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):

April 29, 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 Tuesday, April 29, 2014, Celadon Group, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the three months ended March 31, 2014, the third 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 99.1.

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 July 3, 2014, and is expected to be paid on July 18, 2014.  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 three months ended March 31, 2014, the third fiscal quarter of the Company's fiscal year ending June 30, 2014, and declaration of 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.

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: April 29,2014	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 three months ended March 31, 2014, the third fiscal quarter of the Company's fiscal year ending June 30, 2014, and declaration of dividend.

EX-99.1 CHARTER

Exhibit 99.1

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

For more information:

Joe Weigel                                                                                                            April 29, 2014

Director of Marketing & Communications

(800) CELADON Ext. 7006

(317) 972-7006 Direct

jweigel@celadontrucking.com

CELADON GROUP REPORTS MARCH QUARTER RESULTS

AND DECLARES DIVIDEND

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

Revenue for the quarter increased 29.1% to $193.2 million in the March 2014 quarter from $149.6 million in the March 2013 quarter.  Freight revenue, which excludes fuel surcharges, increased 31.0% to $155.6 million in the March 2014 quarter from $118.7 million in the March 2013 quarter.  Net income decreased 20.5% to $3.5 million in the 2014 quarter from $4.4 million for the same quarter last year.  Earnings per diluted share decreased to $0.15 in the March 2014 period from $0.19 for the same quarter last year.

For the nine months ended March 31, 2014, revenue increased 24.5% to $561.9 million in 2014 from $451.0 million for the same period last year.  Freight revenue, which excludes fuel surcharges, increased 27.2% to $454.8 million in 2014 from $357.6 million for the same period last year. Net income decreased 24.5% to $15.2 million in 2014 from $20.0 million for the same period last year.  Earnings per diluted share decreased to $0.64 in 2014 from $0.86 for the same period last year.

Paul Will, President and Chief Executive Officer, made the following comments: “Severe weather conditions negatively impacted our results for the March 2014 quarter.  The winter storms encountered were widespread and significantly affected both fleet utilization and operating costs.  Operations, maintenance and fuel expenses increased primarily due to the weather and 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, which includes over 400 tractors from recent acquisitions, has increased to 2.2 years as of March 2014.   We have on order 800 trucks to replace the acquisition equipment and begin to refresh the remaining fleet, which we expect will improve fuel economy and help bring down our overall maintenance costs to more historical levels. Gains on sales of assets were $2.3 million in the March 2014 quarter compared with $0.3 million in the March 2013 quarter. This was primarily the result of the sale of the Company’s independent contractor lease portfolio and associated assets, which represented approximately 600 tractors.

“Although we had operating challenges during the March 2014 quarter, we believe we have taken the right steps to position the Company for future growth. We increased our average seated tractor count by 816, or 31%, to 3,440 in the March 2014 quarter compared to 2,624 in the March 2013 quarter, 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.

“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 March 2014 quarter of approximately 31% over the March 2013 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, transition and weather related costs in the March 2014 quarter that should abate and we believe these costs and future synergies related to the acquisitions should benefit Celadon in future quarters.

“Our average revenue per tractor per week decreased $132, or 4.6%, to $2,752 in the March 2014 quarter, from $2,884 in the March 2013 quarter.  This was attributable to the decreased tractor utilization during the March 2014 quarter due to severe weather.  Our average revenue per loaded mile increased to $1.60 per mile in the March 2014 quarter from $1.56 in the March 2013 quarter.

“Our balance sheet remains solid and we retain significant liquidity to support the growth of our business. At March 31, 2014 we had $239.0 million of stockholders equity.  Our cash flow generated from operations will allow us to effectively continue to execute on our growth strategy.”

On April 29, 2014, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending June 30, 2014.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on July 18, 2014 to shareholders of record at the close of business on July 3, 2014.

Conference Call Information

An investor conference call is scheduled for Wednesday, April 30 at 11:00 a.m. ET.  Management will discuss the results of the quarter.  To pre-register for the call please follow the links on our website at http://investors.celadontrucking.com.  For those without internet access or unable to pre-register, please dial in by calling 1-866-652-5200 (or 412-317-6060) a few minutes prior to the start time. A replay will be available through May 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 in thousands except per share amounts)

(Unaudited)

	For the three months ended						For the nine months ended
	March 31,						March 31,
	2014			2013			2014			2013
REVENUE:
Freight revenue	$	155,552		$	118,736		$	454,750		$	357,647
Fuel surcharge revenue		37,676			30,902			107,176			93,400
Total revenue		193,228			149,638			561,926			451,047
OPERATING EXPENSES:
Salaries, wages, and employee benefits		52,948			40,334			153,506			122,373
Fuel		46,782			35,808			127,304			109,682
Purchased transportation		43,263			32,814			130,606			89,789
Revenue equipment rentals		1,760			1,653			4,989			5,303
Operations and maintenance		14,449			7,912			37,375			23,691
Insurance and claims		5,617			3,495			14,352			10,984
Depreciation and amortization		13,568			13,796			44,417			36,004
Communications and utilities		1,837			1,382			4,676			4,023
Operating taxes and licenses		3,414			2,660			9,539			7,758
General and other operating		2,808			1,748			7,906			5,673
Total operating expenses		186,446			141,602			534,670			415,280
Operating income		6,782			8,036			27,256			35,767
Interest expense		1,357			1,080			3,844			3,743
Interest income		(4	)		---			(8	)		---
Other income, net		(300	)		(400	)		(701	)		(679	)
Income before income taxes		5,729			7,356			24,121			32,703
Income tax expense		2,247			2,978			8,947			12,683
Net income	$	3,482		$	4,378		$	15,174		$	20,020
Income per common share:
Diluted	$	0.15		$	0.19		$	0.64		$	0.86
Basic	$	0.15		$	0.19		$	0.66		$	0.89
Diluted weighted average shares outstanding		23,803			23,522			23,715			23,318
Basic weighted average shares outstanding		23,006			22,730			22,977			22,567

CELADON GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2014 and June 30, 2013

(Dollars and shares in thousands except par value)

	(unaudited)
	March 31,			June 30,
ASSETS	2014			2013
Current assets:
Cash and cash equivalents	$	4,635		$	1,315
Trade receivables, net of allowance for doubtful accounts of $882 and $919 at March 31, 2014 and June 30, 2013, respectively		109,350			77,623
Prepaid expenses and other current assets		25,336			13,434
Tires in service		1,624			1,245
Equipment for resale		4,097			9,923
Income tax receivable		5,780			9,506
Deferred income taxes		4,096			4,342
Total current assets		154,918			117,388
Property and equipment		640,679			612,236
Less accumulated depreciation and amortization		138,158			115,366
Net property and equipment		502,521			496,870
Tires in service		2,300			1,785
Goodwill		23,679			17,730
Investment in joint venture		4,184			4,604
Other assets		4,045			2,785
Total assets	$	691,647		$	641,162
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,560		$	10,401
Accrued salaries and benefits		10,839			11,197
Accrued insurance and claims		11,653			10,092
Accrued fuel expense		12,741			7,461
Other accrued expenses		35,105			20,070
Current maturities of capital  lease obligations		56,259			25,669
Total current liabilities		135,157			84,890
Long-term debt		105,930			78,137
Capital lease obligations, net of current maturities		140,480			190,625
Deferred income taxes		71,176			61,821
Stockholders' equity:
Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 23,959 and 23,887 shares at March 31, 2014 and June 30, 2013, respectively		791			788
Treasury stock at cost; 500 and 696 shares at March 31, 2014 and June 30, 2013, respectively		(3,453	)		(4,811	)
Additional paid-in capital		105,583			103,749
Retained earnings		145,023			131,224
Accumulated other comprehensive loss		(9,040	)		(5,261	)
Total stockholders' equity		238,904			225,689
Total liabilities and stockholders' equity	$	691,647		$	641,162

Key Operating Statistics

	For the three months ended				For the nine months ended
	March 31,				March 31,
	2014		2013		2014		2013
Average revenue per loaded mile (*)	$	1.597	$	1.558	$	1.609	$	1.564
Average revenue per total mile (*)	$	1.402	$	1.386	$	1.413	$	1.396
Average revenue per tractor per week (*)	$	2,752	$	2,884	$	2,846	$	2,866
Average miles per seated tractor per week(**)		1,963		2,080		2,014		2,054
Average seated line-haul tractors (**)		3,440		2,624		3,294		2,686
*Freight revenue excluding fuel surcharge.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.
Adjusted Trucking Revenue (^)	$	160,634	$	129,273	$	472,405	$	393,632
Asset Light Revenue		14,410		10,493		41,669		32,032
Intermodal Revenue		10,475		5,932		27,733		15,453
Other Revenue		7,708		3,940		20,119		9,929
Total Revenue	$	193,228	$	149,638	$	561,926	$	460,976
^Trucking Revenue for US, Canada, Mexico. Includes Fuel Surcharge.

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