UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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, 2019
or
o 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: 001-38794
COVETRUS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 83-1448706 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
7 Custom House Street
Portland, ME 04101
Tel: (888) 280-2221
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Registration S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | o | Accelerated filer | o |
Non-accelerated filer | x | Smaller reporting company | o |
Emerging growth company | o |
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 Securities Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share | CVET | The Nasdaq Stock Market (Nasdaq Global Select Market) |
The registrant had 111,699,291 shares of common stock outstanding as of May 13, 2019.
Explanatory Note
The sole purpose of this Amendment No. 1 to Covetrus, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed with the Securities and Exchange Commission on May 16, 2019 (“Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Report provides the consolidated and combined financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”), in accordance with the 30-day grace period provided under Regulation S-T for the first quarterly period in which detail tagging is required.
The contents of the Form 10-Q have not otherwise been modified or changed. This Amendment No. 1 to Form 10-Q speaks as of the original filing date of the Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.
ITEM 6. EXHIBITS
Incorporated by Reference | |||||
Exhibit Number | Exhibit Description | Form | Date | Number | |
2.1 | S-4/A | 1/15/2019 | 2.6 | ||
3.1 | 8-K | 2/7/2019 | 3.1 | ||
3.2 | 8-K | 2/7/2019 | 3.2 | ||
10.1 | 8-K | 2/7/2019 | 10.1 | ||
10.2 | 8-K | 2/7/2019 | 10.2 | ||
10.3 | 8-K | 2/7/2019 | 10.4 | ||
10.4 | 8-K | 2/7/2017 | 10.5 | ||
10.5 | S-4/A | 1/8/2019 | 10.3 | ||
10.6 | 8-K | 2/7/2019 | 10.3 | ||
10.7† | S-4 | 12/26/2018 | 10.5 | ||
10.8† | S-4 | 12/26/2018 | 10.9 | ||
10.9† | 8-K | 2/7/2019 | 10.15 | ||
10.10† | S-4/A | 1/8/2019 | 10.11 | ||
10.11† | 8-K | 2/7/2019 | 10.8 | ||
10.12† | 8-K | 2/7/2019 | 10.9 | ||
10.13† | 8-K | 2/7/2019 | 10.10 | ||
10.14† | 8-K | 2/7/2019 | 10.11 | ||
10.15† | 8-K | 2/7/2019 | 10.12 | ||
10.16 | 8-K | 3/5/2019 | 10.1 | ||
10.17 | 8-K | 3/5/2019 | 10.2 | ||
Incorporated by Reference | |||||
Exhibit Number | Exhibit Description | Form | Date | Number | |
10.18 | 8-K | 3/5/2019 | 10.3 | ||
10.19 | 8-K | 3/5/2019 | 10.4 | ||
10.20 | 8-K | 3/5/2019 | 10.5 | ||
10.21 | 8-K | 3/5/2019 | 10.6 | ||
10.22 | 8-K | 3/5/2019 | 10.7 | ||
31.1* | |||||
31.2* | |||||
32.1** | |||||
32.2** | |||||
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 Label Linkbase Document. | ||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
† | Identifies management compensation plan or arrangement. |
* | Filed herewith. |
** Furnished herewith.
SIGNATURES
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.
Covetrus, Inc. | ||||
Date: | June 7, 2019 | By: | /s/ Benjamin Shaw | |
Name: | Benjamin Shaw | |||
Title: | Chief Executive Officer, President and Director | |||
(Principal Executive Officer) | ||||
Date: | June 7, 2019 | By: | /s/ Christine T. Komola | |
Name: | Christine T. Komola | |||
Title: | EVP and Chief Financial Officer | |||
(Principal Financial Officer) |