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 |