Celadon (CGIP) 10-Q 9 Nov 15 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Nov. 09, 2015
Entity Registrant Name	CELADON GROUP INC
Entity Central Index Key	865,941
Current Fiscal Year End Date	--06-30
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		27,851,827
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING REVENUE:
Freight revenue	$ 237,812	$ 157,704
Fuel surcharge revenue	28,309	35,712
Total revenue	266,121	193,416
OPERATING EXPENSES:
Salaries, wages, and employee benefits	81,478	57,222
Fuel	27,728	39,985
Purchased transportation	89,031	43,637
Revenue equipment rentals	2,222	2,590
Operations and maintenance	17,606	11,240
Insurance and claims	6,928	5,676
Depreciation and amortization	21,601	15,556
Communications and utilities	2,344	1,830
Operating taxes and licenses	4,971	3,315
General and other operating	4,282	3,455
Gain on disposition of equipment	(13,242)	(4,558)
Total operating expenses	244,949	179,948
Operating income	21,172	13,468
Interest expense	3,152	1,169
Other (income) expense	100	(78)
Income before income taxes	17,920	12,377
Income tax expense	6,553	4,329
Net income	$ 11,367	$ 8,048
Income per common share:
Diluted (in dollars per share)	$ 0.41	$ 0.34
Basic (in dollars per share)	$ 0.41	$ 0.35
Diluted weighted average shares outstanding (in shares)	27,966	23,934
Basic weighted average shares outstanding (in shares)	27,453	23,240

Condensed Consolidated Stateme3

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Net income	$ 11,367	$ 8,048
Other comprehensive income (loss):
Unrealized gain (loss) on fuel derivative instruments, net of tax	(476)
Unrealized gain (loss) on currency derivative instruments, net of tax		(35)
Foreign currency translation adjustments, net of tax	(9,431)	(3,852)
Total other comprehensive income (loss)	(9,907)	(3,887)
Comprehensive income	$ 1,460	$ 4,161

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015
Current assets:
Cash and cash equivalents	$ 24,844	$ 24,699
Trade receivables, net of allowance for doubtful accounts of $1,385 and $1,002 at September 30, 2015 and June 30, 2015, respectively	134,916	130,892
Prepaid expenses and other current assets	44,664	33,267
Tires in service	2,174	1,857
Equipment held for resale	175,125	102,447
Income tax receivable	10,440	17,926
Deferred income taxes	6,553	7,083
Total current assets	398,716	318,171
Property and equipment	932,867	935,976
Less accumulated depreciation and amortization	142,400	147,446
Net property and equipment	790,467	788,530
Tires in service	2,587	2,173
Goodwill	57,130	55,357
Investment in unconsolidated companies	2,000
Other assets	11,321	11,458
Total assets	1,262,221	1,175,689
Current liabilities:
Accounts payable	17,042	13,699
Accrued salaries and benefits	15,147	16,329
Accrued insurance and claims	16,486	14,808
Accrued fuel expense	10,345	10,979
Accrued purchased transportation	20,795	16,259
Accrued equipment purchases	21,307	775
Deferred leasing revenue	40,696	31,872
Other accrued expenses	25,657	31,835
Current maturities of long term debt	781	948
Less current maturities	65,390	62,992
Total current liabilities	233,646	200,496
Non-current portion	385,998	366,452
Long term debt	162,635	133,199
Other long term liabilities	500	953
Deferred income taxes	111,433	108,246
Stockholders' equity:
Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 28,352 and 28,342 shares at September 30, 2015 and June 30, 2015, respectively	936	935
Treasury stock at cost; 500 shares at September 30, 2015 and June 30, 2015, respectively	(3,453)	(3,453)
Additional paid-in capital	196,436	195,682
Retained earnings	206,230	195,412
Accumulated other comprehensive loss	(32,140)	(22,233)
Total stockholders' equity	368,009	366,343
Total liabilities and stockholders' equity	$ 1,262,221	$ 1,175,689

Condensed Consolidated Balance5

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2015	Jun. 30, 2015
Trade receivables, allowance for doubtful accounts	$ 1,385	$ 1,002
Common stock, par value (in dollars per share)	$ 0.033	$ 0.033
Common stock, shares authorized (in shares)	40,000	40,000
Common stock, shares issued (in shares)	28,352	28,342
Common stock, shares outstanding (in shares)	28,352	28,342
Treasury stock, shares (in shares)	500	500

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 11,367	$ 8,048
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	21,730	15,625
Gain on sale of equipment	(13,242)	(4,558)
Stock based compensation	747	720
Deferred income taxes	4,005	2,775
Provision for doubtful accounts	144	60
Changes in assets and liabilities:
Trade receivables	(2,095)	5,370
Income taxes	7,175	1,845
Tires in service	(773)	555
Prepaid expenses and other current assets	(11,735)	(17,213)
Other assets	(2,894)	(170)
Accounts payable and accrued expenses	36,270	$ (4,208)
Equipment held for resale	(73,506)
Net cash (used in) provided by operating activities	(22,807)	$ 8,849
Cash flows from investing activities:
Purchase of property and equipment	(67,442)	(78,828)
Proceeds on sale of property and equipment	115,490	71,927
Purchase of businesses, net of cash acquired	(12,604)	$ (10,048)
Investment in unconsolidated entity	(2,000)
Net cash provided by (used in) investing activities	33,444	$ (16,949)
Cash flows from financing activities:
Proceeds from borrowings on long-term debt	303,520	162,100
Payments on bank borrowing on long-term debt	(275,138)	(133,100)
Principal payments under capital lease obligations	(38,885)	(26,648)
Dividends paid	(549)	(464)
Proceeds from issuance of common stock	7	852
Net cash (used in) provided by financing activities	(11,045)	2,740
Effect of exchange rates on cash and cash equivalents	553	(51)
Increase (Decrease) in cash and cash equivalents	145	(5,411)
Cash and cash equivalents at beginning of period	24,699	15,508
Cash and cash equivalents at end of period	24,844	10,097
Supplemental disclosure of cash flow information:
Interest paid	3,152	1,181
Income taxes paid	81	4,200
Lease obligation incurred in the purchase of equipment	$ 60,828	$ 41,695

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. Basis of Presentation References in this Report on Form 10-Q to "we," "us," "our," "Celadon," the "Company," or similar terms refer to Celadon Group, Inc. and its consolidated subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of Celadon Group, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America and Regulation S-X, instructions to Form 10-Q, and other relevant rules and regulations of the Securities and Exchange Commission (the "SEC"), as applicable to the preparation and presentation of interim financial information. Certain information and footnote disclosures have been omitted or condensed pursuant to such rules and regulations. We believe all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results of operations in interim periods are not necessarily indicative of results for a full year. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2015. The preparation of the financial statements in conformity with United States generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 2 - Earnings Per Share

Note 2 - Earnings Per Share	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Earnings Per Share [Text Block]	2. Earnings Per Share (in thousands, except per share data) A reconciliation of the basic and diluted earnings per share is as follows: For the three months ended September 30, 201 5 201 4 Weighted average common shares outstanding – basic 27,453 23,240 Dilutive effect of stock options and unvested restricted stock units 513 694 Weighted average common shares outstanding – diluted 27,966 23,934 Net income $ 11,367 $ 8,048 Earnings per common share: Basic $ 0.41 $ 0.35 Diluted $ 0.41 $ 0.34 For the three months ended September 30, 2015 and September 30, 2014, there were no shares classified as anti-dilutive.

Note 3 - Stock Based Compensati

Note 3 - Stock Based Compensation	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	3. Stock Based Compensation The following table summarizes the components of our stock based compensation program expense (in thousands): For the three months ended September 30, 201 5 201 4 Stock compensation expense for options, net of forfeitures $ 0 $ 24 Stock compensation expense for restricted stock, net of forfeitures 747 696 Total stock compensation expense $ 747 $ 720 As of September 30, 2015, we have no unrecognized compensation cost related to unvested options granted under our 2006 Omnibus Incentive Plan, as amended (the "2006 Plan"). A summary of the award activity of our stock option plans as of September 30, 2015, and changes during the three-month period then ended is presented below: Options Options Totals Weighted-Average Exercise Price per Share Outstanding at July 1, 2015 295,789 $ 9.47 Granted --- --- Vested and Issued 9,950 $ 12.61 Forfeited --- --- Outstanding at September 30, 2015 285,839 $ 9.36 Exercisable at September 30, 2015 285,839 $ 9.36 As of September 30, 2015, we also have approximately $6.2 million of unrecognized compensation expense related to restricted stock awards, which is anticipated to be recognized over a weighted-average period of 2.5 years and a total period of 3.4 years. A summary of the restricted stock award activity under the 2006 Plan as of September 30, 2015, and changes during the three-month period then ended is presented below: Number of Restricted Stock Awards Weighted-Average Grant Date Fair Value Unvested at July 1, 2015 396,366 $ 21.13 Granted --- --- Vested and Issued 3,000 $ 14.36 Forfeited 420 $ 22.00 Outstanding at September 30, 2015 392,946 $ 21.18 The grant date fair value of each restricted stock award is based on the closing market price on the date of grant.

Note 4 - Segment Information

Note 4 - Segment Information	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Segment Reporting Disclosure [Text Block]	4. Segment Information We have three reportable segments comprised of an asset-based segment, an asset-light based segment and an equipment leasing and services segment. Our asset-based segment includes our asset-based dry van carrier and rail services, which are geographically diversified but have similar economic and other relevant characteristics, as they all provide truckload carrier services of general commodities to a similar class of customers. Our asset-light based segment consists of our warehousing, brokerage, and less-than-truckload ("LTL") operations. Our equipment leasing and services segment consists of tractor and trailer sales and leasing. This segment also includes revenues from insurance, maintenance, and other ancillary services that we provide for independent contractors. We have determined that these segments qualify as reportable segments under ASC 280-10, Segment Reporting Operating Revenue For the three months ended September 30, 2015 2014 Asset-based $ 230,775 $ 176,869 Asset-light based 30,584 16,547 Equipment leasing and services 4,762 --- Total $ 266,121 $ 193,416 Operating Income For the three months ended September 30, 2015 2014 Asset-based $ 7,383 $ 11,249 Asset-light based 3,928 2,219 Equipment leasing and services 9,861 --- Total $ 21,172 $ 13,468 Results of the Equipment leasing and services segment prior to the current fiscal year are impracticable to discern due to the way we had costs integrated with our asset-based segment. Information as to our operating revenue by geographic area is summarized below (in thousands). We allocate operating revenue based on the country of origin of the tractor hauling the freight: Operating Revenue For the three months ended September 30, 2015 2014 United States $ 232,710 $ 153,186 Canada 21,944 29,206 Mexico 11,467 11,024 Consolidated $ 266,121 $ 193,416

Note 5 - Income Taxes

Note 5 - Income Taxes	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Income Tax Disclosure [Text Block]	5. Income Taxes Our effective income tax rate was 36.6% for the three-month period ended September 30, 2015, compared with 35.0% for the three-month period ended September 30, 2014. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates, nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits. The change in the proportion of income from domestic and foreign sources affects our effective tax rate. Income tax expense also varies from the amount computed by applying the statutory federal tax rate to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of the per diem pay structure for drivers. Under this pay structure, drivers who meet the requirements and elect to receive per diem pay are generally required to receive non-taxable per diem pay in lieu of a portion of their taxable wages. This per diem program increases our drivers’ net pay per mile, after taxes, while decreasing gross pay, before taxes. As a result, salaries, wages, and employee benefits are slightly lower, and our effective income tax rate is higher than the statutory rate. Generally, as pre-tax income increases, the impact of the driver per diem program on our effective tax rate decreases because aggregate per diem pay becomes smaller in relation to pre-tax income. Due to the partially nondeductible effect of per diem pay, our tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to be paid under this pay structure. We follow ASC Topic 740-10-25 in accounting for uncertainty in income taxes ("Topic 740"). Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We account for any uncertainty in income taxes by determining whether it is more likely than not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the appropriate taxing authority based on the technical merits of the position. In that regard, we have analyzed filing positions in our federal and applicable state tax returns as well as in all open tax years. The only periods subject to examination for our federal returns are the 2011 through 2013 tax years. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our consolidated financial position, results of operations, or cash flows. As of September 30, 2015, we recorded a $0.5 million liability for unrecognized tax benefits, a portion of which represents penalties and interest.

Note 6 - Commitments and Contin

Note 6 - Commitments and Contingencies	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	6. Commitments and Contingencies We are party to certain lawsuits in the ordinary course of business. We are not currently party to any proceedings which we believe will have a material adverse effect on our consolidated financial position or operations. Our subsidiary has been named as the defendant in Wilmoth et al. v. Celadon Trucking Services, Inc., a class action proceeding. A summary judgment was recently granted in favor of the plaintiffs. We have appealed this judgment. We believe that we will be successful on appeal, but that it is also reasonably possible the judgment will be upheld. We estimate the possible range of financial exposure associated with this claim to be between $0 and approximately $5 million. We currently do not have a contingency reserved for this claim, but will continue to monitor the progress of this claim to determine if a reserve is necessary in the future. We have been named as the defendant in Day et al. v. Celadon Trucking Services, Inc., a class action proceeding. A judgment was recently granted in favor of the plaintiffs. We have appealed this judgment. We believe that we will be successful on appeal, but that it is also reasonably possible the judgment will be upheld. We estimate the possible range of financial exposure associated with this claim to be between $0 and approximately $2 million. We currently do not have a contingency reserved for this claim, but will continue to monitor the progress of this claim to determine if a reserve is necessary in the future. We have outstanding commitments to purchase approximately $23.3 million of revenue equipment at September 30, 2015. Standby letters of credit, not reflected in the accompanying condensed consolidated financial statements, aggregated approximately $2.2 million at September 30, 2015. In addition, at September 30, 2015, 500,000 treasury shares were held in a trust as collateral for self-insurance reserves.

Note 7 - Lease Obligations and

Note 7 - Lease Obligations and Long-Term Debt	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Leases of Lessee Disclosure [Text Block]	7. Lease Obligations and Long-Term Debt Leases We lease certain revenue and service equipment under long-term lease agreements, payable in monthly installments. Equipment obtained under a capital lease is reflected on our condensed consolidated balance sheet as owned and the related leases bear interest rates ranging from 1.4% to 3.6% per annum maturing at various dates through 2022. Assets held under operating leases are not recorded on our condensed consolidated balance sheet. We lease revenue and service equipment under non-cancellable operating leases expiring at various dates through December 2018. Long-Term Debt We had debt, excluding capital leases, of $163.4 million at September 30, 2015, of which $162.0 million relates to our credit facility. Debt includes revenue equipment installment notes of $1.4 million with an average interest rate of 4.6 percent at September 30, 2015, due in monthly installments with final maturities at various dates through June 2019. Future minimum lease payments relating to capital leases and operating leases as of September 30, 2015 (in thousands): Capital Leases Operating Leases 2016 $ 74,935 $ 4,888 2017 92,959 1,548 2018 187,005 5,855 2019 46,051 1,559 2020 24,853 --- Thereafter 54,882 --- Total minimum lease payments $ 480,685 $ 13,850 Less amounts representing interest 29,297 Present value of minimum lease payments 451,388 Less current maturities 65,390 Non-current portion $ 385,998

Note 8 - Fair Value Measurement

Note 8 - Fair Value Measurements	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Fair Value Disclosures [Text Block]	8. Fair Value Measurements ASC 820-10 Fair Value Measurements Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 – Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability. In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and liabilities (in thousands) that are required to be measured at fair value as of September 30, 2015, and June 30, 2015. Level 1 Level 2 Level 3 Balance Balance Balance Balance Balance Balance Balance Balance at at at at at at at at September June September June September June September June 30, 30, 30, 30, 30, 30, 30, 30, 2015 2015 2015 2015 2015 2015 2015 2015 Foreign currency derivatives $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- Fuel derivatives (760 ) --- --- --- (760 ) --- --- --- We pay a fixed contract rate for foreign currency. The fair value of foreign currency forward contracts is based on the valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. Our other financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and capital lease obligations. At September 30, 2015 the fair value of these instruments were approximated by their carrying values.

Note 9 - Fuel Derivatives

Note 9 - Fuel Derivatives	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Derivative Instruments and Hedging Activities Disclosure [Text Block]	9. Fuel Derivatives We have entered into futures contracts relating to 5,292,000 total gallons of diesel fuel, or 336,000 gallons per month for October 2015 through February 2017, approximately 10.0% of our monthly projected fuel requirements through February 2017. Under these contracts, we pay a fixed rate per gallon of heating oil and receive the monthly average price of New York heating oil per the NYMEX. We have done retrospective and prospective regression analyses that showed the changes in the prices of diesel fuel and heating oil were deemed to be highly effective based on the relevant authoritative guidance. Accordingly, we have designated the respective hedges as cash flow hedges. We perform both a prospective and retrospective assessment of the effectiveness of our hedge contracts at inception and quarterly. If our analysis shows that the derivatives are not highly effective as hedges, we will discontinue hedge accounting for the period and prospectively recognize changes in the fair value of the derivative being recognized through earnings. As a result of our effectiveness assessment at inception and at September 30, 2015, we believe our hedge contracts have been and will continue to be highly effective in offsetting changes in cash flows attributable to the hedged risk. We recognize all derivative instruments at fair value on our condensed consolidated balance sheets in other assets or other accrued expenses. Our derivative instruments are designated as cash flow hedges, thus the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income and will be reclassified into earnings in the same period during which the hedged transactions affect earnings. The effective portion of the derivative represents the change in fair value of the hedge that offsets the change in fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized in other income or expense on our condensed consolidated statements of income. The ineffective portion of the hedge for the quarter ended September 30, 2015 was immaterial and therefore not recognized through earnings. Based on the amounts in accumulated other comprehensive income as of September 30, 2015, and the expected timing of the purchases of the diesel fuel hedged, we expect to reclassify $0.8 million of loss on derivative instruments from accumulated other comprehensive income to our condensed consolidated statement of income, as an offset to fuel expense, due to the actual diesel fuel purchases. The amounts actually realized will depend on the fair values as of the date of settlement. Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties with which we have these agreements. Our credit exposure related to these financial instruments is represented by the fair value of contracts reported as liabilities. To evaluate credit risk, we review each counterparty's audited financial statements and credit ratings and obtain references. Any credit valuation adjustments deemed necessary would be reflected in the fair value of the instrument. As of September 30, 2015, we have not made any such adjustments.

Note 10 - Dividend

Note 10 - Dividend	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Dividend [Text Block]	10 . Dividend

Note 11 - Acquisitions

Note 11 - Acquisitions	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Mergers, Acquisitions and Dispositions Disclosures [Text Block]	1 1 . Acquisitions Immaterial acquisitions for the quarter ended September 30, 2015 In July 2015, we acquired certain assets of Buckler Transport, Inc. (“Buckler”) in Roulette, PA, for $13.7 million. The assets acquired include tractors and trailers that we intend to operate in the short term. We used borrowings under our existing credit facility to fund the purchase price. The purposes of the acquisition were to offer employment opportunities to Buckler drivers and to diversify into the hot asphalt and fracking industry.

Note 12 - Goodwill and Other In

Note 12 - Goodwill and Other Intangible Assets	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Goodwill and Intangible Assets Disclosure [Text Block]	1 2 . Goodwill and Other Intangible Assets The acquired intangible assets, included in the condensed consolidated balance sheet within other assets, relate to customer relations acquired through acquisition in fiscal 2015. There have been no additions to intangible assets in fiscal 2016. All previously acquired intangibles relate to our asset-based business. The intangible assets are being amortized on a straight-line basis through 2041 (dollar amounts below in thousands). Intangibles June 30, 2015 Current Year Additions September 30, 2015 Gross carrying amount $ 8,096 --- $ 8,096 Accumulated amortization 1,048 $ 41 1,089 $ 7,048 $ 41 $ 7,007 The additions to goodwill relate to the Buckler acquisition of $1.8 million. The Buckler related goodwill is tax deductible (dollar amounts below in thousands). Goodwill June 30, 2015 Current year Additions September 30, 2015 Asset-based $ 53,989 $ 1,773 $ 55,762 Asset-light based $ 1,368 --- $ 1,368 Total Goodwill $ 55,357 $ 1,773 $ 57,130

Note 13 - Equipment Sales and S

Note 13 - Equipment Sales and Services Segment	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Property, Plant and Equipment Disclosure [Text Block]	1 3 . Equipment Leasing and Services Segment We routinely sell equipment to Element Financial Corp. ("Element") under our agreement with Element for use by independent contractors. Total net sales proceeds of units purchased with the intent to sell during the quarter ended September 30, 2015 were $152.5 million. In accordance with ASC 605-45, we recorded these transactions on a net basis as an agent versus grossing up the sales in revenue and costs of goods sold as a principal. The net gain as a result of these transactions in the quarter ended September 30, 2015 was $12.9 million. The $9.9 million of operating income reported under the equipment leasing and services segment is a result of the $12.9 million in gains recorded on a net basis for the quarter ended September 30, 2015.

Note 14 - Unconsolidated Invest

Note 14 - Unconsolidated Investments	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Unconsolidated Investments [Text Block]	1 4 . Unconsolidated Related-party Investments In late September 2015, Quality Equipment Leasing, LLC and Quality Companies, LLC (together, “Quality” or “Quality Companies”), our wholly owned subsidiaries, entered into a Portfolio Purchase and Sale Agreement, a Fleet Program Agreement, a Service Agreement and a Program Agreement with 19th Capital Group, LLC (“19th Capital”). Under the Portfolio Purchase and Sale Agreement, 19th Capital purchased a portfolio of Quality's independent contractor leases and associated assets for approximately $13.6 million. The portfolio includes leases for approximately 110 tractors and 130 trailers currently in service with our independent contractors and other partner carriers. The net gain as a result of this transaction in the quarter ended September 30, 2015 was $0.1 million. Under the Program Agreement, 19th Capital will finance the renewal and expansion of transportation assets operated by independent lessees under contract with us. Under related agreements, Quality will provide administrative and servicing support for 19th Capital’s lease and financing portfolio, certain driver recruiting, lease payment remittance, maintenance, and insurance services, which the company has deferred $1.3 million which is included in deferred leasing revenue on the condensed consolidated balance sheet as of September 30, 2015. Under the Fleet Program Agreement, 19th Capital will have the opportunity to provide leases and financing to our partner carriers. These transactions resulted in finalization of the prior formation of 19th Capital, which was established with capital contributions from us (33.33%) and Tiger ELS, LLC (“Tiger”) (67.67%), an entity controlled by Larsen MacColl Partners, an unaffiliated investment firm. As of September 30, 2015, we had invested $2.0 million of the total capital contributions to 19 th th

Note 15 - Reclassifications and

Note 15 - Reclassifications and Adjustments	3 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Reclassifications [Text Block]	15 . Reclassifications and Adjustments Certain items in the fiscal 2015 condensed consolidated financial statements have been reclassified to conform to the current presentation. The reclassifications had no impact on earnings.

Note 2 - Earnings Per Share (Ta

Note 2 - Earnings Per Share (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	For the three months ended September 30, 201 5 201 4 Weighted average common shares outstanding – basic 27,453 23,240 Dilutive effect of stock options and unvested restricted stock units 513 694 Weighted average common shares outstanding – diluted 27,966 23,934 Net income $ 11,367 $ 8,048 Earnings per common share: Basic $ 0.41 $ 0.35 Diluted $ 0.41 $ 0.34

Note 3 - Stock Based Compensa23

Note 3 - Stock Based Compensation (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]	For the three months ended September 30, 201 5 201 4 Stock compensation expense for options, net of forfeitures $ 0 $ 24 Stock compensation expense for restricted stock, net of forfeitures 747 696 Total stock compensation expense $ 747 $ 720
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]	Options Options Totals Weighted-Average Exercise Price per Share Outstanding at July 1, 2015 295,789 $ 9.47 Granted --- --- Vested and Issued 9,950 $ 12.61 Forfeited --- --- Outstanding at September 30, 2015 285,839 $ 9.36 Exercisable at September 30, 2015 285,839 $ 9.36
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]	Number of Restricted Stock Awards Weighted-Average Grant Date Fair Value Unvested at July 1, 2015 396,366 $ 21.13 Granted --- --- Vested and Issued 3,000 $ 14.36 Forfeited 420 $ 22.00 Outstanding at September 30, 2015 392,946 $ 21.18

Note 4 - Segment Information (T

Note 4 - Segment Information (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Segment Reporting Information, by Segment [Table Text Block]	Operating Revenue For the three months ended September 30, 2015 2014 Asset-based $ 230,775 $ 176,869 Asset-light based 30,584 16,547 Equipment leasing and services 4,762 --- Total $ 266,121 $ 193,416 Operating Income For the three months ended September 30, 2015 2014 Asset-based $ 7,383 $ 11,249 Asset-light based 3,928 2,219 Equipment leasing and services 9,861 --- Total $ 21,172 $ 13,468
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]	Operating Revenue For the three months ended September 30, 2015 2014 United States $ 232,710 $ 153,186 Canada 21,944 29,206 Mexico 11,467 11,024 Consolidated $ 266,121 $ 193,416

Note 7 - Lease Obligations an25

Note 7 - Lease Obligations and Long-Term Debt (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]	Capital Leases Operating Leases 2016 $ 74,935 $ 4,888 2017 92,959 1,548 2018 187,005 5,855 2019 46,051 1,559 2020 24,853 --- Thereafter 54,882 --- Total minimum lease payments $ 480,685 $ 13,850 Less amounts representing interest 29,297 Present value of minimum lease payments 451,388 Less current maturities 65,390 Non-current portion $ 385,998

Note 8 - Fair Value Measureme26

Note 8 - Fair Value Measurements (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Level 1 Level 2 Level 3 Balance Balance Balance Balance Balance Balance Balance Balance at at at at at at at at September June September June September June September June 30, 30, 30, 30, 30, 30, 30, 30, 2015 2015 2015 2015 2015 2015 2015 2015 Foreign currency derivatives $ --- $ --- $ --- $ --- $ --- $ --- $ --- $ --- Fuel derivatives (760 ) --- --- --- (760 ) --- --- ---

Note 12 - Goodwill and Other 27

Note 12 - Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]	Intangibles June 30, 2015 Current Year Additions September 30, 2015 Gross carrying amount $ 8,096 --- $ 8,096 Accumulated amortization 1,048 $ 41 1,089 $ 7,048 $ 41 $ 7,007
Schedule of Goodwill [Table Text Block]	Goodwill June 30, 2015 Current year Additions September 30, 2015 Asset-based $ 53,989 $ 1,773 $ 55,762 Asset-light based $ 1,368 --- $ 1,368 Total Goodwill $ 55,357 $ 1,773 $ 57,130

Note 2 - Earnings Per Share (De

Note 2 - Earnings Per Share (Details Textual) - shares	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0

Note 2 - Earnings Per Share - R

Note 2 - Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Weighted average common shares outstanding – basic (in shares)	27,453	23,240
Dilutive effect of stock options and unvested restricted stock units (in shares)	513	694
Weighted average common shares outstanding – diluted (in shares)	27,966	23,934
Net income	$ 11,367	$ 8,048
Income per common share:
Basic (in dollars per share)	$ 0.41	$ 0.35
Diluted (in dollars per share)	$ 0.41	$ 0.34

Note 3 - Stock Based Compensa30

Note 3 - Stock Based Compensation (Details Textual)	3 Months Ended
	Sep. 30, 2015USD ($)
2006 Omnibus Incentive Plan [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 0
Restricted Stock [Member] | Weighted Average [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 182 days
Restricted Stock [Member] | Total Period [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	3 years 146 days
Restricted Stock [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 6.20

Note 3 - Stock Based Compensa31

Note 3 - Stock Based Compensation - Components of Share Based Compensation Expense (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Employee Stock Option [Member]
Stock compensation expense	$ 0	$ 24,000
Restricted Stock [Member]
Stock compensation expense	747,000	696,000
Stock compensation expense	$ 747,000	$ 720,000

Note 3 - Stock Based Compensa32

Note 3 - Stock Based Compensation - Summary of the Award Activity of the Stock Option Plans (Details)	3 Months Ended
	Sep. 30, 2015$ / sharesshares
Outstanding at July 1, 2015 (in shares)	295,789
Outstanding at July 1, 2015 (in dollars per share) | $ / shares	$ 9.47
Vested and Issued (in shares)	9,950
Vested and Issued (in dollars per share) | $ / shares	$ 12.61
Outstanding at September 30, 2015 (in shares)	285,839
Outstanding at September 30, 2015 (in dollars per share) | $ / shares	$ 9.36
Exercisable at September 30, 2015 (in shares)	285,839
Exercisable at September 30, 2015 (in dollars per share) | $ / shares	$ 9.36

Note 3 - Stock Based Compensa33

Note 3 - Stock Based Compensation - Summary of the Restricted Stock Award Activity (Details) - Restricted Stock [Member]	3 Months Ended
	Sep. 30, 2015$ / sharesshares
Unvested at July 1, 2015 (in shares)	396,366
Unvested at July 1, 2015 (in dollars per share) | $ / shares	$ 21.13
Vested and Issued (in shares)	3,000
Vested and Issued (in dollars per share) | $ / shares	$ 14.36
Forfeited (in shares)	420
Forfeited (in dollars per share) | $ / shares	$ 22
Outstanding at September 30, 2015 (in shares)	392,946
Outstanding at September 30, 2015 (in dollars per share) | $ / shares	$ 21.18

Note 4 - Segment Information (D

Note 4 - Segment Information (Details Textual)	3 Months Ended
	Sep. 30, 2015
Number of Reportable Segments	3

Note 4 - Segment Information -

Note 4 - Segment Information - Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Asset Based [Member]
Operating revenues	$ 230,775	$ 176,869
Operating Income (Loss)	7,383	11,249
Asset Light Based [Member]
Operating revenues	30,584	16,547
Operating Income (Loss)	3,928	$ 2,219
Equipment Leasing and Services [Member]
Operating revenues	4,762
Operating Income (Loss)	9,861
Operating revenues	266,121	$ 193,416
Operating Income (Loss)	$ 21,172	$ 13,468

Note 4 - Segment Information 36

Note 4 - Segment Information - Operating Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
UNITED STATES
Operating revenues	$ 232,710	$ 153,186
CANADA
Operating revenues	21,944	29,206
MEXICO
Operating revenues	11,467	11,024
Operating revenues	$ 266,121	$ 193,416

Note 5 - Income Taxes (Details

Note 5 - Income Taxes (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Earliest Tax Year [Member]
Open Tax Year	2,011
Latest Tax Year [Member]
Open Tax Year	2,013
Effective Income Tax Rate Reconciliation, Percent	36.60%	35.00%
Unrecognized Tax Benefits	$ 0.5

Note 6 - Commitments and Cont38

Note 6 - Commitments and Contingencies (Details Textual) - USD ($)	3 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015
Wilmoth et al. v. Celadon Trucking Services [Member]
Loss Contingency, Range of Possible Loss, Minimum	$ 0
Loss Contingency, Range of Possible Loss, Maximum	5,000,000
Day et al. v. Celadon Trucking Services, Inc. [Member]
Loss Contingency, Range of Possible Loss, Minimum	0
Loss Contingency, Range of Possible Loss, Maximum	2,000,000
Held In Trust [Member]
Treasury Stock, Shares			500,000
Long-term Purchase Commitment, Amount	23,300,000
Letters of Credit Outstanding, Amount	$ 2,200,000
Treasury Stock, Shares	500,000	500,000

Note 7 - Lease Obligations an39

Note 7 - Lease Obligations and Long-Term Debt (Details Textual) $ in Millions	Sep. 30, 2015USD ($)
Capital Lease Obligations [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage	1.40%
Capital Lease Obligations [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage	3.60%
Revenue Equipment Installment Notes [Member]
Other Long-term Debt	$ 1.4
Long-term Debt, Weighted Average Interest Rate	4.60%
Long-term Debt	$ 163.4
Long-term Line of Credit	$ 162

Note 7 - Lease Obligations an40

Note 7 - Lease Obligations and Long-term Debt - Future Minimum Leases Payments (Details) $ in Thousands	Sep. 30, 2015USD ($)
2,016	$ 74,935
2,016	4,888
2,017	92,959
2,017	1,548
2,018	187,005
2,018	5,855
2,019	46,051
2,019	1,559
2,020	24,853
Thereafter	54,882
Total minimum lease payments	480,685
Total minimum lease payments	13,850
Less amounts representing interest	29,297
Present value of minimum lease payments	451,388
Less current maturities	65,390
Non-current portion	$ 385,998

Note 8 - Fair Value Measureme41

Note 8 - Fair Value Measurements - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015
Fair Value, Inputs, Level 1 [Member]
Foreign currency derivatives
Fuel derivatives
Fair Value, Inputs, Level 2 [Member]
Foreign currency derivatives
Fuel derivatives	$ (760)
Fair Value, Inputs, Level 3 [Member]
Foreign currency derivatives
Fuel derivatives
Foreign currency derivatives
Fuel derivatives	$ (760)

Note 9 - Fuel Derivatives (Deta

Note 9 - Fuel Derivatives (Details Textual)	3 Months Ended
	Sep. 30, 2015USD ($)gal
Diesel Fuel Future Contracts [Member]
Derivative, Nonmonetary Notional Amount, Volume	5,292,000
Derivative, Nonmonetary Notional Amount, Volume per Month	336,000
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $	$ (0.80)

Note 10 - Dividend (Details Tex

Note 10 - Dividend (Details Textual) - $ / shares	Oct. 23, 2015	Oct. 09, 2015	Jul. 28, 2015
Subsequent Event [Member]
Dividends Payable, Date of Record		Oct. 9, 2015
Dividends Payable, Date to be Paid	Oct. 23, 2015
Common Stock, Dividends, Per Share, Declared			$ 0.02

Note 11 - Acquisitions (Details

Note 11 - Acquisitions (Details Textual) $ in Millions	Jul. 31, 2015USD ($)
Buckler Transport, Inc. [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	$ 13.7

Note 12 - Goodwill and Other 45

Note 12 - Goodwill and Other Intangible Assets (Details Textual) $ in Millions	3 Months Ended
	Sep. 30, 2015USD ($)
Buckler Transport, Inc. [Member]
Goodwill, Acquired During Period	$ 1.8

Note 12 - Goodwill and Other 46

Note 12 - Goodwill and Other Intangible Assets - Acquired Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Jun. 30, 2015
Gross carrying amount	$ 8,096	$ 8,096
Accumulated amortization	1,089	1,048
Accumulated amortization	41
	$ 7,007	$ 7,048

Note 12 - Goodwill and Other 47

Note 12 - Goodwill and Other Intangible Assets - Additions to Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2015	Jun. 30, 2015
Asset Based [Member]
Goodwill	$ 55,762	$ 53,989
Goodwill Current year additions	1,773
Asset Light Based [Member]
Goodwill	1,368	1,368
Goodwill	57,130	$ 55,357
Goodwill Current year additions	$ 1,773

Note 13 - Equipment Sales and48

Note 13 - Equipment Sales and Services Segment (Details Textual) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Element [Member]
Proceeds from Sale of Property, Plant, and Equipment	$ 152,500,000
Gain (Loss) on Disposition of Property Plant Equipment	12,900,000
Operating Income (Loss)	9.90
Proceeds from Sale of Property, Plant, and Equipment	115,490,000	$ 71,927,000
Gain (Loss) on Disposition of Property Plant Equipment	13,242,000	4,558,000
Operating Income (Loss)	$ 21,172,000	$ 13,468,000

Note 14 - Unconsolidated Inve49

Note 14 - Unconsolidated Investments (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Jun. 30, 2015
Quality [Member] | 19th Capital Group, LLC [Member]
Purchase of Portfolio	$ 13,600
Gain (Loss) on Sale of Portfolio, Net		$ 100
Deferred Revenue, Current	1,300	1,300
19th Capital Group, LLC [Member]
Capital Contribution, Total Amount	$ 6,000	6,000
Tiger ELS, LLC [Member]
Capital Contribution, Percent	67.67%
Deferred Revenue, Current	$ 40,696	40,696	$ 31,872
Capital Contribution, Percent	33.33%
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	$ 2,000	$ 2,000