Money Market
|
|
|
484,068 |
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Mutual Fund Total
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$ |
10,266,657 |
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* |
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Covenant Transport
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Employer Securities
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$ |
1,370,265 |
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| |
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* |
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Participants
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Notes Receivable with interest rates of 4.25% to 9.25%
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$ |
1,209,856 |
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TOTAL PLAN ASSETS
|
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$ |
17,139,405 |
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* Indicates Party-In-Interest to the Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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COVENANT TRANSPORT, INC. 401(K) AND
PROFIT SHARING PLAN
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COVENANT TRANSPORT, INC.
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Dated: June 16, 2010
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By:
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/s/ R. H. Lovin, Jr.
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R.H. Lovin, Jr., Administrator
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INDEX TO EXHIBITS
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Exhibit Number
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Description of Exhibit
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23
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Consent of Independent Registered Public Accounting Firm
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