8-K

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):

July 29, 2013

__________________________________________________________________

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)

(317) 972-7000

(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))

Item 2.02                  Results of Operations and Financial Condition.

On Monday, July 29, 2013, Celadon Group, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the fourth fiscal quarter and fiscal year ended June 30, 2013.  A copy of the press release is attached to this report as Exhibit 99.1.

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 fourth fiscal quarter and fiscal year ended June 30, 2013.

The information contained in this report (Items 2.02 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. 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.

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: July 29,2013	By:	/s/ William E. Meek
		William E. Meek
		Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Celadon Group, Inc. press release announcing financial and operating results for the fourth fiscal quarter and fiscal year ended June 30, 2013.

EX-99.1

Exhibit 99.1

  9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON (317) 972-7000

For more information:
Jeryl Desjarlais Communications Manager (800) CELADON Ext. 7070 (317) 972-7070 Direct jdesjarlais@celadongroup.com	July 29, 2013

CELADON GROUP REPORTS JUNE QUARTER AND FULL FISCAL YEAR RESULTS

AND DECLARES DIVIDEND

INDIANAPOLIS – Celadon Group Inc. (NYSE : CGI) today reported its financial and operating results for the three months ended June 30, 2013, the fourth fiscal quarter of the Company’s fiscal year ending June 30, 2013.

Revenue for the quarter increased 3.2% to $162.6 million in the 2013 quarter from $157.5 million in the 2012 quarter.  Freight revenue, which excludes fuel surcharges, increased 5.7% to $131.4 million in the 2013 quarter from $124.3 million in the 2012 quarter.  Net income decreased 20.0% to $7.2 million in the 2013 quarter from $9.0 million for the same quarter last year.  Earnings per diluted share decreased 20.5% to $0.31 in the 2013 quarter from $0.39 for the same quarter last year.

For the fiscal year ended June 30, 2013, revenue increased 2.4% to $613.6 million in 2013 from $599.0 million for the same period last year.  Freight revenue, which excludes fuel surcharges, increased 2.9% to $489.0 million in 2013 from $475.1 million for the same period last year. Net income increased 7.1% to $27.3 million in 2013 from $25.5 million for the same period last year.  Earnings per diluted share increased 4.5% to $1.17 in 2013 from $1.12 for the same period last year.

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 146, or 5.6%, to 2,770 in the June 2013 quarter compared with 2,624 in the March 2013 quarter was a significant operating metric improvement that resulted in increased revenue for the quarter.  This increase was a result of expanding our recruiting efforts at terminal locations, having established a driving school and training program at our Indianapolis headquarters as well as the previously announced Hyndman acquisition which was completed in May 2013.  Our average revenue per tractor per week increased $43, or 1.5%, to $2,941 in the June 2013 quarter, from $2,898 in the March 2013 quarter.  In addition, our average revenue per loaded mile increased to $1.59 per mile in the June 2013 quarter from $1.55 in the June 2012 quarter.

“The average age of the Company’s tractor fleet was 1.4 years as of June 2013, compared to 1.5 years as of June 2012 and the average age of the trailer fleet was 2.2 years as of June 2013 compared with 2.8 years as of June 2012.  Gains on sales of assets were $0.6 million in the June 2013 quarter compared with $3.2 million in the June 2012 quarter.  The Company has completed its current tractor and trailer refresh cycle.

“We believe we have put in place a lean cost structure, upgraded and expanded the fleet to one of the newest in the industry, broadened service offerings to customers, and positioned the Company to allow it to expand margins and profitability.

“Our balance sheet remains solid and we retain significant liquidity to support the growth of our business. At June 30, 2013, we had $225.7 million of stockholders' equity and our earnings before interest, taxes, depreciation and amortization was $27.7 million in the current June 2013 quarter.  Our increased cash flow generated from operations will allow us to effectively continue to execute on our growth strategy.”

On July 28, 2013, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending June 30, 2013.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on October 18, 2013 to shareholders of record at the close of business on October 4, 2013.

Conference Call Information

An investor conference call is scheduled for Tuesday, July, 30, at 11:00 a.m. ET.  Management will discuss the results of the quarter.  To listen and participate in a questions-and-answers exchange, simply dial855-410-0553 (or 646-583-7389) pin number 720996 a few minutes prior to the start time.  A replay will be available through August 30 at http://investors.celadontrucking.com.

Celadon Group Inc. (www.celadongroup.com), through its subsidiaries, primarily provides long-haul, full-truckload freight service across the United States, Canada and Mexico.  The company also owns Celadon Logistics Services, which provides freight brokerage; Celadon Dedicated Services, which provides supply chain management solutions, such as warehousing and dedicated fleet services.

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 -

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 year ended
	June 30,					June 30,
	2013			2012		2013			2012
REVENUE:
Revenue, before fuel surcharge	$	131,388		$	124,286	$	489,035		$	475,116
Fuel surcharge revenue		31,213			33,198		124,613			123,836
Total revenue		162,601			157,484		613,648			598,952
OPERATING EXPENSES:
Salaries, wages, and employee benefits		43,111			42,106		165,485			158,948
Fuel		34,124			39,425		143,807			156,207
Purchased transportation		35,953			27,597		125,741			108,866
Revenue equipment rentals		1,670			1,749		6,973			5,986
Operations and maintenance		8,979			9,079		32,669			39,189
Insurance and claims		4,267			3,653		15,251			13,899
Depreciation and amortization		14,763			11,707		50,766			47,214
Communications and utilities		1,384			1,310		5,408			4,292
Operating taxes and licenses		2,693			2,672		10,451			10,308
General and other operating		2,752			2,250		8,420			7,284
Total operating expenses		149,696			141,548		564,974			552,193
Operating income		12,905			15,936		48,672			46,759
Interest expense		1,188			1,395		4,931			5,684
Interest income		0			0		0			(56	)
Other (income) expense, net		(315	)		285		(994	)		(412	)
Income before income taxes		12,032			14,256		44,735			41,543
Income tax expense		4,788			5,291		17,471			16,007
Net income	$	7,244		$	8,965	$	27,264		$	25,536
Income per common share:
Diluted	$	0.31		$	0.39	$	1.17		$	1.12
Basic	$	0.32		$	0.40	$	1.20		$	1.15
Diluted weighted average shares outstanding		23,617			23,140		23,393			22,872
Basic weighted average shares outstanding		22,861			22,356		22,640			22,264

Key Operating Statistics

	For the three months ended				For the year ended
	June 30,				June 30,
	2013		2012		2013		2012
Average revenue per loaded mile (*)	$	1.588	$	1.554	$	1.563	$	1.535
Average revenue per total mile (*)	$	1.404	$	1.383	$	1.390	$	1.367
Average revenue per tractor per week (*)	$	2,941	$	2,928	$	2,891	$	2,876
Average miles per seated tractor per week(**)		2,081		2,096		2,061		2,098
Average seated line-haul tractors (**)		2,770		2,808		2,707		2,705
*Freight revenue excluding fuel surcharge and our Mexican subsidiary Jaguar.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.

CELADON GROUP, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2013 and June 30, 2012

(Dollars and shares in thousands except par value amounts)

	(unaudited)
	June 30,			June 30,
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 at June 30, 2013 and June 30, 2012, respectively		77,623			67,615
Prepaid expenses and other current assets		13,434			10,910
Tires in service		1,246			1,805
Equipment held for resale		9,923			7,908
Income Tax Receivable		3,193			---
Deferred income taxes		4,340			4,160
Total current assets		111,074			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 unconsolidated companies		4,603			3,491
Other assets		2,785			1,531
Total assets	$	634,847		$	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			6,029
Other accrued expenses		20,070			17,911
Current maturities of capital lease obligations		25,669			45,135
Income taxes payable		(0	)		1,483
Total current liabilities		84,890			102,284
Capital lease obligations, net of current maturities		190,625			185,436
Long term debt, net of current maturities		78,137			---
Deferred income taxes		55,506			38,210
Stockholders' equity:
Common stock, $0.033 par value, authorized  40,000 shares; issued and outstanding 23,886 and 23,984 shares at June 30, 2013 and June 30, 2012, respectively		788			791
Treasury stock at cost; 696 and 1,155 shares at June 30, 2013 and June 30, 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	$	634,847		$	520,711

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