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):

January 30, 2014

__________________________________________________________________

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 Thursday, January 30, 2014, 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, 2013, the second fiscal quarter of the Company's fiscal year ending June 30, 2014. A copy of the press release is attached to this report as Exhibit 99.

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 4, 2014, and is expected to be paid on April 18, 2014.  A copy of the press release is attached to this report as Exhibit 99.

Item 9.01                  Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	99	Celadon Group, Inc. press release announcing financial and operating results for the three months ended December 31, 2013, the second fiscal quarter of the Company's fiscal year ending June 30, 2014.

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: January 30,2014	By:	/s/ William E. Meek
		William E. Meek
		Executive Vice President, Chief Financial Officer, and Treasurer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99	Celadon Group, Inc. press release announcing financial and operating results for the three months ended December 31, 2013, the second fiscal quarter of the Company's fiscal year ending June 30, 2014.

EX-99

Exhibit 99

	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	January 30, 2014

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 ended December 30, 2013, the second fiscal quarter of the Company’s fiscal year ending June 30, 2014.

Revenue for the quarter increased 30.7% to $193.6 million in the December 2013 quarter from $148.1 million in the December 2012 quarter.  Freight revenue, which excludes fuel surcharges, increased 34.6% to $157.2 million in the December 2013 quarter from $116.8 million in the December 2012 quarter.  Net income decreased 30.5% to $5.1 million in the 2013 quarter from $7.4 million for the same quarter last year.  Earnings per diluted share decreased to $0.22 in the December 2013 period from $0.32 for the same quarter last year.

For the six months ended December 31, 2013, revenue increased 22.3% to $368.7 million in 2013 from $301.4 million for the same period last year.  Freight revenue, which excludes fuel surcharges, increased 25.2% to $299.2 million in 2013 from $238.9 million for the same period last year. Net income decreased 25% to $11.7 million in the December 2013 period from $15.6 million for the same period last year.  Earnings per diluted share decreased to $0.49 in the December 2013 period from $0.67 for the period last year.

Paul Will, President and Chief Executive Officer, made the following comments:  “Operations, maintenance and fuel expenses increased primarily due to older equipment associated with our most recent acquisitions, which will be somewhat alleviated in future periods when those assets are refreshed in a similar fashion to the remaining Celadon fleet.

“The average age of the Company’s tractor fleet was 1.7 years as of December 2013 and the average age of the trailer fleet was 2.4 years as of December 2013.  Gains on sales of assets were $0.8 million in the December 2013 quarter compared with $4.0 million in the December 2012 quarter.

“We are pleased with our overall improvement in our operating statistics.  The increase in average seated tractor count of 720, or 26.7%, to 3,418 in the December 2013 quarter compared with 2,698 in the December 2012 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 as well as our previously announced acquisitions over the past year.  In addition, we completed an acquisition of Osborn Transportation, Inc. based in Rainbow City, AL, during the December 2013 quarter, which operates approximately 190 tractors.

“Our primary focus over the past year has been to expand our service offerings to our customers and grow our capacity of seated tractors, which has resulted in freight revenue growth for the December 2013 quarter of approximately 35% over the December 2012 quarter.  This growth strategy should position Celadon to better serve our customers now and especially in the near future as we believe truck capacity will continue to tighten for the truckload industry.  The business generated from these acquisitions has been instrumental in our ability to add truck capacity and density in our current operating lanes.  Although we have incurred acquisition and transition related costs in the December 2013 quarter that are one-time in nature, we believe these costs and future synergies related to these transactions should benefit Celadon in future quarters.

“Our average revenue per tractor per week increased $65, or 2.3%, to $2,880 in the December 2013 quarter, from $2,815 in the December 2012 quarter.  In addition, our average revenue per loaded mile increased to $1.63 per mile in the December 2013 quarter from $1.57 in the December 2012 quarter.

“Our balance sheet remains solid and we retain significant liquidity to support the growth of our business. At December 31, 2013 we had $237.9 million of stockholders equity December 2013 quarter.  Our increased cash flow generated from operations will allow us to effectively continue to execute on our growth strategy.”

On January 30, 2014, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending April 30, 2014.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on April 18, 2014 to shareholders of record at the close of business on April 4, 2014.

Conference Call Information

An investor conference call is scheduled for Friday, January 31 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 dial800-774-6070 (or 630-691-2753) pin number 9330176 a few minutes prior to the start time.  A replay will be available through February 28 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 six months ended
	December 31,						December 31,
	2013			2012			2013			2012
REVENUE:
Freight revenue	$	157,241		$	116,794		$	299,197		$	238,910
Fuel surcharge revenue		36,354			31,318			69,500			62,499
Total revenue		193,595			148,112			368,697			301,409
OPERATING EXPENSES:
Salaries, wages, and employee benefits		53,905			41,639			100,558			82,040
Fuel		43,679			36,422			80,522			73,875
Purchased transportation		45,599			28,638			87,343			56,975
Revenue equipment rentals		1,577			1,653			3,229			3,650
Operations and maintenance		11,652			7,713			22,925			15,779
Insurance and claims		4,595			3,988			8,735			7,489
Depreciation and amortization		15,921			9,534			30,849			22,208
Communications and utilities		1,475			1,349			2,839			2,641
Operating taxes and licenses		3,293			2,509			6,125			5,097
General and other operating		2,956			2,076			5,098			3,924
Total operating expenses		184,652			135,521			348,223			273,678
Operating income		8,943			12,591			20,474			27,731
Interest expense		1,263			1,172			2,487			2,663
Interest income		(4	)		---			(4	)		---
Other income		(159	)		(316	)		(400	)		(279	)
Income before income taxes		7,843			11,735			18,391			25,347
Income tax expense		2,717			4,355			6,699			9,706
Net income	$	5,126		$	7,380		$	11,692		$	15,641
Income per common share:
Diluted	$	0.22		$	0.32		$	0.49		$	0.67
Basic	$	0.22		$	0.33		$	0.51		$	0.70
Diluted weighted average shares outstanding		23,679			23,248			23,671			23,214
Basic weighted average shares outstanding		22,995			22,587			22,963			22,485

CELADON GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2013 and June 30, 2013

(Dollars and shares in thousands except par value)

	(unaudited)
	December 31,			June 30,
ASSETS	2013			2013
Current assets:
Cash and cash equivalents	$	15,196		$	1,315
Trade receivables, net of allowance for doubtful accounts of $853 and $919 at December 31, 2013 and June 30, 2013, respectively		93,227			77,623
Prepaid expenses and other current assets		31,958			13,434
Tires in service		1,434			1,245
Equipment for resale		6,701			9,923
Income tax receivable		---			9,506
Deferred income taxes		4,085			4,342
Total current assets		152,601			117,388
Property and equipment		675,985			612,236
Less accumulated depreciation and amortization		132,100			115,366
Net property and equipment		543,885			496,870
Tires in service		2,098			1,785
Goodwill		23,686			17,730
Investment in joint venture		3,972			4,604
Other assets		3,878			2,785
Total assets	$	730,120		$	641,162
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,166		$	10,401
Accrued salaries and benefits		12,038			11,197
Accrued insurance and claims		11,600			10,092
Accrued fuel expense		9,158			7,461
Other accrued expenses		31,274			20,070
Income taxes payable		2,203			--
Current maturities of capital lease obligations		48,300			25,669
Total current liabilities		122,739			84,890
Long-term debt		151,908			78,137
Capital lease obligations, net of current maturities		154,927			190,625
Deferred income taxes		62,613			61,821
Stockholders' equity:
Common stock, $0.033 par value, authorized  40,000 shares; issued and outstanding 23,827 and 23,887 shares at December 31, 2013 and June 30, 2013, respectively		786			788
Treasury stock at cost; 537 and 696 shares at December 31, 2013 and June 30, 2013, respectively		(3,711	)		(4,811	)
Additional paid-in capital		105,029			103,749
Retained earnings		142,001			131,224
Accumulated other comprehensive loss		(6,172	)		(5,261	)
Total stockholders' equity		237,933			225,689
Total liabilities and stockholders' equity	$	730,120		$	641,162

Key Operating Statistics

	For the three months ended				For the six months ended
	December 31,				December 31,
	2013		2012		2013		2012
Average revenue per loaded mile (*)	$	1.632	$	1.571	$	1.615	$	1.567
Average revenue per total mile (*)	$	1.430	$	1.398	$	1.419	$	1.400
Average revenue per tractor per week (*)	$	2,880	$	2,815	$	2,896	$	2,858
Average miles per seated tractor per week(**)		2,014		2,014		2,042		2,041
Average seated line-haul tractors (**)		3,418		2,698		3,221		2,717
*Freight revenue excluding fuel surcharge.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.
Adjusted Trucking Revenue (^)	$	164,113	$	130,058	$	311,771	$	264,360
Asset Light Revenue		14,041		10,677		27,259		21,539
Intermodal Revenue		9,734		4,353		17,257		9,521
Other Revenue		5,707		3,025		12,410		5,989
Total Revenue	$	193,595	$	148,112	$	368,697	$	301,409
^Trucking Revenue for US, Canada, Mexico. Includes Fuel Surcharge.

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