Current Report Filing (8-k)

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 28, 2015

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

 

[phone]

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 2.02                  Results of Operations and Financial Condition.

On Wednesday, January 28, 2015, Celadon Group, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the three months ended December 31, 2014, the second fiscal quarter of the Company's fiscal year ending June 30, 2015. A copy of the press release is attached to this report as Exhibit 99.1.

 

Item 8.01                  Other Events.

The press release also announced that the Company's Board of Directors declared a cash dividend of $0.02 per share of common stock.  The dividend is payable to the Company's shareholders of record as of April 3, 2015, and is expected to be paid on April 20, 2015. 

 

Item 9.01                  Financial Statements and Exhibits.

	(d)	Exhibits.
		EXHIBIT
		NUMBER		EXHIBIT DESCRIPTION
		99.1		Celadon Group, Inc. press release announcing financial and operating results for the three months ended December 31, 2014, the second fiscal quarter of the Company's fiscal year ending June 30, 2015, and quarterly dividend.

The information contained in this report (Items 2.02, 8.01, and 9.01) and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the second-to-last paragraph of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CELADON GROUP, INC.
Date: January 29, 2015	By:	/s/ Bobby Peavler
		Bobby Peavler
		Principal Accounting Officer

 

 

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EXHIBIT INDEX

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
99.1		Celadon Group, Inc. press release announcing financial and operating results for the three months ended December 31, 2014, the second fiscal quarter of the Company's fiscal year ending June 30, 2015, and quarterly dividend.

 

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Exhibit 99.1

 

9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON [phone]

 

For more information: Joe Weigel Director of Marketing & Communications [phone] Direct [e-mail]

January 28, 2015

CELADON GROUP REPORTS DECEMBER QUARTER RESULTS

AND DECLARES DIVIDEND

 

INDIANAPOLIS – Celadon Group Inc. (NYSE : CGI) today reported its financial and operating results for the three months and six months ended December 31, 2014, the second fiscal quarter of the Company’s fiscal year ending June 30, 2015.

Revenue for the quarter increased 14.9% to $222.4 million in the December 2014 quarter from $193.6 million in the December 2013 quarter.  Freight revenue, which excludes fuel surcharges, increased 19.1% to $187.2 million in the December 2014 quarter from $157.2 million in the December 2013 quarter.  Net income increased 66.7% to $8.5 million in the 2015 quarter from $5.1 million for the same quarter last year.  Earnings per diluted share increased 63.6% to $0.36 in the December 2014 quarter from $0.22 for the same quarter last year.

Revenue for the six months ended December 31, 2014 increased 12.8% to $415.8 million from $368.7 million for the same period last year.  Freight revenue, which excludes fuel surcharges, increased 15.3% to $344.9 million in the December 2014 period from $299.2 million in the December 2013 period.  Net income increased 41.9% to $16.6 million in the December 2014 period from $11.7 million for the same period last year.  Earnings per diluted share increased 40.8% to $0.69 in the December 2014 period from $0.49 for the same period last year.

 

 

 

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Paul Will, President and Chief Executive Officer, made the following comments: “We are pleased with our overall improvement in our operating statistics.  The increase in average seated tractor count of 203, or 5.9%, to 3,621 in the December 2014 quarter compared with 3,418 in the December 2013 quarter was a significant operating metric improvement that resulted in increased revenue for the quarter.  Our average revenue per tractor per week increased $269, or 9.3%, to $3,149 in the December 2014 quarter, from $2,880 in the December 2013 quarter.  In addition, our average revenue per loaded mile increased 10.2% to $1.798 per mile in the December 2014 quarter from $1.632 in the December 2013 quarter.  Excluding our most recent acquisition of A&S Kinard in the current quarter, our average revenue per loaded mile increased 5.2% to $1.717 per mile in the December 2014 quarter.

“The average age of the Company’s tractor fleet was 1.3 years as of December 2014 and the average age of the trailer fleet was 3.8 years as of December 2014.  Gains on sales of assets were $4.0 million in the December 2014 quarter compared with $0.8 million in the December 2013 quarter.  The Company is currently in the process of refreshing its tractor and trailer fleets.  Included in the gains on sales of assets is equipment sold independent of the disposition of equipment operated in the existing Celadon fleet.

“Our balance sheet remains solid and we retain significant liquidity to support the growth of our business. At December 31, 2014, we had $267.5 million of stockholders' equity and our earnings before interest, taxes, depreciation and amortization was $33.3 million in the current December 2014 quarter.  Our increased cash flow generated from operations will allow us to effectively continue to execute on our growth strategy.”

On January 28, 2015, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending March 31, 2015.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on April 20, 2015 to shareholders of record at the close of business on April 3, 2015.

 

Conference Call Information

A conference call to discuss the second quarter results will be held Thursday, January 29 at 11:00 a.m. Eastern Time.  Participants can pre-register for the conference call by navigating to Celadon's Investor Relations Website, http://investors.celadontrucking.com, under the report center menu option.  For those without internet access or unable to pre-register may join the conference by dialing 1-412-317-6060 or 1-866-652-5200.  A replay of the webcast will be available through March 1, 2015 at http://investors.celadontrucking.com.

 

Celadon Group, Inc. (www.celadongroup.com), through its subsidiaries, provides long-haul, regional, local, dedicated, intermodal, temperature-controlled, flatbed and expedited freight service across the United States, Canada and Mexico.  Celadon also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including warehousing and distribution.

 

 

 

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This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "intends," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  Actual results may differ from those set forth in the forward-looking statements.  The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our perception of additional capacity due to seating trucks and perceived benefits thereof are inaccurate; the risk that our perception of changes in our customer base and perceived benefits thereto are inaccurate; the risk that managing our tractor fleet age does not result in greater flexibility and lower operating expenses; excess tractor and trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; strikes, work slow downs, or work stoppages at our facilities, or at customer, port, border crossing, or other shipping related facilities; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; increases in insurance premiums and deductible amounts; elevated experience in the frequency or severity of claims relating to accident, cargo, workers' compensation, health, and other matters; fluctuations in claims expenses that result from high self-insured retention amounts and differences between estimates used in establishing and adjusting claims reserves and actual results over time; increases or rapid fluctuations in fuel prices, as well as fluctuations in hedging activities and surcharge collection, the volume and terms of diesel purchase commitment, interest rates, fuel taxes, tolls, and license and registration fees; fluctuations in foreign currency exchange rates; increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment; increases in interest rates or decreased availability of capital or other sources of financing for revenue equipment; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; regulatory requirements that increase costs or decrease efficiency, including revised hours-of-service requirements for drivers and new emissions control regulations; our ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; the timing of, and any rules relating to, the opening of the border to Mexican drivers; challenges associated with doing business internationally; our ability to retain key employees; and the effects of actual or threatened military action or terrorist attacks or responses, including security measures that may impede shipping efficiency, especially at border crossings.

 

Readers should review and consider these factors along with the various disclosures by the company in its press releases, stockholder reports, and filings with the Securities Exchange Commission.  We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

 

- tables follow -

 

 

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CELADON GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 (Dollars and shares in thousands except per share amounts)

(Unaudited)

		For the three months ended								For the six months ended
		December 31,								December 31,
		2014				2013				2014				2013
REVENUE:
Freight revenue		$	187,205			$	157,241			$	344,909			$	299,197
Fuel surcharge revenue			35,166				36,354				70,878				69,500
Total revenue			222,371				193,595				415,787				368,697
OPERATING EXPENSES:
Salaries, wages, and employee benefits			63,569				53,905				120,791				100,558
Fuel			39,199				43,679				79,184				80,522
Purchased transportation			58,228				45,599				101,865				87,343
Revenue equipment rentals			2,648				1,577				5,238				3,229
Operations and maintenance			12,990				11,652				24,229				22,925
Insurance and claims			7,221				4,595				12,898				8,735
Depreciation and amortization			17,734				16,693				33,291				32,769
Communications and utilities			2,097				1,475				3,927				2,839
Operating taxes and licenses			3,699				3,293				7,013				6,125
General and other operating			3,427				2,956				6,882				5,098
General and other operating			(4,010	)			(772	)			(8,568	)			(1,920	)
Total operating expenses			206,802				184,652				386,750				348,223
Operating income			15,569				8,943				29,037				20,474
Interest expense			2,008				1,263				3,177				2,487
Interest income			(3	)			(4	)			(7	)			(4	)
Other income			(36	)			(159	)			(110	)			(400	)
Income before income taxes			13,600				7,843				25,977				18,391
Income tax expense			5,057				2,717				9,387				6,699
Net income		$	8,543			$	5,126			$	16,590			$	11,692
Income per common share:
Diluted		$	0.36			$	0.22			$	0.69			$	0.49
Basic		$	0.37			$	0.22			$	0.71			$	0.51
Diluted weighted average shares  outstanding			23,991				23,679				23,963				23,671
Basic weighted average shares outstanding			23,327				22,995				23,284				22,963

 

 

 

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CELADON GROUP, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2014 and June 30, 2014

(Dollars and shares in thousands except par value amounts)

		(unaudited)
		December, 31				June 30,
ASSETS		2014				2014
Current assets:
Cash and cash equivalents		$	10,057			$	15,508
Trade receivables, net of allowance for doubtful accounts of $918 and $942 at December 31, 2014 and June 30, 2014, respectively			119,965				105,968
Prepaid expenses and other current assets			36,241				26,288
Tires in service			2,066				2,227
Equipment held for resale			26,330				3,148
Income Tax Receivable			3,539				6,395
Deferred income taxes			6,973				7,651
Total current assets			205,171				167,185
Property and equipment			771,727				643,888
Less accumulated depreciation and amortization			147,772				151,059
Net property and equipment			623,955				492,829
Tires in service			2,422				2,720
Goodwill			39,086				22,810
Other assets			4,922				5,271
Total assets		$	875,556			$	690,815
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	11,360			$	11,017
Accrued salaries and benefits			10,327				13,902
Accrued insurance and claims			11,514				11,568
Accrued fuel expense			9,880				11,306
Accrued purchase transportation			10,657				10,213
Other accrued expenses			31,749				25,490
Current maturities of long term debt			956				1,440
Current maturities of capital lease obligations			41,703				67,439
Total current liabilities			128,146				152,375
Capital lease obligations, net of current maturities			218,806				119,665
Long term debt, net of current maturities			167,953				75,436
Other long term liabilities			11,804				8,061
Deferred income taxes			81,384				76,275
Stockholders' equity:
Common stock, $0.033 par value, authorized  40,000 shares; issued and outstanding 24,175 and 24,060 shares at December 31, 2014 and June 30, 2014, respectively			798				794
Treasury stock at cost; 500 and 500 shares at December 31, 2014 and June 30, 2014, respectively			(3,453	)			(3,453	)
Additional paid-in capital			109,977				107,579
Retained earnings			175,728				160,068
Accumulated other comprehensive loss			(15,587	)			(5,985	)
Total stockholders' equity			267,463				259,003
Total liabilities and stockholders' equity		$	875,556				690,815

 

 

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Key Operating Statistics

 

		For the three months ended
		December 31,
		2014				2013
Average revenue per loaded mile (*)		$	1.798			$	1.632
Average revenue per total mile (*)		$	1.598			$	1.430
Average revenue per tractor per week (*)		$	3,149			$	2,880
Average miles per seated tractor per week(**)			1,971				2,014
Average seated line-haul tractors (**)			3,621				3,418
*Freight revenue excluding fuel surcharge.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.
Adjusted Trucking Revenue(^)		$	183,394			$	164,113
Asset Light Revenue			21,775				14,041
Intermodal Revenue			8,607				9,734
Other Revenue			8,596				5,708
Total Revenue		$	222,372			$	193,595
^Trucking Revenue for US, Canada, Mexico.  Includes Fuel Surcharge.

 

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