INDIANAPOLIS, Feb. 1, 2017 /PRNewswire/ -- Celadon Group, Inc. (NYSE : CGI) today reported its financial and operating results for the three months and six months ended December 31, 2016, the second fiscal quarter of the Company's fiscal year ending June 30, 2017.

Financial Results
Revenue decreased $9.7 million, or 3.5% to $265.7 million in the December 2016 quarter from $275.4 million in the December 2015 quarter. Freight revenue, which excludes fuel surcharges, decreased $7.0 million, or 2.8%, to $242.3 million in the December 2016 quarter from $249.3 million in the December 2015 quarter. Net income decreased $5.3 million, to $1.3 million in the 2016 quarter from $6.6 million for the same quarter last year. Operating income decreased $11.2 million, to $2.9 million in the December 2016 period from $14.1 million from the same quarter last year. Earnings per diluted share decreased to $0.05 in the December 2016 quarter from $0.24 for the same quarter last year.

Revenue for the six months ended December 31, 2016 decreased 2.0%, to $530.8 million from $541.5 million for the same period last year. Freight revenue decreased 0.7%, to $483.8 million in the December 2016 period from $487.1 million in the December 2015 period. The Company posted a loss of $1.6 million in the December 2016 period compared with net income of $18.0 million for the same period last year. Earnings (loss) per diluted share were ($0.06) in the December 2016 period compared with $0.64 for the same period last year.

The decline in net income and earnings per share for the December 2016 quarter was attributable to several factors. The largest component was an approximately $5.0 million, or 12 cents per diluted share, decline in gain on disposition of equipment. This decline related to discontinuing sales of equipment by our Quality Companies subsidiary, sale of fewer tractors and trailers formerly used in our trucking operations, and lower gain on sale per unit due to a weak market for used revenue equipment. The comparison was particularly difficult because the December 2015 quarter included $45 million in tractor sales by Quality and the December 2016 quarter included zero as the business model changed after a sharp drop in the market in 2015. The other factors were related to cost pressures in fuel, insurance, and equipment expense, which more than offset a $1.8 million income from our prior ownership of 19(th) Capital.

Although our financial results for the quarter were disappointing, we achieved several goals during the quarter that we expect to provide support for future improvements:


    --  Successful consummation of our non-controlled joint venture, 19(th)
        Capital Group.
    --  Contributed the asset intensive Quality revenue equipment sales and
        leasing business to 19(th) Capital Group, to complete the conversion of
        Quality to a recurring revenue asset light business with little ongoing
        capital investment.
    --  Sold equipment recorded under assets held for sale, leasing assets held
        for sale, and leasing assets.
    --  Reduced net debt by approximately $64 million during the December
        quarter.
    --  Collected the $31.8 million amount previously recorded under "Other
        assets".
    --  Reallocated approximately 45 tractors from our less profitable irregular
        route truckload business into more profitable operations.

With the joint venture transaction successfully closed, an improvement in the freight market widely expected during 2017, and an operating plan focused on optimizing the allocation of irregular route loads between our asset based and logistics divisions, we expect improved results with the beginning of our 2018 fiscal year.

Trucking Operations
The results of our trucking operations varied according to business niche during the quarter. Our more specialized businesses, such as short-haul regional, bulk, and dedicated, produced solid profitability during the quarter. However, our irregular route, dry van trucking business experienced an operating loss due to weak demand, rate pressure from customers, and increasing costs. Our plan for 2017 is to maintain or grow the specialized businesses, increase our allocation of assets to dedicated contracts, right size the irregular route fleet, and handle non-core irregular route lanes through our non-asset based logistics unit.

Overall, our operating metrics were mixed. Revenue per loaded mile (excluding fuel surcharge) decreased $0.01, or 0.4%, from the December 2015 quarter, and empty miles percentage increased slightly. On a sequential basis, revenue per loaded mile increased $0.05, or 2.5%, primarily due to surge pricing and volumes related to the holiday season, which allowed for decreased dependability on the spot market. Average miles per seated tractor per week increased 57 miles per truck per week, compared to the December 2015 quarter but decreased 30 miles compared to the September 2016 quarter. Average revenue per seated tractor per week improved sequentially and compared with the 2015 quarter.

During the December 2016 quarter, company miles were approximately 73.6 million miles and owner operator miles were approximately 35.4 million miles compared with 76.5 million company miles and 41.0 million owner operator miles during the 2015 quarter. The reduction in total miles resulted from a decrease of 540 in seated truck count compared to the December 2015 quarter (decrease of 249 company trucks and 291 owner operators), primarily due to a planned downsizing of our fleet based on weak freight demand. We anticipate the March quarter to be down approximately 200 additional trucks from December quarter's average with further decisions about fleet size to be made as the year develops.

For the balance of calendar 2017, we intend to manage the fleet size and focus on asset utilization while managing yields as effectively as possible and planning for the expected improvement in freight market dynamics in the second half of 2017. To improve fixed cost absorption, we intend to continue to seek ways to improve company truck utilization, which may consist of turning down existing business in lanes with long delivery windows or converting company solos hauling one-way truckload to two-person driver teams. In January, we implemented a utilization based incentive pay package to increase recruiting efforts for team drivers.

Asset light revenue decreased 6.0%, or $2.0 million from the December 2015 quarter, to $31.0 million. To further our operational goals to drive a denser freight network, as we move through the 2017 bid season, we will bid any lanes outside of our core network for only our asset light business, in order to continue to drive margin, without impacting asset operating metrics.

Other revenue, as broken out in key operating statistics, increased $11.8 million from the December 2015 quarter. Approximately $4.0 million of the increase related to a change in presentation due to the newly signed service agreements for Quality's third party maintenance business and maintenance servicing for the leasing portfolio. Correspondingly, there are other expenses related to the maintenance service offering of approximately $3.5 million, of which, $2.5 million is within operating supplies and maintenance expense. Going forward, business related to Quality's maintenance services will be reported on a gross basis through other revenue and expense. Special holiday project revenue is also reported within other revenue, which was $4.4 million in the December 2016 quarter, compared to $4.7 million compared to the December 2015 quarter. Other revenues associated with Quality's leasing services business increased approximately $5.0 million compared to last December quarter. The balance of the increase was related to increased revenue related to local and dedicated business.

Additionally, net fuel expense, insurance and claims expense, and equipment ownership costs negatively impacted our operating margin compared to the December 2015 quarter. Although we reduced the number of operating company trucks and company miles, net fuel expense increased due to higher fuel prices and less fuel surcharge recovery. The quarter reflected higher insurance premium expense in addition to a higher amount of cargo and liability claims expense. This is an area we are combatting with increased focus on risk mitigation related to both volume and severity of claims. Total equipment costs, defined as revenue equipment rental and depreciation and amortization expense, increased compared with the 2015 quarter primarily because of increased rental cost related to the trailer sale leaseback transaction completed in June 2016. Sequentially, these costs decreased to $26.2 million for the December 2016 quarter, compared to $28.9 million for the September 2016 quarter, as a result of fleet downsizing.

Quality Companies - Equipment Leasing and Servicing & 19(th) Capital Group
As previously announced, on December 30, 2016, Celadon and Element Financial entered into a joint venture, 19(th) Capital Group, which combined the leasing portfolios of leasing assets managed by Quality Companies, into one entity. As a result of the transaction, Celadon was able to sell or contribute the assets previously held on the balance sheet in revenue equipment held for sale, leased assets held for sale, and leased assets. Celadon's investment into 19(th) Capital was $100 million, which included $35.3 million in cash, $63.6 million in net equipment assets, and a credit of $1.1 million for undistributed cash in the previous minority owned 19(th) Capital. Celadon also received net cash of $57.8 million at closing, which was used to pay down debt. Shortly before closing of the joint venture, the previous ownership structure of 19(th) Capital was redeemed, and Celadon recognized income of $1.8 million related to the minority ownership in that entity.

Going forward, Quality Companies will service the leasing portfolio of 19(th) Capital in exchange for a monthly servicing fee per tractor. We will record 49.999975% of the joint venture's income or loss under "income (loss) from minority investment" on the income statement. We do not expect to have any material equipment sales and purchases related to the leasing business going forward. However, Quality will continue to dispose of equipment previously used within the trucking operation. The trucking operation will continue to acquire assets separately for its operational needs.

Balance Sheet, Debt, and Cash Flow
At December 31, 2016, we had $371.0 million of stockholders' equity and $374.4 million of debt and capitalized lease obligations, net of $6.1 million in cash. Our earnings before interest, taxes, depreciation, and amortization were $95.6 million for the twelve months ended December 31, 2016. At December 31, 2016, we had $113.9 million drawn under our $250 million revolving line of credit, which was reduced from $300 million on December 30, 2016 as the capital intensive portion of the leasing business was discontinued. At December 31, 2016, we were in compliance with the covenants under our revolving credit facility.

Operating cash flows, excluding net proceeds from the joint venture transactions and associated equipment dispositions, were approximately $9.1 million for the six months ended December 31, 2016 and $18.1 million for the three months ended December 31, 2016. Net capital expenditures for the balance of the fiscal year are expected to be approximately $10-15 million.

Dividend
On January 31, 2017, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending March 31, 2017. The quarterly cash dividend of two cents per share of common stock will be payable on April 21, 2017 to shareholders of record at the close of business on April 7, 2017.

Conference Call Information

Participants can pre-register for the conference call which will be held on February 2, 2017 at 11:00 AM EST 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 1-1-800-697-3291. A webcast replay will be available through April 1, 2017 at http://investors.celadontrucking.com.

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

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: 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.





                                                        CELADON GROUP, INC.

                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (Dollars and shares in thousands except per share amounts)

                                                            (Unaudited)


                                                       For the three months ended                For the six months ended

                                                            December 31,                          December 31,
                                                            ------------                          ------------

                                                               2016                         2015                    2016         2015
                                                               ----                         ----                    ----         ----


    REVENUE:

            Freight revenue                                $242,349                     $249,311                $483,818     $487,123

            Fuel surcharge revenue                           23,376                       26,088                  46,947       54,397
                                                             ------                       ------                  ------       ------

                    Total revenue                           265,725                      275,399                 530,765      541,520


    OPERATING EXPENSES:

            Salaries, wages, and employee
             benefits                                        79,484                       85,877                 162,291      167,354

            Fuel                                             27,311                       26,688                  53,608       54,416

            Purchased transportation                         85,614                       93,948                 175,906      182,978

            Revenue equipment rentals                         9,184                        2,201                  18,652        4,423

            Operations and maintenance                       22,108                       18,243                  41,258       35,849

            Insurance and claims                              9,091                        7,709                  17,347       14,637

            Depreciation and amortization                    16,976                       19,187                  36,308       40,788

            Communications and utilities                      2,578                        2,611                   4,998        4,955

            Operating taxes and licenses                      4,731                        5,532                   9,180       10,504

            General and other operating                       6,289                        4,803                  11,429        9,085

            Gain on disposition of equipment                  (507)                     (5,479)                (1,768)    (18,721)
                                                               ----                       ------                  ------      -------

                    Total operating expenses                262,859                      261,320                 529,209      506,268
                                                            -------                      -------                 -------      -------


                    Operating income                          2,866                       14,079                   1,556       35,252


    Interest expense                                          2,988                        3,758                   6,291        6,910

    Interest income                                             ---                         ---                    ---         ---

    Other (income) expense, net                                (40)                          21                      13          121

    Income from equity method
     investment                                             (1,824)                         ---                (1,955)         ---

                    Income before income taxes                1,742                       10,300                 (2,793)      28,221

    Income tax expense                                          457                        3,685                 (1,226)      10,239
                                                                ---                        -----                  ------       ------

    Net income                                               $1,285                       $6,615                ($1,567)     $17,982
                                                             ======                       ======                 =======      =======


    Income per common share:

            Diluted                                           $0.05                        $0.24                 ($0.06)       $0.64

            Basic                                             $0.05                        $0.24                 ($0.06)       $0.65


            Diluted weighted average shares
             outstanding                                     28,219                       27,940                  28,214       27,953

            Basic weighted average shares
             outstanding                                     27,639                       27,480                  27,627       27,467


                                                                                                              CELADON GROUP, INC

                                                                                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                                     December 31, 2016 and June 30, 2016

                                                                                          (Dollars and shares in thousands except par value amounts)


                                                                                                                                                                                     (unaudited)
                                                                                                                                                                                      ----------

                                                                                                                                                                                     December 31,                                     June 30,

    ASSETS                                                                                                                                                                                               2016                                         2016
                                                                                                                                                                                                         ----                                         ----


    Current assets:

            Cash and cash equivalents                                                                                                                                                                  $6,138                                       $9,077

            Trade receivables, net of allowance for doubtful accounts of $1,716                                                                                                                       133,784                                      134,572
               and $1,588 at December 31, 2016 and June 30, 2016, respectively

            Prepaid expenses and other current assets                                                                                                                                                  50,305                                       38,498

            Tires in service                                                                                                                                                                            4,201                                        3,175

            Leased revenue equipment held for sale                                                                                                                              Leased revenue equipment held for sale                                     24,937

            Revenue equipment held for sale                                                                                                                                     Revenue equipment held for sale                                            44,876

            Income tax receivable                                                                                                                                                                         201                                          473
                                                                                                                                                                                                          ---                                          ---

    Total current assets                                                                                                                                                                              194,629                                      255,608

    Property and equipment, net of accumulated depreciation and amortization of                                                                                                                       610,777                                      636,733
                                                                                             $161,537 and $142,423 at December 31, 2016 and June 30, 2016, respectively

    Leased assets, net of accumulated depreciation and amortization of $0 and $9,717                                                                                    Leased assets, net of accumulated depreciation and amortization of $0 and $9,717   99,300
    at December 31, 2016 and June 30, 2016, respectively

    Tires in service                                                                                                                                                                                    4,167                                        3,603

    Goodwill                                                                                                                                                                                           62,451                                       62,451

    Investment in unconsolidated companies                                                                                                                              Investment in unconsolidated companies                                              2,253

    Investment in joint venture                                                                                                                                                                       100,000

    Other assets                                                                                                                                                                                        9,698                                       43,342
                                                                                                                                                                                                        -----                                       ------

    Total assets                                                                                                                                                                                     $981,722                                   $1,103,290
                                                                                                                                                                                                     ========                                   ==========


    LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

             Accounts payable                                                                                                                                                                         $22,852                                      $26,499

            Accrued salaries and benefits                                                                                                                                                              14,612                                       17,090

            Accrued insurance and claims                                                                                                                                                               21,863                                       20,727

            Accrued fuel expense                                                                                                                                                                        6,451                                        8,258

            Accrued purchase transportation                                                                                                                                                            17,335                                       22,046

            Lease servicing liabilities                                                                                                                                                                11,526                                       15,918

            Other accrued expenses                                                                                                                                                                     28,911                                       29,560

            Current maturities of capital lease obligations                                                                                                                                            84,351                                       51,397

    Total current liabilities                                                                                                                                                                         207,901                                      191,495

            Long term debt, net of current maturities                                                                                                                                                 114,507                                      152,032

            Capital lease obligations, net of current maturities                                                                                                                                      181,608                                      247,383

            Other long term liabilities                                                                                                                                         Other long term liabilities                                                22,227

            Deferred income taxes                                                                                                                                                                     106,676                                      109,138

    Stockholders' equity:

            Common stock, $0.033 par value, authorized 40,000 shares; issued                                                                                                                              948                                          948
              and outstanding 28,709 and 28,715 shares at September 30, 2016 and June 30,
              2016, respectively

            Treasury stock at cost; 500 shares at December 31, 2016 and June 30,                                                                                                                      (3,453)                                     (3,453)
              2016, respectively

            Additional paid-in capital                                                                                                                                                                199,896                                      198,576

            Retained earnings                                                                                                                                                                         215,384                                      218,056

            Accumulated other comprehensive loss                                                                                                                                                     (41,745)                                    (33,112)
                                                                                                                                                                                                      -------                                      -------

    Total stockholders' equity                                                                                                                                                                        371,030                                      381,015
                                                                                                                                                                                                      -------                                      -------

    Total liabilities and stockholders' equity                                                                                                                                                       $981,722                                   $1,103,290
                                                                                                                                                                                                     ========                                   ==========




                                                      Key Operating Statistics


                                                                                        For the three months ended    For the six months ended

                                                                                               December 31,                 December 31,
                                                                                               ------------                 ------------

                                                                                               2016             2015         2016            2015
                                                                                               ----             ----         ----            ----

    Average revenue per loaded mile (*)                                                      $1.909           $1.917       $1.885          $1.891

    Average revenue per total mile (*)                                                       $1.617           $1.629       $1.592          $1.621

    Average revenue per tractor per week (*)                                                 $2,847           $2,775       $2,859          $2,842

    Average miles per seated tractor per week(**)                                             1,761            1,704        1,796           1,753

    Average seated line-haul tractors (**)                                                    4,774            5,314        4,817           5,128

    *Freight revenue excluding fuel surcharge.

    **Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.


    Adjusted Trucking Revenue (^)                                                          $199,701         $217,816     $405,090        $433,279

    Asset Light Revenue                                                                      30,954           32,943       62,608          63,527

    Intermodal Revenue                                                                        8,767           10,177       18,334          21,308

    Other Revenue                                                                            26,303           14,463       51,302          23,406
                                                                                             ------           ------       ------          ------

    Total Revenue                                                                          $265,725         $275,399     $537,334        $541,520
                                                                                           --------         --------     --------        --------

    ^Trucking Revenue for US, Canada, Mexico.  Includes Fuel Surcharge.

For more information:
Joe Weigel
Communications Manager
(800) CELADON Ext. 27006
(317) 972-7006 Direct
jweigel@celadongroup.com

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SOURCE Celadon Group, Inc.