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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Celadon Group Inc (CE) | USOTC:CGIP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00053 | 0.00 | 01:00:00 |
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
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13-3361050
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(State or other jurisdiction of
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(I.R.S. Employer
|
Incorporation or organization)
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Identification Number)
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9503 East 33
rd
Street
|
|
Indianapolis, IN
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46235
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock ($0.033 par value)
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New York Stock Exchange
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Series A Junior Participating Preferred Stock Purchase Rights
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New York Stock Exchange
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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o
Yes
|
x
No
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
|
o
Yes
|
x
No
|
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.
|
x
Yes
|
o
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, 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).
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x
Yes
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o
No
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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o
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
o
Yes
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x
No
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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|||
Item 10.
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Directors, Executive Officers, and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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SIGNATURES
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55
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||
Report of Independent Registered Public Accounting Firm
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Consolidated Statements of Operations
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Condensed Consolidated Statements of Comprehensive Income
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Consolidated Balance Sheets
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Consolidated Statements of Cash Flows
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Consolidated Statements of Stockholders' Equity
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Notes to Consolidated Financial Statements
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·
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Seek high yielding freight from targeted industries, customers, regions, and lanes that improves our overall network density and diversifies our customer and freight mix.
We believe that we can improve our lane density and equipment utilization and increase our average revenue per mile by focusing our sales resources on targeted regions and lanes with emphasis on cross-border or international movements and utilization of primarily north-south shipping routes. Each piece of business has rate and productivity goals that are designed to improve our overall yield management. We believe that by increasing the business we do with shippers having less cyclicality in demand, our ability to improve rate per mile increases.
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·
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Focus on asset productivity.
Our primary productivity measure is revenue per tractor per week. Within revenue per tractor we examine rates, non-revenue miles, and loaded miles per tractor. We actively analyze customers and freight movements in an effort to enhance the revenue production of our tractors. We also attempt to concentrate our equipment in defined operating lanes to create more predictable movements, reduce non-revenue miles, and shorten turn times between loads.
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·
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Operate a modern fleet to reduce maintenance costs and improve safety and driver retention.
We believe that updating our tractor fleet has produced several benefits, including enhanced safety, driver recruitment, and driver retention. We have taken an important step toward modernizing our fleet by shortening the replacement cycle for our tractors from four years to three years. This trade policy has allowed us to recognize significant benefits over the past few years because maintenance and tire expenses increase significantly for tractors beyond the third year of operation, as wear and tear increases and some warranties expire.
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·
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Continue our emphasis on service, safety, and technology.
We offer just-in-time, time-definite and other premium transportation services to meet the expectations of our service-oriented customers. We believe that targeting premium service freight permits us to obtain higher rates, build long-term, service-based customer relationships, and avoid competition from railroad, intermodal, and trucking companies that compete primarily on the basis of price. We believe our recent safety record has been among the best in our industry. We have made significant investments in technologies that are intended to reduce costs, afford a competitive advantage with service-sensitive customers, be environmentally friendly, and promote economies of scale. Examples of these technologies are Qualcomm satellite-based tracking and communications systems, our proprietary CelaTrac system that enables customers to track shipments and access other information via the Internet, and electronic document imaging.
|
·
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Maintain our leading position in cross-border truckload shipments while offering diversified, nationwide transportation services in the U.S.
We believe our strategically located terminals and experience with the languages, cultures, and border crossing requirements of all three North American countries provide us with competitive advantages in the international trucking marketplace. As a result of these advantages, we believe we are the industry leader in cross-border truckload transportation between North American countries. These cross-border shipments, which comprised
43% of our revenue in fiscal 2013, are
balanced by a strong and growing business with domestic freight from service-sensitive customers.
|
·
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Seeking strategic acquisitions to broaden our existing operations.
We have made twenty three trucking company acquisitions since 1995 and continue to evaluate acquisition candidates. Our current acquisition strategy is focused on broadening our operations through the addition of carriers that improve our lane density, customer diversity, and service offerings.
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·
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We compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers, railroads, and other transportation companies, many of which have more equipment and greater capital resources than we do.
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·
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Many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain significant growth in our business.
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·
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Many customers reduce the number of carriers they use by selecting so-called "core carriers" as approved service providers, and in some instances we may not be selected.
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·
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Many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some business to competitors.
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·
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The trend toward consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages relating to their size.
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·
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Advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments.
|
·
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Competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and freight rates.
|
·
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Economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve their ability to compete with us.
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United States
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Mexico
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Canada
|
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Dallas, TX (Owned)
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Guadalajara (Leased)
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Kitchener, ON (Leased)
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El Paso, TX (Owned)
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Mexico City (Leased)
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Wroxeter, ON (Owned)
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Greensboro, NC (Leased)
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Monterrey (Leased)
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Hampton, VA (Leased)
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Nuevo Laredo (Owned)
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Indianapolis, IN (Owned)
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Puebla (Leased)
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Laredo, TX (Owned and Leased)
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Queretaro (Leased)
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Carlisle, PA (Owned)
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San Luis Potosi (Leased)
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Drums, PA (Leased)
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||||
Knoxville, TN (Owned)
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||||
Richmond, VA (Owned)
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||||
Columbus, OH (Owned)
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Warren, IN (Owned)
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Little Rock, AR (Leased)
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United States
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Battleboro, NC (Leased)
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Greenwood, IN (Leased)
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Janesville, WI (Leased)
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Jonesville, IN (Owned)
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Seymour, IN (Leased)
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Item 5
.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Fiscal 2012
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High
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Low
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||||||
Quarter ended September 30, 2011
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$ | 15.05 | $ | 8.26 | ||||
Quarter ended December 31, 2011
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$ | 12.06 | $ | 8.18 | ||||
Quarter ended March 31, 2012
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$ | 16.50 | $ | 11.75 | ||||
Quarter ended June 30, 2012
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$ | 17.19 | $ | 14.31 | ||||
Fiscal 2013
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High
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Low
|
||||||
Quarter ended September 30, 2012
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$ | 18.08 | $ | 13.51 | ||||
Quarter ended December 31, 2012
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$ | 18.10 | $ | 14.69 | ||||
Quarter ended March 31, 2013
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$ | 21.99 | $ | 17.91 | ||||
Quarter ended June 30, 2013
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$ | 20.85 | $ | 16.29 |
2013
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2012
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2011
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2010
|
2009
|
||||||||||||||||
(in thousands, except per share data and operating data)
|
||||||||||||||||||||
Statements of Operations Data:
|
||||||||||||||||||||
Freight revenue
(1)
|
$ | 489,035 | $ | 475,116 | $ | 467,002 | $ | 451,509 | $ | 409,380 | ||||||||||
Fuel surcharge revenue
|
124,613 | 123,836 | 101,247 | 77,109 | 82,182 | |||||||||||||||
Total revenue
|
613,648 | 598,952 | 568,249 | 528,618 | 491,562 | |||||||||||||||
Operating expenses
|
564,976 | 552,193 | 537,463 | 508,786 | 475,653 | |||||||||||||||
Operating income
|
48,672 | 46,759 | 30,786 | 19,832 | 15,909 | |||||||||||||||
Interest expense, net
|
4,931 | 5,628 | 8,147 | 10,054 | 9,060 | |||||||||||||||
Other expense (income)
|
(994 | ) | (412 | ) | (4,785 | ) | 67 | (227 | ) | |||||||||||
Income before income taxes
|
44,735 | 41,543 | 27,424 | 9,711 | 7,076 | |||||||||||||||
Provision for income taxes
|
17,471 | 16,007 | 12,162 | 5,785 | 4,820 | |||||||||||||||
Net income
|
$ | 27,264 | $ | 25,536 | $ | 15,262 | $ | 3,926 | $ | 2,256 | ||||||||||
Diluted earnings per share
|
$ | 1.17 | $ | 1.12 | $ | 0.67 | $ | 0.18 | $ | 0.10 | ||||||||||
Weighted average diluted shares outstanding
|
23,393 | 22,872 | 22,632 | 22,362 | 22,134 | |||||||||||||||
Balance Sheet Data (at end of period):
|
||||||||||||||||||||
Net property and equipment
|
$ | 496,870 | $ | 370,456 | $ | 277,114 | $ | 321,281 | $ | 340,930 | ||||||||||
Total assets
|
641,162 | 520,711 | 416,666 | 449,482 | 444,787 | |||||||||||||||
Long-term debt, revolving lines of credit, and capital lease obligations, including current maturities
|
294.431 | 230,571 | 147,703 | 207,540 | 223,536 | |||||||||||||||
Stockholders' equity
|
225,689 | 194,781 | 171,900 | 150,841 | 143,113 | |||||||||||||||
Operating Data:
|
||||||||||||||||||||
For period
(2)
:
|
||||||||||||||||||||
Average revenue per loaded mile
(3)
|
$ | 1.563 | $ | 1.535 | $ | 1.481 | $ | 1.407 | $ | 1.464 | ||||||||||
Average revenue per total mile
(3)
|
$ | 1.390 | $ | 1.367 | $ | 1.325 | $ | 1.267 | $ | 1.307 | ||||||||||
Average revenue per tractor per week
(3)
|
$ | 2,891 | $ | 2,869 | $ | 2,866 | $ | 2,843 | $ | 2,597 | ||||||||||
Average length of haul (in miles)
|
872 | 886 | 913 | 889 | 907 | |||||||||||||||
At end of period:
|
||||||||||||||||||||
Average seated line-haul tractors
(4)
|
2,707 | 2,705 | 2,662 | 2,702 | 2,741 | |||||||||||||||
Average age of company tractors (in years)
|
1.4 | 1.5 | 1.9 | 1.5 | 1.5 | |||||||||||||||
Total trailers
(4)
|
8,425 | 8,822 | 8,206 | 9,852 | 10,015 | |||||||||||||||
Average age of company trailers (in years)
|
2.2 | 2.8 | 5.5 | 5.7 | 5.0 |
(1)
|
Freight revenue is total revenue less fuel surcharges
|
(2)
|
Unless otherwise indicated, operating data and statistics presented in this table and elsewhere in this report are for our truckload revenue and operations and exclude revenue and operations of TruckersB2B (in which we retain a minority interest following a disposition in February, 2011), our Mexican subsidiary, Servicio de Transportation Jaguar, S.A. de C.V. ("Jaguar"), and our less-than-truckload, local trucking, brokerage, and logistics.
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(3)
|
Excludes fuel surcharges.
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(4)
|
Total fleet, including equipment operated by Jaguar.
|
Fiscal year ended June 30,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Operating revenue
|
100 | % | 100 | % | 100 | % | ||||||
Operating expenses:
|
||||||||||||
Salaries, wages, and employee benefits
|
27.0 | 26.5 | 26.4 | |||||||||
Fuel
|
23.4 | 26.1 | 24.4 | |||||||||
Purchased transportation
|
20.5 | 18.2 | 18.8 | |||||||||
Revenue equipment rentals
|
1.1 | 1.0 | 0.3 | |||||||||
Operations and maintenance
|
5.3 | 6.5 | 7.2 | |||||||||
Insurance and claims
|
2.5 | 2.3 | 3.2 | |||||||||
Depreciation and amortization
|
8.3 | 7.9 | 10.0 | |||||||||
Cost of products and services sold
|
--- | --- | 0.6 | |||||||||
Communication and utilities
|
0.9 | 0.7 | 0.7 | |||||||||
Operating taxes and licenses
|
1.7 | 1.7 | 1.7 | |||||||||
General and other operating
|
1.4 | 1.2 | 1.3 | |||||||||
Total operating expenses
|
92.1 | 92.2 | 94.6 | |||||||||
Operating income
|
7.9 | 7.8 | 5.4 | |||||||||
Other expense:
|
||||||||||||
Interest expense, net
|
0.8 | 0.9 | 1.4 | |||||||||
Other expense (income), net
|
(0.2 | ) | (0.0 | ) | (0.8 | ) | ||||||
Income before income taxes
|
7.3 | 6.9 | 4.8 | |||||||||
Provision for income taxes
|
2.8 | 2.7 | 2.1 | |||||||||
Net income
|
4.4 | % | 4.3 | % | 2.7 | % | ||||||
Freight revenue
(1)
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Operating expenses:
|
||||||||||||
Salaries, wages, and employee benefits
|
33.9 | 33.5 | 32.2 | |||||||||
Fuel
|
3.9 | 6.8 | 8.0 | |||||||||
Purchased transportation
|
25.7 | 22.9 | 22.8 | |||||||||
Revenue equipment rentals
|
1.4 | 1.3 | 0.3 | |||||||||
Operations and maintenance
|
6.7 | 8.3 | 8.8 | |||||||||
Insurance and claims
|
3.1 | 2.9 | 3.9 | |||||||||
Depreciation and amortization
|
10.4 | 9.9 | 12.2 | |||||||||
Cost of products and services sold
|
--- | --- | 0.8 | |||||||||
Communication and utilities
|
1.1 | 0.9 | 0.9 | |||||||||
Operating taxes and licenses
|
2.1 | 2.2 | 2.1 | |||||||||
General and other operating
|
1.7 | 1.5 | 1.4 | |||||||||
Total operating expenses
|
90.0 | 90.2 | 93.4 | |||||||||
Operating income
|
10.0 | 9.8 | 6.6 | |||||||||
Other expense:
|
||||||||||||
Interest expense, net
|
1.0 | 1.2 | 1.8 | |||||||||
Other expense (income), net
|
(0.2 | ) | (0.1 | ) | (1.1 | ) | ||||||
Income before income taxes
|
9.1 | 8.7 | 5.9 | |||||||||
Provision for income taxes
|
3.6 | 3.4 | 2.6 | |||||||||
Net income
|
5.6 | % | 5.4 | % | 3.3 | % |
(1)
|
Freight revenue is total operating revenue less fuel surcharges. In this table, fuel surcharges are eliminated from revenue and subtracted from fuel expense. The amounts were $124.6 million, $123.8 million, and $101.2 million in fiscal 2013, 2012, and 2011, respectively.
|
Cash Requirements
as of June 30, 2013
(in thousands)
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than
One Year
|
One to
Three Years
|
Three
to
Five
Years
|
More Than
Five
Years
|
|||||||||||||||
Operating leases
|
$ | 26,273 | $ | 6,588 | $ | 10,190 | $ | 5,080 | $ | 4,415 | ||||||||||
Lease residual value guarantees
|
22,611 | --- | 12,666 | --- | 9,945 | |||||||||||||||
Capital lease obligations
(1)
|
229,251 | 29,275 | 96,208 | 35,755 | 68,013 | |||||||||||||||
Sub-total
|
278,135 | 35,863 | 119,064 | 40,835 | 82,373 | |||||||||||||||
Future purchase of revenue equipment
|
10,896 | 1,012 | 2,024 | 2,023 | 5,837 | |||||||||||||||
Employment and consulting agreements
(2)
|
735 | 735 | --- | --- | --- | |||||||||||||||
Standby letters of credit
|
707 | 707 | --- | --- | --- | |||||||||||||||
Total contractual and cash obligations
|
$ | 290,473 | $ | 38,317 | $ | 121,088 | $ | 42,858 | $ | 88,210 |
(1)
|
Includes interest.
|
(2)
|
The amounts reflected in the table do not include amounts that could become payable to our Chief Executive Officer and President and Chief Operating Officer, under certain circumstances if their employment by the Company is terminated.
|
2013
|
2012
|
2011
|
||||||||||
Revenue:
|
||||||||||||
Freight revenue
|
$ | 489,035 | $ | 475,116 | $ | 467,002 | ||||||
Fuel surcharges
|
124,613 | 123,836 | 101,247 | |||||||||
Total revenue
|
613,648 | 598,952 | 568,249 | |||||||||
Operating expenses:
|
||||||||||||
Salaries, wages, and employee benefits
|
165,485 | 158,948 | 150,156 | |||||||||
Fuel
|
143,807 | 156,207 | 138,470 | |||||||||
Purchased transportation
|
125,741 | 108,866 | 106,676 | |||||||||
Revenue equipment rentals
|
6,973 | 5,986 | 1,559 | |||||||||
Operations and maintenance
|
32,669 | 39,189 | 41,108 | |||||||||
Insurance and claims
|
15,251 | 13,899 | 18,239 | |||||||||
Depreciation and amortization
|
50,767 | 47,214 | 56,979 | |||||||||
Cost of products and services sold
|
--- | --- | 3,537 | |||||||||
Communications and utilities
|
5,408 | 4,292 | 4,157 | |||||||||
Operating taxes and licenses
|
10,451 | 10,308 | 9,854 | |||||||||
General and other operating
|
8,424 | 7,284 | 6,728 | |||||||||
Total operating expenses
|
564,976 | 552,193 | 537,463 | |||||||||
Operating income
|
48,672 | 46,759 | 30,786 | |||||||||
Other (income) expense:
|
||||||||||||
Interest expense
|
4,931 | 5,684 | 8,210 | |||||||||
Interest income
|
--- | (56 | ) | (63 | ) | |||||||
Income from sale of majority interest in subsidiary
|
--- | --- | (4,142 | ) | ||||||||
Other income, net
|
(994 | ) | (412 | ) | (643 | ) | ||||||
Income before income taxes
|
44,735 | 41,543 | 27,424 | |||||||||
Provision for income taxes
|
17,471 | 16,007 | 12,162 | |||||||||
Net income
|
$ | 27,264 | $ | 25,536 | $ | 15,262 | ||||||
Earnings per common share:
|
||||||||||||
Diluted earnings per share
|
$ | 1.17 | $ | 1.12 | $ | 0.67 | ||||||
Basic earnings per share
|
$ | 1.20 | $ | 1.15 | $ | 0.69 | ||||||
Weighted average shares outstanding:
|
||||||||||||
Diluted
|
23,393 | 22,872 | 22,632 | |||||||||
Basic
|
22,641 | 22,264 | 22,099 | |||||||||
2013
|
2012
|
2011
|
||||||||||
Net Income
|
$ | 27,264 | $ | 25,536 | $ | 15,262 | ||||||
Other comprehensive income (loss):
|
||||||||||||
Unrealized gain (loss) on fuel derivative instruments, net of tax
|
104 | (446 | ) | 386 | ||||||||
Unrealized gain (loss) on currency derivative instruments, net of tax
|
(78 | ) | (96 | ) | 297 | |||||||
Foreign currency translation adjustments
|
(324 | ) | (3,469 | ) | 2,192 | |||||||
Total other comprehensive income (loss)
|
(298 | ) | (4,011 | ) | 2,875 | |||||||
Comprehensive income
|
$ | 26,966 | $ | 21,525 | $ | 18,137 |
ASSETS
|
2013
|
2012
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 1,315 | $ | 33,646 | ||||
Trade receivables, net of allowance for doubtful accounts of $919 and $1,007 in 2013 and 2012, respectively
|
77,623 | 67,615 | ||||||
Prepaid expenses and other current assets
|
13,434 | 10,910 | ||||||
Tires in service
|
1,245 | 1,805 | ||||||
Equipment held for resale
|
9,923 | 7,908 | ||||||
Income tax receivable
|
9,506 | --- | ||||||
Deferred income taxes
|
4,342 | 4,160 | ||||||
Total current assets
|
117,388 | 126,044 | ||||||
Property and equipment
|
612,236 | 483,327 | ||||||
Less accumulated depreciation and amortization
|
115,366 | 112,871 | ||||||
Net property and equipment
|
496,870 | 370,456 | ||||||
Tires in service
|
1,785 | 2,487 | ||||||
Goodwill
|
17,730 | 16,702 | ||||||
Investment in joint venture
|
4,604 | 3,491 | ||||||
Other assets
|
2,785 | 1,531 | ||||||
Total assets
|
$ | 641,162 | $ | 520,711 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 10,401 | $ | 7,734 | ||||
Accrued salaries and benefits
|
11,197 | 13,854 | ||||||
Accrued insurance and claims
|
10,092 | 10,138 | ||||||
Accrued fuel expense
|
7,461 | 4,896 | ||||||
Other accrued expenses
|
20,070 | 19,044 | ||||||
Income taxes payable
|
--- | 1,483 | ||||||
Current maturities of capital lease obligations
|
25,669 | 45,135 | ||||||
Total current liabilities
|
84,890 | 102,284 | ||||||
Capital lease obligations, net of current maturities
|
190,625 | 185,436 | ||||||
Long-term debt
|
78,137 | --- | ||||||
Deferred income taxes
|
61,821 | 38,210 | ||||||
Stockholders' equity:
|
||||||||
Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 23,887 and 23,984 shares at June 30, 2013 and 2012, respectively
|
788 | 791 | ||||||
Treasury stock at cost; 696 and 1,155 shares at June 30, 2013 and 2012, respectively
|
(4,811 | ) | (7,966 | ) | ||||
Additional paid-in capital
|
103,749 | 101,154 | ||||||
Retained earnings
|
131,224 | 105,765 | ||||||
Accumulated other comprehensive loss
|
(5,261 | ) | (4,963 | ) | ||||
Total stockholders' equity
|
225,689 | 194,781 | ||||||
Total liabilities and stockholders' equity
|
$ | 641,162 | $ | 520,711 |
2013
|
2012
|
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 27,264 | $ | 25,536 | $ | 15,262 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
57,812 | 55,777 | 58,304 | |||||||||
(Gain) / loss on sale of equipment
|
(6,813 | ) | (8,221 | ) | (1,149 | ) | ||||||
Deferred income taxes
|
20,537 | 6,627 | (1,053 | ) | ||||||||
Provision for doubtful accounts
|
(1 | ) | 10 | 196 | ||||||||
Stock based compensation expense
|
3,850 | 2,483 | 2,382 | |||||||||
Gain from sale of majority interest in subsidiary
|
--- | --- | (4,142 | ) | ||||||||
Changes in assets and liabilities:
|
||||||||||||
Trade receivables
|
(2,129 | ) | (3,124 | ) | (3,141 | ) | ||||||
Income tax receivable and payable
|
(11,124 | ) | (410 | ) | (1,077 | ) | ||||||
Tires in service
|
2,016 | 5,205 | (2,634 | ) | ||||||||
Prepaid expenses and other current assets
|
(1,058 | ) | 2,631 | (1,007 | ) | |||||||
Other assets
|
(1,200 | ) | (910 | ) | (440 | ) | ||||||
Accounts payable and accrued expenses
|
(2,445 | ) | (8,510 | ) | 8,583 | |||||||
Net cash provided by operating activities
|
86,709 | 77,094 | 70,084 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(169,511 | ) | (95,457 | ) | (32,152 | ) | ||||||
Proceeds on sale of property and equipment
|
105,444 | 155,528 | 47,689 | |||||||||
Proceeds from sale of majority interest in subsidiary
|
--- | --- | 5,000 | |||||||||
Purchase of available for sale securities
|
--- | (4,661 | ) | --- | ||||||||
Sale of securities
|
--- | 4,922 | --- | |||||||||
Purchase of businesses, net of cash acquired
|
(39,484 | ) | (41,856 | ) | --- | |||||||
Net cash provided by (used in) investing activities
|
(103,551 | ) | 18,476 | 20,537 | ||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock
|
1,892 | 548 | 521 | |||||||||
Borrowings on long-term debt
|
388,009 | 256,667 | 75,340 | |||||||||
Payments on long-term debt
|
(333,539 | ) | (256,667 | ) | (75,720 | ) | ||||||
Dividends paid
|
(1,805 | ) | (1,337 | ) | --- | |||||||
Principal payments on capital lease obligations
|
(70,066 | ) | (86,115 | ) | (86,690 | ) | ||||||
Net cash used in financing activities
|
(15,509 | ) | (86,904 | ) | (86,549 | ) | ||||||
Effect of exchange rates on cash and cash equivalents
|
20 | (693 | ) | 340 | ||||||||
Increase (decrease) in cash and cash equivalents
|
(32,331 | ) | 7,973 | 4,412 | ||||||||
Cash and cash equivalents at beginning of year
|
33,646 | 25,673 | 21,261 | |||||||||
Cash and cash equivalents at end of year
|
$ | 1,315 | $ | 33,646 | $ | 25,673 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Interest paid
|
$ | 4,927 | $ | 5,683 | $ | 8,219 | ||||||
Income taxes paid
|
$ | 8,752 | $ | 10,692 | $ | 14,670 | ||||||
Obligations incurred under capital lease
|
$ | 55,789 | $ | 168,983 | $ | 30,289 |
Common
Stock
No. of Shares
Outstanding
|
Amount
|
Additional
Paid-In
Capital
|
Treasury
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
Total
Stockholders'
Equity
|
||||||||||||||||||||||
Balance at June 30, 2010
|
22,267,021 | $ | 788 | $ | 98,640 | $ | (11,064 | ) | $ | 66,303 | $ | (3,826 | ) | $ | 150,841 | |||||||||||||
Net income
|
--- | --- | --- | --- | 15,262 | --- | 15,262 | |||||||||||||||||||||
Other comprehensive income (loss)
|
--- | --- | --- | --- | 1 | 2,874 | 2,875 | |||||||||||||||||||||
Comprehensive income
|
--- | --- | --- | --- | 15,263 | 2,874 | 18,137 | |||||||||||||||||||||
Treasury stock issued
|
--- | --- | (1,013 | ) | 993 | --- | --- | (20 | ) | |||||||||||||||||||
Restricted stock and options expense
|
159,083 | --- | 2,402 | --- | --- | --- | 2,402 | |||||||||||||||||||||
Exercise of incentive stock
options
|
96,133 | --- | (123 | ) | 663 | --- | --- | 540 | ||||||||||||||||||||
Balance at June 30, 2011
|
22,522,237 | $ | 788 | $ | 99,906 | $ | (9,408 | ) | $ | 81,566 | $ | (952 | ) | $ | 171,900 | |||||||||||||
Net income
|
--- | --- | --- | --- | 25,536 | --- | 25,536 | |||||||||||||||||||||
Other comprehensive income (loss)
|
--- | --- | --- | --- | --- | (4,011 | ) | (4,011 | ) | |||||||||||||||||||
Comprehensive income
|
25,536 | (4,011 | ) | 21,525 | ||||||||||||||||||||||||
Treasury stock issued
|
--- | --- | (1,047 | ) | 1,048 | --- | --- | 1 | ||||||||||||||||||||
Restricted stock and options expense
|
249,840 | 3 | 2,141 | --- | --- | --- | 2,144 | |||||||||||||||||||||
Dividends paid
|
--- | --- | --- | --- | (1,337 | ) | --- | (1,337 | ) | |||||||||||||||||||
Exercise of incentive stock options
|
57,233 | --- | 154 | 394 | --- | --- | 548 | |||||||||||||||||||||
Balance at June 30, 2012
|
22,829,310 | $ | 791 | $ | 101,154 | $ | (7,966 | ) | $ | 105,765 | $ | (4,963 | ) | $ | 194,781 | |||||||||||||
Net income
|
--- | --- | --- | --- | 27,264 | --- | 27,264 | |||||||||||||||||||||
Other comprehensive income (loss)
|
--- | --- | --- | --- | --- | (298 | ) | (298 | ) | |||||||||||||||||||
Comprehensive income
|
27,264 | (298 | ) | 26,966 | ||||||||||||||||||||||||
Treasury stock issued
|
--- | --- | (1,792 | ) | 1,801 | --- | --- | 9 | ||||||||||||||||||||
Restricted stock and options expense
|
164,851 | (3 | ) | 3,849 | --- | --- | --- | 3,846 | ||||||||||||||||||||
Dividends paid
|
--- | --- | --- | --- | (1,805 | ) | --- | (1,805 | ) | |||||||||||||||||||
Exercise of incentive stock options
|
196,575 | --- | 538 | 1,354 | --- | --- | 1,892 | |||||||||||||||||||||
Balance at June 30, 2013
|
23,190,736 | $ | 788 | $ | 103,749 | $ | (4,811 | ) | $ | 131,224 | $ | (5,261 | ) | $ | 225,689 |
(1)
|
ORGA
NIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Revenue and service equipment
|
3-7 years
|
Furniture and office equipment
|
4-5 years
|
Buildings
|
20 years
|
Leasehold improvements
|
Lesser of life of lease (including expected renewals) or useful life of improvement
|
(2)
|
PROPERTY, EQUIPMENT, AND LEASES
|
2013
|
2012
|
|||||||
Revenue equipment owned
|
$ | 302,052 | $ | 171,211 | ||||
Revenue equipment under capital leases
|
249,703 | 268,052 | ||||||
Furniture and office equipment
|
9,083 | 5,393 | ||||||
Land and buildings
|
46,377 | 34,089 | ||||||
Service equipment
|
1,125 | 956 | ||||||
Leasehold improvements
|
3,896 | 3,626 | ||||||
$ | 612,236 | $ | 483,327 |
2013
|
2012
|
2011
|
||||||||||
Revenue and service equipment
|
$ | 6,973 | $ | 5,986 | $ | 1,559 | ||||||
Office facilities and terminals
|
2,386 | 2,185 | 3,054 | |||||||||
$ | 9,359 | $ | 8,171 | $ | 4,613 |
Year ended June 30,
|
Capital
Leases
|
Operating
Leases
|
||||||
2014
|
$ | 29,275 | $ | 6,588 | ||||
2015
|
73,603 | 20,301 | ||||||
2016
|
22,605 | 2,555 | ||||||
2017
|
12,870 | 2,540 | ||||||
2018
|
22,885 | 2,540 | ||||||
Thereafter
|
68,013 | 14,360 | ||||||
Total minimum lease payments
|
$ | 229,251 | $ | 48 ,884 | ||||
Less amounts representing interest
|
12,957 | |||||||
Present value of minimum lease payments
|
$ | 216,294 | ||||||
Less current maturities
|
25,669 | |||||||
Non-current portion
|
$ | 190,625 |
(5)
|
STOCK PLANS
|
Options
|
Shares
|
Weighted-Average
Exercise Price
|
Weighted-Average Remaining
Contractual Term
|
Aggregate
Intrinsic Value
|
||||||||||||
Outstanding at June 30, 2010
|
1,506,967 | $ | 9.91 | 6.65 | $ | 6,375,489 | ||||||||||
Granted
|
87,500 | $ | 14.42 | |||||||||||||
Forfeited or expired
|
(52,751 | ) | $ | 9.62 | ||||||||||||
Exercised
|
(109,633 | ) | $ | 4.74 | ||||||||||||
Outstanding at June 30, 2011
|
1,432,083 | $ | 10.60 | 6.06 | $ | 4,866,334 | ||||||||||
Granted
|
--- | --- | ||||||||||||||
Forfeited or expired
|
(12,560 | ) | $ | 11.21 | ||||||||||||
Exercised
|
(57,233 | ) | $ | 9.58 | ||||||||||||
Outstanding at June 30, 2012
|
1,362,290 | $ | 10.63 | 5.1 | $ | 7,829,713 | ||||||||||
Granted
|
--- | --- | ||||||||||||||
Forfeited or expired
|
(17,925 | ) | $ | 13.77 | ||||||||||||
Exercised
|
(195,575 | ) | $ | 9.57 | ||||||||||||
Outstanding at June 30, 2013
|
1,148,790 | $ | 10.76 | 4.1 | $ | 8,606,841 | ||||||||||
Exercisable at June 30, 2013
|
1,062,790 | $ | 10.69 | 3.9 | $ | 8,033,826 |
2013
|
2012
|
2011
|
||||||||||
Weighted-average grant date fair value
|
--- | --- | $ | 7.83 | ||||||||
Dividend yield
|
--- | --- | 0 | |||||||||
Expected volatility
|
--- | --- | 59.5 | % | ||||||||
Risk-free interest rate
|
--- | --- | 1.53 | % | ||||||||
Expected lives
|
--- | --- |
5.7 years
|
Number of Shares
|
Weighted-Average
Grant Date Fair Value
|
|||||||
Unvested at June 30, 2010
|
340,692 | $ | 10.80 | |||||
Granted
|
187,417 | $ | 13.93 | |||||
Forfeited
|
(42,084 | ) | $ | 10.42 | ||||
Vested
|
(130,395 | ) | $ | 11.40 | ||||
Unvested at June 30, 2011
|
355,630 | $ | 12.27 | |||||
Granted
|
252,593 | $ | 12.60 | |||||
Forfeited
|
(2,753 | ) | $ | 11.44 | ||||
Vested
|
(152,045 | ) | $ | 12.09 | ||||
Unvested at June 30, 2012
|
453,425 | $ | 12.36 | |||||
Granted
|
189,413 | $ | 18.58 | |||||
Forfeited
|
(24,437 | ) | $ | 11.33 | ||||
Vested
|
(262,438 | ) | $ | 12.64 | ||||
Unvested at June 30, 2013
|
355,963 | $ | 15.75 |
(6)
|
STOCK REPURCHASE PROGRAMS
|
2013
|
2012
|
2011
|
||||||||||
Net income
|
$ | 27,264 | $ | 25,536 | $ | 15,262 | ||||||
Basic earnings per share:
|
||||||||||||
Weighted - average number of common shares outstanding
|
22,641 | 22,264 | 22,099 | |||||||||
Basic earnings per share
|
$ | 1.20 | $ | 1.15 | $ | 0.69 | ||||||
Diluted earnings per share:
|
||||||||||||
Weighted - average number of common shares outstanding
|
22,641 | 22,264 | 22,099 | |||||||||
Effect of stock options and other incremental shares
|
752 | 608 | 533 | |||||||||
Weighted-average number of common shares outstanding – diluted
|
23,393 | 22,872 | 22,632 | |||||||||
Diluted earnings per share
|
$ | 1.17 | $ | 1.12 | $ | 0.67 |
(8)
|
COMMITMENTS AND CONTINGENCIES
|
(9)
|
INCOME TAXES
|
2013
|
2012
|
2011
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | (3,127 | ) | $ | 7,285 | $ | 10,612 | |||||
State and local
|
(2,110 | ) | 220 | 1,628 | ||||||||
Foreign
|
2,180 | 1,900 | 1,292 | |||||||||
Total Current
|
(3,057 | ) | 9,405 | 13,532 | ||||||||
Deferred:
|
||||||||||||
Federal
|
16,122 | 5,950 | (1,036 | ) | ||||||||
State and local
|
3,145 | 659 | (160 | ) | ||||||||
Foreign
|
1,261 | (7 | ) | (174 | ) | |||||||
Total Deferred
|
20,528 | 6,602 | (1,370 | ) | ||||||||
Total
|
$ | 17,471 | $ | 16,007 | $ | 12,162 |
2013
|
2012
|
2011
|
||||||||||
Computed "expected" income tax expense
|
$ | 15,484 | $ | 14,540 | $ | 9,599 | ||||||
State taxes, net of federal benefit
|
676 | 571 | 964 | |||||||||
Non-deductible expenses
|
383 | 1,092 | 1,169 | |||||||||
Other, net
|
928 | (196 | ) | 430 | ||||||||
Actual income tax expense
|
$ | 17,471 | $ | 16,007 | $ | 12,162 |
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Deferred equity compensation
|
$ | 1,988 | $ | 2,638 | ||||
Insurance reserves
|
3,741 | 3,814 | ||||||
Other
|
1,508 | 1,399 | ||||||
Total deferred tax assets
|
$ | 7,237 | $ | 7,851 | ||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
$ | (58,513 | ) | $ | (35,856 | ) | ||
Goodwill
|
(5,204 | ) | (4,885 | ) | ||||
Other
|
(999 | ) | (1,160 | ) | ||||
Total deferred tax liabilities
|
$ | (64,716 | ) | $ | (41,901 | ) | ||
Net current deferred tax assets
|
$ | 4,342 | $ | 4,160 | ||||
Net non-current deferred tax liabilities
|
(61,821 | ) | (38,210 | ) | ||||
Total net deferred tax liabilities
|
$ | (57,479 | ) | $ | (34,050 | ) |
(10)
|
SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS
|
Fiscal Year Ended
|
||||||||||||
June 30,
|
||||||||||||
(Dollars in thousands)
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Total revenues
|
||||||||||||
Asset-based
|
$ | 569,688 | $ | 556,770 | $ | 527,586 | ||||||
Asset-light
|
43,960 | 42,182 | 40,663 | |||||||||
613,648 | 598,952 | 568,249 | ||||||||||
Operating income
|
||||||||||||
Asset-based
|
45,190 | 43,723 | 28,044 | |||||||||
Asset-light
|
3,482 | 3,036 | 2,742 | |||||||||
48,672 | 46,759 | 30,786 | ||||||||||
Depreciation and amortization
|
||||||||||||
Asset-based
|
50,767 | 47,214 | 56,971 | |||||||||
Asset-light
|
--- | --- | 8 | |||||||||
50,767 | 47,214 | 56,979 | ||||||||||
Interest income
|
||||||||||||
Asset-based
|
--- | (56 | ) | (63 | ) | |||||||
Interest expense
|
||||||||||||
Asset-based
|
4,931 | 5,684 | 8,210 | |||||||||
Income before taxes
|
||||||||||||
Asset-based
|
40,259 | 38,085 | 20,278 | |||||||||
Asset-light
|
4,476 | 3,458 | 7,146 | |||||||||
44,735 | 41,543 | 27,424 | ||||||||||
Goodwill
|
||||||||||||
Asset-based
|
16,362 | 15,334 | 15,334 | |||||||||
Asset-light
|
1,368 | 1,368 | 1,368 | |||||||||
17,730 | 16,702 | 16,702 | ||||||||||
Total assets
|
||||||||||||
Asset-based
|
635,968 | 516,106 | 411,167 | |||||||||
Asset-light
|
5,194 | 4,605 | 5,499 | |||||||||
641,162 | 520,711 | 416,666 |
2013
|
2012
|
2011
|
||||||||||
Total revenue:
|
||||||||||||
United States
|
$ | 534,463 | $ | 520,951 | $ | 496,353 | ||||||
Canada
|
48,667 | 46,698 | 41,943 | |||||||||
Mexico
|
30,518 | 31,303 | 29,953 | |||||||||
Total
|
$ | 613,648 | $ | 598,952 | $ | 568,249 | ||||||
Long lived assets:
|
||||||||||||
United States
|
$ | 479,852 | $ | 371,967 | $ | 274,868 | ||||||
Canada
|
30,094 | 9,698 | 12,957 | |||||||||
Mexico
|
13,828 | 13,002 | 13,508 | |||||||||
Total
|
$ | 523,774 | $ | 394,667 | $ | 301,333 |
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||||||||
Balance
at
June
30,
2013
|
Balance
at
June
30,
2012
|
Balance
at
June
30,
2013
|
Balance
at
June
30,
2012
|
Balance
at
June
30,
2013
|
Balance
at
June
30,
2012
|
Balance
at
June
30,
2013
|
Balance
at
June
30,
2012
|
|||||||||||||||||||||||||
Foreign currency derivatives
|
$ | (70 | ) | $ | 8 | --- | --- | $ | (67 | ) | $ | 8 | --- | --- | ||||||||||||||||||
Fuel derivatives
|
45 | (59 | ) | --- | --- | 42 | (59 | ) | --- | --- |
Fiscal Year 2013
|
||||||||||||||||
1
st
Qtr.
|
2
nd
Qtr.
|
3
rd
Qtr.
|
4
th
Qtr.
|
|||||||||||||
Total revenues
|
$ | 153,297 | $ | 148,112 | $ | 149,638 | $ | 162,601 | ||||||||
Operating expenses
|
138,158 | 135,521 | 141,602 | 149,695 | ||||||||||||
Operating income
|
15,139 | 12,591 | 8,036 | 12,906 | ||||||||||||
Other expense, net
|
1,528 | 856 | 680 | 873 | ||||||||||||
Income before taxes
|
13,611 | 11,735 | 7,356 | 12,033 | ||||||||||||
Income tax expense
|
5,349 | 4,355 | 2,978 | 4,789 | ||||||||||||
Net income
|
$ | 8,262 | $ | 7,380 | $ | 4,378 | $ | 7,244 | ||||||||
Basic income per share
|
$ | 0.37 | $ | 0.33 | $ | 0.19 | $ | 0.31 | ||||||||
Diluted income per share
|
$ | 0.36 | $ | 0.32 | $ | 0.19 | $ | 0.30 |
Fiscal Year 2012
|
||||||||||||||||
1
st
Qtr.
|
2
nd
Qtr.
|
3
rd
Qtr.
|
4
th
Qtr.
|
|||||||||||||
Total revenues
|
$ | 143,960 | $ | 144,200 | $ | 153,309 | $ | 157,483 | ||||||||
Operating expenses
|
133,552 | 134,387 | 142,706 | 141,548 | ||||||||||||
Operating income
|
10,408 | 9,813 | 10,603 | 15,935 | ||||||||||||
Other expense, net
|
1,088 | 1,269 | 1,179 | 1,680 | ||||||||||||
Income before taxes
|
9,320 | 8,544 | 9,424 | 14,255 | ||||||||||||
Income tax expense
|
3,862 | 3,089 | 3,766 | 5,290 | ||||||||||||
Net income
|
$ | 5,458 | $ | 5,455 | $ | 5,658 | $ | 8,965 | ||||||||
Basic income per share
|
$ | 0.25 | $ | 0.25 | $ | 0.25 | $ | 0.40 | ||||||||
Diluted income per share
|
$ | 0.24 | $ | 0.24 | $ | 0.25 | $ | 0.39 | ||||||||
June 30, 2013 | |||||||||
Gross
carrying amount
|
Amortization
period
|
Accumulated amortization
|
|||||||
Amortizing intangible assets: Customer list
|
$ | 650 |
4 years
|
$ | 75 | ||||
Goodwill | ||||||||||||
June 30, 2012
|
Current year additions
|
June 30, 2013
|
||||||||||
Asset based
|
$ | 15,334 | $ | 1,028 | 16,362 | |||||||
Asset light
|
1,368 | --- | 1,368 | |||||||||
Total Goodwill
|
16,702 | 1,028 | 17,730 |
Description
|
Balance at
Beginning of Period
|
Charged to
Costs and Expenses
|
Deductions
|
Balance at
End of Period
|
||||||||||||
Year ended June 30, 2011:
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 1,379,671 | $ | 195,747 | $ | 530,296 | (a) | $ | 1,045,122 | |||||||
Reserves for claims payable as self-insurer
|
$ | 11,925,047 | $ | 14,966,351 | $ | 12,557,122 | (b) | $ | 14,334,276 | |||||||
Year ended June 30, 2012:
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 1,045,122 | $ | 10,000 | $ | 48,433 | (a) | $ | 1,006,689 | |||||||
Reserves for claims payable as self-insurer
|
$ | 14,334,276 | $ | 12,252,489 | $ | 15,243,696 | (b) | $ | 11,343,069 | |||||||
Year ended June 30, 2013:
|
||||||||||||||||
Allowance for doubtful accounts
|
$ | 1,006,689 | $ | 0 | $ | 87,880 | (a) | $ | 918,809 | |||||||
Reserves for claims payable as self insurer
|
$ | 11,343,069 | $ | 14,669,698 | $ | 14,783,848 | (b) | $ | 11,228,919 |
(a)
|
Represents accounts receivable net write-offs.
|
(b)
|
Represents claims paid.
|
Item 9
.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A
.
|
Controls and Procedures
|
Item 9B
.
|
Other Information
|
Plan Category
|
(a)
Number of securities
to be issued
upon exercise
of outstanding options,
warrants and rights
|
(b)
Weighted-average
price of
outstanding options,
warrants and rights
|
(c)
Number of securities
remaining available
for future issuance
|
Equity compensation plans
approved by security holders
|
1,495,753
|
$11.89
|
69,913
|
Equity compensation plans
not approved by security holders
|
Not applicable
|
Not applicable
|
Not applicable
|
Page Number of
Annual Report on Form 10-K
|
|
(a) List of Documents filed as part of this Report
|
|
(1) Financial Statements
|
|
Report of Independent Registered Public Accounting Firm - KPMG LLP
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Stockholders' Equity
|
|
Notes to Consolidated Financial Statements
|
|
(2) Financial Statement Schedule
|
|
Schedule II - Valuation and Qualifying Accounts
|
3.1
|
Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
|
3.2
|
Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.)
|
3.3
|
Amended and Restated By-laws of the Company. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
|
4.1
|
Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
|
4.2
|
Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000.)
|
4.3
|
Amended and Restated By-laws of the Company. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
|
10.1
|
Celadon Group, Inc. 1994 Stock Option Plan. (Incorporated by reference to Exhibit B to the Company's Proxy Statement on Schedule 14A, filed with the SEC October 17, 1997.) *
|
10.2
|
Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1, Registration No. 33-72128, filed with the SEC on November 24, 1993.) *
|
10.3
|
Amendment dated February 12, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K filed with the SEC on September 12, 1997.) *
|
10.4
|
Celadon Group, Inc. Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit A to the Company's Proxy Statement on Schedule 14A, filed with the SEC on October 14, 1997.) *
|
10.5
|
Amendment No. 2 dated August 1, 1997 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 11, 1998.) *
|
10.6
|
Amendment No. 3 dated July 26, 2000 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *
|
10.7
|
Amendment No. 4 dated April 4, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *
|
10.8
|
Separation Agreement dated March 3, 2000 between the Company and Paul A. Will. (Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *
|
10.9
|
Amendment dated September 30, 2001 to Separation Agreement between the Company and Paul A. Will dated March 3, 2000. (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2002.) *
|
10.10
|
Amendment No. 5 dated November 20, 2002 to Employment Contract dated January 21, 1994 between the Company and Stephen Russell. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on September 19, 2003.) *
|
10.11
|
Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to Appendix B to the Company's definitive proxy statement, filed with the SEC on December 19, 2005.) *
|
10.12
|
Celadon Group, Inc. Form of Award Notice for Employees for Restricted Stock Awards. (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *
|
10.13
|
Celadon Group, Inc. Form of Award Notice for Stephen Russell for Restricted Stock Award. (Incorporated by reference to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *
|
10.14
|
Celadon Group, Inc. Form of Award Notice for Employees for Incentive Stock Option Grants. (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *
|
10.15
|
Celadon Group, Inc. Form of Award Notice for Non-Employee Directors for Non-Qualified Stock Option Grants. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2006.) *
|
10.16
|
Amendment to the Celadon Group, Inc., 2006 Omnibus Incentive Plan. (Incorporated by reference to the Company's definitive proxy statement, filed with the SEC on October 3, 2008.) *
|
10.17
|
Credit Agreement dated as of December 7, 2010 among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 1, 2011.)
|
10.18
|
First Amendment to Credit Agreement dated August 29, 2011, among the Company, certain of its subsidiaries, Bank of America, N.A., and certain other lenders. (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011.)
|
10.19
|
Second Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 30, 2012.)
|
10.20
|
Third Amendment to Credit Agreement with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A., which amends that certain Credit Agreement, dated December 7, 2010, by and among the Company and the Lenders, as amended. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2013.)
|
21
|
Subsidiaries. #
|
23.1
|
Consent of Independent Registered Public Accounting Firm - KPMG LLP. #
|
31.1
|
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 Paul A. Will, the Company's Chief Executive Officer. #
|
31.2
|
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 William E. Meek, the Company's Chief Financial Officer. #
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer. #
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by William E. Meek, 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 Label Linkbase Document #
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document #
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."
|
#
|
Filed herewith.
|
Celadon Group, Inc.
|
||
By:
|
/s/ Paul A. Will
|
|
Paul A. Will
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Paul A. Will
|
President and Chief Executive Officer (Principal Executive Officer)
|
September 12, 2013
|
Paul A. Will
|
||
/s/ William E. Meek
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
September 12, 2013
|
William E. Meek
|
||
/s/ Bobby Peavler
|
Vice President of Accounting (Principal Accounting Officer)
|
September 12, 2013
|
Bobby Peavler
|
||
/s/ Stephen Russell
|
Chairman of the Board
|
September 12, 2013
|
Stephen Russell
|
||
/s/ Michael Miller
|
Director
|
September 12, 2013
|
Michael Miller
|
||
/s/ Anthony Heyworth
|
Director
|
September 12, 2013
|
Anthony Heyworth
|
||
/s/ Catherine Langham
|
Director
|
September 12, 2013
|
Catherine Langham
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."
|
#
|
Filed herewith.
|
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