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 28, 2015

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Item 8.01                  Other Events.

The press release also announced that the Company's Board of Directors declared a cash dividend of $0.02 per share of common stock.  The dividend is payable to the Company's shareholders of record as of July 10, 2015, and is expected to be paid on July 24, 2015. 

Item 9.01                  Financial Statements and Exhibits.

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

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 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 29,2015	By:	/s/ Bobby Peavler
		Bobby Peavler
		Principal Accounting Officer

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, 2015, the third fiscal quarter of the Company's fiscal year ending June 30, 2015.

EX-99.1

Exhibit 99.1

	9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON (317) 972-7000
For more information: Joe Weigel Director of Marketing & Communications (800) CELADON Ext. 7006 (317) 972-7006 Direct jweigel@celadontrucking.com	April 28, 2015

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 and nine months ended March 31, 2015, the third fiscal quarter of the Company’s fiscal year ending June 30, 2015.

Revenue for the quarter increased $38.5 million, or 19.9%, to $231.7 million in the March 2015 quarter from $193.2 million in the March 2014 quarter.  Freight revenue, which excludes fuel surcharges, increased $46.1 million, or 29.6%, to $201.7 million in the March 2015 quarter from $155.6 million in the March 2014 quarter.  Net income increased $5.1 million, or 146.7%, to $8.6 million in the 2015 quarter from $3.5 million for the same quarter last year.  Earnings per diluted share increased $0.21, or 140.0 %, to $0.36 in the March 2015 period from $0.15 for the same quarter last year.

For the nine months ended March 31, 2015, revenue increased $85.6 million, or 15.2%, to $647.5 million in 2015 from $561.9 million for the same period last year.  Freight revenue, which excludes fuel surcharges, increased $91.8 million, or 20.2% to $546.6 million in 2015 from $454.8 million for the same period last year.  Net income increased $10.0 million, or 65.8%, to $25.2 million in 2015 from $15.2 million for the same period last year.  Earnings per diluted share increased $0.41, or 64.1%, to $1.05 in 2015 from $0.64 for the same period last year.

Paul Will, President and Chief Executive Officer, made the following comments: “Freight demand improved during the quarter and was not as negatively impacted from severe weather conditions in the March 2015 quarter as what was experienced in the same period last year.  Operations, maintenance and fuel expenses all decreased as a percentage of revenue in the March 2015 quarter as compared with the March 2014 quarter, which was a result of a newer fleet with more fuel efficient equipment.

“The average age of the Company’s tractor fleet was 1.6 years as of March 2015, which is a reduction from 2.2 years in March 2014.  We have on order 500 trucks to complete the tractor equipment refresh, which is expected to result in continued improved fuel economy and lower overall maintenance costs.  Gains on sales of assets were $5.6 million in the March 2015 quarter compared with $2.3 million in the March 2014 quarter.  Included in the gains on sales of assets is equipment sold independent of the disposition of equipment operated in the existing Celadon fleet by Celadon’s wholly owned Quality Equipment Sales and Leasing entity.

“Our operating statistics continued to improve during the March 2015 quarter, which we believe is continuing to position the Company for future growth.  We increased our average seated tractor count by 731, or 21.2%, to 4,171 in the March 2015 quarter compared to 3,440 in the March 2014 quarter, a significant operating metric improvement that resulted in increased revenue for the quarter.  This increase was a result of increasing the number of Celadon driving school locations, our successful acquisition strategy, and the expansion of our independent contractor fleet.  Our Asset Light Revenue increased $10.5 million, or 72.9%, to $24.9 million in March 2015 from $14.4 million in the same period last year.

“Our primary focus over the past couple of years 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 2015 quarter of approximately 30% over the March 2014 quarter.  This growth strategy should position Celadon to better serve our customers, especially in the near future as we believe truck capacity will continue to tighten for the truckload industry.

“Our average revenue per tractor per week increased $282, or 10.2%, to $3,034 in the March 2015 quarter, from $2,752 in the March 2014 quarter.  This was attributable to the increased revenue per loaded mile, which is a combination of rate increases and higher rate levels from acquired businesses.  Our average revenue per loaded mile increased to $1.80 per mile in the March 2015 quarter from $1.60 in the March 2014 quarter.

“Our balance sheet remains solid and we retain significant liquidity to support the growth of our business.  At March 31, 2015 we had $273.0 million of stockholders’ equity.  Our cash flow generated from operations will allow us to effectively continue to execute on our growth strategy.”

On April 28, 2015, the Board of Directors approved a regular cash dividend to shareholders for the quarter ending June 30, 2015.  The quarterly cash dividend of two cents ($0.02) per share of common stock will be payable on July 24, 2015 to shareholders of record at the close of business on July 10, 2015.

Conference Call Information

An investor conference call is scheduled for Wednesday, April 29 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 March 31,						For the nine months ended March 31,
	2015			2014			2015			2014
REVENUE:
Freight revenue	$	201,727		$	155,552		$	546,636		$	454,750
Fuel surcharge revenue		29,975			37,676			100,852			107,176
Total revenue		231,702			193,228			647,488			561,926
OPERATING EXPENSES:
Salaries, wages, and employee benefits		68,257			52,948			189,048			153,506
Fuel		33,713			46,782			112,897			127,304
Purchased transportation		64,408			43,263			166,273			130,606
Revenue equipment rentals		1,620			1,760			6,859			4,989
Operations and maintenance		15,539			14,449			39,768			37,375
Insurance and claims		7,729			5,617			20,626			14,352
Depreciation and amortization		20,457			15,916			53,747			48,707
Communications and utilities		2,183			1,837			6,110			4,676
Operating taxes and licenses		4,369			3,414			11,382			9,539
General and other operating		3,682			2,808			10,564			7,906
Gain on disposition of equipment		(5,583	)		(2,348	)		(14,151	)		(4,290	)
Total operating expenses		216,374			186,446			603,123			534,670
Operating income		15,328			6,782			44,365			27,256
Interest expense		2,130			1,357			5,308			3,844
Interest income		---			(4	)		(7	)		(8	)
Other income, net		(64	)		(300	)		(175	)		(701	)
Income before income taxes		13,262			5,729			39,239			24,121
Income tax expense		4,670			2,247			14,057			8,947
Net income	$	8,592		$	3,482		$	25,182		$	15,174
Income per common share:
Diluted	$	0.36		$	0.15		$	1.05		$	0.64
Basic	$	0.37		$	0.15		$	1.08		$	0.66
Diluted weighted average shares outstanding		24,150			23,803			24,025			23,715
Basic weighted average shares outstanding		23,538			23,006			23,368			22,977

CELADON GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2015 and June 30, 2014

(Dollars and shares in thousands except par value)

	(unaudited)
	March 31,			June 30,
ASSETS	2015			2014
Current assets:
Cash and cash equivalents	$	17,688		$	15,508
Trade receivables, net of allowance for doubtful accounts of $966 and $942 at March 31, 2015 and June 30, 2014, respectively		125,307			105,968
Prepaid expenses and other current assets		35,855			26,288
Tires in service		1,643			2,227
Equipment for resale		41,270			3,148
Income tax receivable		---			6,395
Deferred income taxes		6,452			7,651
Total current assets		228,215			167,185
Property and equipment		801,582			643,888
Less accumulated depreciation and amortization		137,372			151,059
Net property and equipment		664,210			492,829
Tires in service		1,953			2,720
Goodwill		62,487			22,810
Other assets		4,744			5,271
Total assets	$	961,609		$	690,815
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	14,210		$	11,017
Accrued salaries and benefits		14,371			13,902
Accrued insurance and claims		11,767			11,568
Accrued fuel expense		7,524			11,306
Accrued purchase transportation		16,394			10,213
Accrued equipment purchases		21,139			---
Other accrued expenses		45,531			25,490
Current maturities long term debt		2,650			1,440
Current maturities of capital  lease obligations		56,936			67,439
Income taxes payable		469			---
Total current liabilities		190,991			152,375
Capital lease obligations, net of current maturities		261,639			119,665
Long term debt, net of current maturities		154,191			75,436
Other long term liabilities		438			8,061
Deferred income taxes		81,305			76,275
Stockholders' equity:
Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 24,761 and 24,060 shares at March 31, 2015 and June 30, 2014, respectively		817			794
Treasury stock at cost; 500 and 500 shares at March 31, 2015 and June 30, 2014, respectively		(3,453	)		(3,453	)
Additional paid-in capital		115,166			107,579
Retained earnings		183,853			160,068
Accumulated other comprehensive loss		(23,338	)		(5,985	)
Total stockholders' equity		273,045			259,003
Total liabilities and stockholders' equity	$	961,609		$	690,815

Key Operating Statistics

	For the three months endedMarch 31,				For the nine months ended March 31,
	2015		2014		2015		2014
Average revenue per loaded mile (*)	$	1.798	$	1.597	$	1.747	$	1.608
Average revenue per total mile (*)	$	1.615	$	1.402	$	1.556	$	1.411
Average revenue per tractor per week (*)	$	3,034	$	2,752	$	3,055	$	2,843
Average miles per seated tractor per week(**)		1,878		1,963		1,963		2,014
Average seated line-haul tractors (**)		4,171		3,440		3,682		3,294
*Freight revenue excluding fuel surcharge.
**Total seated fleet, including equipment operated by independent contractors and our Mexican subsidiary, Jaguar.
Adjusted Trucking Revenue (^)	$	194,474	$	160,634	$	539,519	$	472,405
Asset Light Revenue		24,913		14,410		63,235		41,669
Intermodal Revenue		7,842		10,475		25,689		27,733
Other Revenue		4,473		7,708		19,045		20,119
Total Revenue	$	231,702	$	193,228	$	647,488	$	561,926
^Trucking Revenue for US, Canada, Mexico. Includes Fuel Surcharge.

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