Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Entity Registrant Name | CELADON GROUP INC | |
Entity Central Index Key | 865,941 | |
Trading Symbol | cgi | |
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) | 28,219,390 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING REVENUE: | ||||
Freight revenue | $ 239,851 | $ 201,727 | $ 726,974 | $ 546,636 |
Fuel surcharge revenue | 19,723 | 29,975 | 74,120 | 100,852 |
Total revenue | 259,574 | 231,702 | 801,094 | 647,488 |
OPERATING EXPENSES: | ||||
Salaries, wages, and employee benefits | 78,251 | 68,257 | 245,605 | 189,048 |
Fuel | 22,725 | 33,713 | 77,141 | 112,897 |
Purchased transportation | 84,956 | 64,408 | 267,934 | 166,273 |
Revenue equipment rentals | 5,932 | 1,620 | 10,355 | 6,859 |
Operations and maintenance | 17,394 | 15,539 | 53,243 | 39,768 |
Insurance and claims | 8,830 | 7,729 | 23,466 | 20,626 |
Depreciation and amortization | 19,611 | 20,457 | 60,399 | 53,747 |
Communications and utilities | 2,643 | 2,183 | 7,598 | 6,110 |
Operating taxes and licenses | 5,143 | 4,369 | 15,647 | 11,382 |
General and other operating | 4,590 | 3,682 | 13,676 | 10,564 |
Gain on disposition of equipment | (2,032) | (5,583) | (20,752) | (14,151) |
Total operating expenses | 248,043 | 216,374 | 754,312 | 603,123 |
Operating income | 11,531 | 15,328 | 46,782 | 44,365 |
Interest expense | $ 3,573 | $ 2,130 | $ 10,483 | 5,308 |
Interest income | (7) | |||
Other income | $ 102 | $ (64) | $ 223 | $ (175) |
Income from equity method investment | (43) | (43) | ||
Income before income taxes | 7,899 | $ 13,262 | 36,119 | $ 39,239 |
Income tax expense | 2,660 | 4,670 | 12,899 | 14,057 |
Net income | $ 5,239 | $ 8,592 | $ 23,220 | $ 25,182 |
Income per common share: | ||||
Diluted (in dollars per share) | $ 0.19 | $ 0.36 | $ 0.83 | $ 1.05 |
Basic (in dollars per share) | $ 0.19 | $ 0.37 | $ 0.85 | $ 1.08 |
Diluted weighted average shares outstanding (in shares) | 28,170 | 24,150 | 28,025 | 24,025 |
Basic weighted average shares outstanding (in shares) | 27,481 | 23,538 | 27,471 | 23,628 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net income | $ 5,239 | $ 8,592 | $ 23,220 | $ 25,182 |
Other comprehensive loss: | ||||
Unrealized gain (loss) on fuel derivative instruments, net of tax | $ 202 | $ (1,148) | ||
Unrealized gain (loss) on currency derivative instruments, net of tax | $ (35) | |||
Foreign currency translation adjustments, net of tax | $ 5,275 | $ (7,751) | $ (8,986) | (17,318) |
Total other comprehensive income (loss) | 5,477 | (7,751) | (10,134) | (17,353) |
Comprehensive income | $ 10,716 | $ 841 | $ 13,086 | $ 7,829 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 5,294 | $ 24,699 |
Trade receivables, net of allowance for doubtful accounts of $1,526 and $1,002 at March 31, 2016 and June 30, 2015, respectively | 131,178 | 130,892 |
Prepaid expenses and other current assets | 41,420 | 33,267 |
Tires in service | 3,448 | 1,857 |
Leased revenue equipment held for sale | 56,374 | 52,591 |
Revenue equipment held for sale | 78,822 | 49,856 |
Income tax receivable | 16,846 | 17,926 |
Deferred income taxes | 5,109 | 7,083 |
Total current assets | 338,491 | 318,171 |
Property and equipment | 908,431 | 935,976 |
Less accumulated depreciation and amortization | (163,626) | (147,446) |
Net property and equipment | 744,805 | 788,530 |
Tires in service | 3,739 | 2,173 |
Goodwill | 61,278 | $ 55,357 |
Investment in unconsolidated companies | 2,043 | |
Other assets | 27,550 | $ 11,458 |
Total assets | 1,177,906 | 1,175,689 |
Current liabilities: | ||
Accounts payable | 23,104 | 13,699 |
Accrued salaries and benefits | 16,603 | 16,329 |
Accrued insurance and claims | 19,169 | 14,808 |
Accrued fuel expense | 7,523 | 10,979 |
Accrued purchased transportation | 20,000 | 16,259 |
Accrued equipment purchases | 464 | 775 |
Deferred leasing revenue and related liabilities | 21,135 | 31,872 |
Other accrued expenses | 19,282 | 31,835 |
Current maturities of long-term debt | 218 | 948 |
Current maturities of capital lease obligations | 59,156 | 62,992 |
Total current liabilities | 186,654 | 200,496 |
Long-term debt, net of current maturities | 152,414 | 133,199 |
Capital lease obligations, net of current maturities | $ 323,799 | 366,452 |
Other long term liabilities | 953 | |
Deferred income taxes | $ 135,042 | 108,246 |
Stockholders' equity: | ||
Common stock, $0.033 par value, authorized 40,000 shares; issued and outstanding 28,719 and 28,342 shares at March 31, 2016 and June 30, 2015, respectively | 948 | 935 |
Treasury stock at cost; 500 shares at March 31, 2016 and June 30, 2015 | (3,453) | (3,453) |
Additional paid-in capital | 197,885 | 195,682 |
Retained earnings | 216,984 | 195,412 |
Accumulated other comprehensive loss | (32,367) | (22,233) |
Total stockholders' equity | 379,997 | 366,343 |
Total liabilities and stockholders' equity | $ 1,177,906 | $ 1,175,689 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Trade receivables, allowance for doubtful accounts | $ 1,526 | $ 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) | 28,719 | 28,342 |
Common stock, shares outstanding (in shares) | 28,719 | 28,342 |
Treasury stock, shares (in shares) | 500 | 500 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 23,220 | $ 25,182 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 60,517 | 53,955 |
Gain on sale of equipment | (20,752) | (14,151) |
Stock based compensation | 2,164 | 2,044 |
Deferred income taxes | 29,016 | 6,103 |
Provision for doubtful accounts | 570 | 180 |
Changes in operating assets and liabilities: | ||
Trade receivables | 3,978 | (865) |
Income taxes | 384 | 6,936 |
Tires in service | (3,180) | 1,278 |
Prepaid expenses and other current assets | (7,466) | (7,330) |
Other assets | (23,272) | (513) |
Leased revenue and revenue equipment held for sale | (48,722) | (29,859) |
Accounts payable and accrued expenses | (11,979) | 26,993 |
Net cash provided by operating activities | 4,478 | 69,953 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (69,686) | (107,178) |
Proceeds on sale of property and equipment | 123,169 | 158,177 |
Purchase of businesses, net of cash acquired | (18,264) | (115,213) |
Net cash provided by (used in) investing activities | 35,219 | (64,214) |
Cash flows from financing activities: | ||
Proceeds from bank borrowings and debt | 682,895 | 531,975 |
Payments on bank borrowings and debt | (665,322) | (452,770) |
Dividends paid | (1,648) | (1,397) |
Principal payments under capital lease obligations | (75,657) | (86,018) |
Proceeds from issuance of stock | 51 | 5,567 |
Net cash used in financing activities | (59,681) | (2,643) |
Effect of exchange rates on cash and cash equivalents | 579 | (916) |
Increase/Decrease in cash and cash equivalents | (19,405) | 2,180 |
Cash and cash equivalents at beginning of period | 24,699 | 15,508 |
Cash and cash equivalents at end of period | 5,294 | 17,688 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 10,483 | 5,308 |
Income taxes paid | 168 | 5,522 |
Lease obligation incurred in the purchase of equipment | 90,415 | $ 165,787 |
Conversion of capital leases to operating leases | $ 61,248 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Mar. 31, 2016 | |
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,” or 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 condensed consolidated unaudited 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 condensed consolidated unaudited 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 fiscal 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 | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 2. E arnings Per Share A reconciliation of the basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three months ended Nine months ended March 31, March 31, 2016 2015 2016 2015 Weighted average common shares outstanding – basic 27,481 23,538 27,471 23,368 Dilutive effect of stock options and unvested restricted stock units 689 612 554 657 Weighted average common shares outstanding – diluted 28,170 24,150 28,025 24,025 Net income $ 5,239 $ 8,592 $ 23,220 $ 25,182 Earnings per common share: Diluted $ 0.19 $ 0.36 $ 0.83 $ 1.05 Basic $ 0.19 $ 0.37 $ 0.85 $ 1.08 There were no shares that were considered anti-dilutive for the three-month or nine-month periods ended March 31, 2016 or March 31, 2015. |
Note 3 - Stock Based Compensati
Note 3 - Stock Based Compensation | 9 Months Ended |
Mar. 31, 2016 | |
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): Three months ended Nine months ended March 31, March 31, 2016 2015 2016 2015 Stock compensation expense for options, net of forfeitures $ 0 $ 5 $ 0 $ 54 Stock compensation expense for restricted stock, net of forfeitures 703 705 2,164 1,990 Total stock compensation expense $ 703 $ 710 $ 2,164 $ 2,044 As of March 31, 2016, we had no unrecognized compensation cost related to unvested options granted under the Celadon Group, Inc. 2006 Omnibus Incentive Plan, as amended (the "2006 Plan"). A summary of the award activity of our stock option plans as of March 31, 2016, and changes during the nine-month period then ended is presented below: Options Option Totals Weighted-Average Exercise Price per Share Outstanding at July 1, 2015 295,789 $ 9.47 Granted --- --- Vested (14,950 ) $ 11.33 Forfeited or expired --- --- Outstanding at March 31, 2016 280,839 $ 9.37 Exercisable at March 31, 2016 280,839 $ 9.37 As of March 31, 2016, w e also had approximately $6.7 million of unrecognized compensation expense related to restricted stock awards, which is anticipated to be recognized over a weighted-average period of 3.3 years and a total period of 3.8 years. A summary of the restricted stock award activity under the 2006 Plan as of March 31, 2016, and changes during the nine-month period is presented below: Number of Restricted Stock Awards Weighted-Average Grant Date Fair Value Unvested at July 1, 2015 396,366 $ 21.13 Granted 442,392 $ 8.03 Vested and Issued (152,340 ) $ 19.51 Forfeited (80,249 ) $ 21.72 Unvested at March 31, 2016 606,169 $ 11.89 The fair value of each restricted stock award is based on the closing market price on the date of grant. During the third quarter of fiscal 2016, the Company gave certain 2014 and 2015 Restricted Stock Grants (“RSG”) grantees the opportunity to enter into an alternative fixed cash compensation arrangement whereby the grantee would forfeit all rights to unvested RSG awards in exchange for a guaranteed quarterly payment for the remainder of the underlying RSG term. This alternative arrangement is subject to continued service to the Company or one of its subsidiaries. These fixed payments will be accrued quarterly through January 2019. Unearned compensation was not affected by this arrangement and forfeitures include 72,327 shares related to this arrangement. The Company offered this alternative arrangement to mitigate the volatility to earnings from stock price variance on the RSGs. |
Note 4 - Segment Information
Note 4 - Segment Information | 9 Months Ended |
Mar. 31, 2016 | |
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, or make available to, independent contractors. We have determined that these segments qualify as reportable segments under ASC 280-10, Segment Reporting Operating Revenues Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Asset-based $ 220,099 $ 206,789 $ 687,187 $ 584,253 Asset-light 31,362 24,913 94,901 63,235 Equipment leasing and services 8,113 --- 19,006 --- Total $ 259,574 $ 231,702 $ 801,094 $ 647,488 Operating Income Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Asset-based $ 9,607 $ 12,718 $ 28,455 $ 36,722 Asset-light 2,968 2,610 10,182 7,643 Equipment leasing and services (1,044 ) --- 8,145 --- Total $ 11,531 $ 15,328 $ 46,782 $ 44,365 Results of the equipment leasing and services segment prior to the current fiscal year are impracticable to determine 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 Revenues Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 United States $ 228,458 $ 196,287 $ 703,010 $ 532,664 Canada 19,745 23,485 62,883 80,481 Mexico 11,371 11,930 35,201 34,343 Consolidated $ 259,574 $ 231,702 $ 801,094 $ 647,488 |
Note 5 - Income Taxes
Note 5 - Income Taxes | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 5 . Income Taxes During the three months ended March 31, 2016 and 2015, our effective tax rates were 33.7% and 35.2%, respectively. During the nine months ended March 31, 2016 and 2015, our effective tax rates were 35.7% and 35.8%, respectively. 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 for all open tax years. The only periods subject to examination for our federal returns are the 2013 through 2015 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 March 31, 2016, 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 | 9 Months Ended |
Mar. 31, 2016 | |
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. A subsidiary has been named as the defendant in a class action proceeding. A summary judgment was 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 also been named as the defendant in a second class action proceeding. A judgment was 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 planned commitments to add $41 million of tractor operating leases over the next twelve months as of March 31, 2016. Generally, our purchase orders do not become firm commitment orders for which we are irrevocably obligated until shortly before purchase. We may also choose to time our purchases based on performance of existing equipment throughout the year. Our plans to purchase equipment are reevaluated on a quarter by quarter basis. As of March 31, 2016, the Company had outstanding purchase commitments of approximately $7.1 million for facilities and land. Factors such as costs and opportunities for future terminal expansions may change the amount of such expenditures. Standby letters of credit, not reflected in the accompanying condensed consolidated financial statements, aggregated approximately $3.8 million at March 31, 2016. In addition, at March 31, 2016, 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 | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | 7. Lease Obligations and Long-Term Debt Lease Obligations We lease certain revenue and service equipment under long-term lease agreements, payable in monthly installments. Equipment obtained under capital leases is reflected on our condensed consolidated balance sheet as owned and the related leases bear interest rates ranging from 1.6% 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 2023. Future minimum lease payments relating to capital leases and operating leases as of March 31, 2016 follow (in thousands): Capital Leases Operating Leases 2016 $ 67,620 $ 17,723 2017 124,058 15,577 2018 92,042 6,738 2019 37,429 3,557 2020 19,974 2,755 Thereafter 68,206 5,334 Total minimum lease payments $ 409,329 $ 51,684 Less amounts representing interest 26,374 Present value of minimum lease payments 382,955 Less current maturities 59,156 Non-current portion $ 323,799 Long-Term Debt We had debt, excluding capital leases, of $152.6 million at March 31, 2016, of which $151.9 million relates to our credit facility. Debt includes revenue equipment installment notes of $0.7 million with an average interest rate of approximately 6.2 percent at March 31, 2016, due in monthly installments with final maturities at various dates through June 2019. |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 8. Fair Value Measurements ASC 820-10 Fair Value Measurements and Disclosure 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 that are required to be measured at fair value as of March 31, 2016 and June 30, 2015 (in thousands). Level 1 Level 2 Level 3 Balance at March 31, 2016 Balance at June 30, 2015 Balance at March 31, Balance at June 30, Balance at March 31, Balance at June 30, Balance at March 31, Balance at June 30, Fuel derivatives (1,837 ) --- --- --- (1,837 ) --- --- --- Our other financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, long term debt, and capital lease obligations. At March 31, 2016, the fair values of these instruments were approximated by their carrying values. |
Note 9 - Fuel Derivatives
Note 9 - Fuel Derivatives | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 9. Fuel Derivatives In our day-to-day business activities we are exposed to certain market risks, including the effects of changes in fuel prices. We review new ways to reduce the potentially adverse effects that the volatility of fuel markets may have on operating results. In an effort to reduce the variability of the ultimate cash flows associated with fluctuations in diesel fuel prices, we may enter into futures contracts. These instruments will be Gulf Coast Diesel futures contracts as the related index, New York Mercantile Exchange (“NYMEX”), generally exhibits high correlation with the changes in the dollars of the forecasted purchase of diesel fuel. We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes. We have entered into futures contracts relating to 5,292,000 total gallons of diesel fuel, or 331,000 gallons per month for April 2016 through July 2017, approximately 10.0% of our monthly projected fuel requirements through July 2017. Under these contracts, we pay a fixed rate per gallon of Gulf Coast Diesel and receive the monthly average price of New York Gulf Coast Diesel per the NYMEX. We have done retrospective and prospective regression analyses that showed the changes in the prices of diesel fuel and Gulf Coast Diesel 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 March 31, 2016, 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. Currently the amount recorded in accumulated other comprehensive income as of March 31, 2016 is $1.8 million of loss. The accumulated other comprehensive income loss will fluctuate with changes in fuel prices. Amounts ultimately recognized in the condensed consolidated statements of income as fuel expense, due to the actual diesel fuel purchases will depend on the fair value 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 assets . 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 March 31, 2016, we have not made any such adjustments. |
Note 10 - Dividend
Note 10 - Dividend | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Dividend [Text Block] | 10. Dividend |
Note 11 - Acquisitions
Note 11 - Acquisitions | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 11. Acquisitions Immaterial acquisitions for the period ended March 31, 2016 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 continue service to Buckler customers and to diversify into the hot asphalt and fracking industry. In November 2015, we acquired certain assets of Distribution, Inc. dba FTL, Inc. (“FTL”) in Clackamas, OR, for $5.4 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 purpose of the acquisition was to continue dry-van service for the FTL customers. |
Note 12 - Goodwill and Other In
Note 12 - Goodwill and Other Intangible Assets | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 12. 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. The following table summarizes intangible assets, included as a component of other assets in the accompanying condensed consolidated financial statements (in thousands): Intangibles June 30, 2015 Current Year Additions March 31, 2016 Gross carrying amount $ 8,096 --- $ 8,096 Accumulated amortization 1,048 $ 122 1,170 Net carrying amount $ 7,048 $ 122 $ 6,926 The following table summarizes goodwill (in thousands): Goodwill June 30, 2015 Current year additions March 31, 2016 Asset based $ 53,989 $ 5,921 $ 59,910 Asset light $ 1,368 --- $ 1,368 Total Goodwill $ 55,357 $ 5,921 $ 61,278 The additions to goodwill mostly relate to the Buckler and FTL acquisitions of $3.4 million and $1.8 million, respectively. Another $0.7 million of additions are goodwill adjustments related to previously disclosed acquisitions. The Buckler and FTL related goodwill are tax deductible. |
Note 13 - Equipment Leasing and
Note 13 - Equipment Leasing and Services Segment | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 13. Equipment Leasing and Services Segment We routinely enter into financing leases with independent contractors and assign leases to third parties. Total net proceeds of units during the three and nine months ended March 31, 2016 was $30.4 million and $318.6 million, respectively. The net gain as a result of these transactions in the three and nine months ended March 31, 2016 was $2.0 million and $20.8 million, respectively. The $1.0 million of net operating expense reported under the equipment leasing and services segment for the three months ended March 31, 2016 includes $2.0 million in gains recorded on a net basis for such period, less operating expenses associated with this segment. The $8.1 million operating income reported under the equipment leasing and services segment includes $20.8 million in gains recorded on a net basis for such period, less associated operating expenses. |
Note 14 - Unconsolidated Relate
Note 14 - Unconsolidated Related-party Investments | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Unconsolidated Investments [Text Block] | 14. 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 portfolios of Quality's independent contractor leases and associated assets. The net sales proceeds of units total $49.4 million for the nine months ended March 31, 2016. The net gain as a result of these transactions was $2.8 million. There were no sales in the three months ended March 31, 2016. Under the Program Agreement, 19th Capital will finance the renewal and expansion of transportation assets operated by independent lessees. 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. The Company records such gains as deferred revenue in the liabilities section of the balance sheet and amortizes the deferred revenue over the expected life of the lease until 19th Capital disposes of the asset. The Company has deferred $3.5 million which is included in deferred leasing revenue on the condensed consolidated balance sheet as of March 31, 2016. 19th Capital was established with capital contributions from us (33.33%) and Tiger ELS, LLC (“Tiger”) (66.67%), an entity controlled by Larsen MacColl Partners, an unaffiliated investment firm, in exchange for Class A Interests. As of March 31, 2016, we had invested $2.0 million of the total capital contributions. In addition to the Company’s ownership, certain members of Celadon’s management own a membership interest in 19 th th |
Note 15 - Reclassifications and
Note 15 - Reclassifications and Adjustments | 9 Months Ended |
Mar. 31, 2016 | |
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 or total assets. |
Note 16 - Change in Depreciable
Note 16 - Change in Depreciable Lives of Property and Equipment | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Accounting Changes [Text Block] | 16. Change in depreciable lives of property and equipment In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. This review indicated that the actual lives of certain tractors and trailers were longer than the estimated useful lives used for depreciation purposes in the Company’s financial statements. As a result, effective October 1, 2015, the Company changed its estimates of the useful lives and salvage value of certain tractors and trailers to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of the tractors and trailers that previously were 3 years for tractors and 7 years for trailers were increased to 4 years for tractors and 10 years for trailers. The effect of this change in estimate was to reduce depreciation expense for the three months ended March 31, 2016 by $2.4 million, increase net income by $1.6 million, and increase basic and diluted earnings per share by $0.06. The effect of this change in estimate was to reduce depreciation expense for the nine months ended March 31, 2016 by $5.2 million, increase net income by $3.3 million, and increase basic and diluted earnings per share by $0.12. |
Note 17 - Recent Accounting Pro
Note 17 - Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 17 . Recent Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14 deferring the effective date of ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC Topic 606): ("ASU 2014-09"), which requires the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will affect any organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In November 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-07 "Income Taxes"(ASC Topic 740), to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance will affect any entity that present a classified statement of financial position. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02 "Leases"(ASC Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance will affect any entity that enters into a lease . This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2018, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09 "Compensation - Stock Compensation"(ASC Topic 718), to simplify various aspects of accounting for stock-based compensation, including income tax consequences, classification of awards as equity or liability, as well as classification of activities within the statement of cash flows. This guidance will affect any entity that issues share-based payment awards to their employees. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14 deferring the effective date of ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC Topic 606): ("ASU 2014-09"), which requires the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will affect any organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In November 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-07 "Income Taxes"(ASC Topic 740), to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance will affect any entity that present a classified statement of financial position. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02 "Leases"(ASC Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance will affect any entity that enters into a lease . This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2018, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09 "Compensation - Stock Compensation"(ASC Topic 718), to simplify various aspects of accounting for stock-based compensation, including income tax consequences, classification of awards as equity or liability, as well as classification of activities within the statement of cash flows. This guidance will affect any entity that issues share-based payment awards to their employees. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, and early adoption will be permitted. The Company is continuing to evaluate the new guidance and plans to provide additional information about its expected financial impact at a future date. |
Note 2 - Earnings Per Share (Ta
Note 2 - Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended Nine months ended March 31, March 31, 2016 2015 2016 2015 Weighted average common shares outstanding – basic 27,481 23,538 27,471 23,368 Dilutive effect of stock options and unvested restricted stock units 689 612 554 657 Weighted average common shares outstanding – diluted 28,170 24,150 28,025 24,025 Net income $ 5,239 $ 8,592 $ 23,220 $ 25,182 Earnings per common share: Diluted $ 0.19 $ 0.36 $ 0.83 $ 1.05 Basic $ 0.19 $ 0.37 $ 0.85 $ 1.08 |
Note 3 - Stock Based Compensa26
Note 3 - Stock Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three months ended Nine months ended March 31, March 31, 2016 2015 2016 2015 Stock compensation expense for options, net of forfeitures $ 0 $ 5 $ 0 $ 54 Stock compensation expense for restricted stock, net of forfeitures 703 705 2,164 1,990 Total stock compensation expense $ 703 $ 710 $ 2,164 $ 2,044 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Option Totals Weighted-Average Exercise Price per Share Outstanding at July 1, 2015 295,789 $ 9.47 Granted --- --- Vested (14,950 ) $ 11.33 Forfeited or expired --- --- Outstanding at March 31, 2016 280,839 $ 9.37 Exercisable at March 31, 2016 280,839 $ 9.37 |
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 442,392 $ 8.03 Vested and Issued (152,340 ) $ 19.51 Forfeited (80,249 ) $ 21.72 Unvested at March 31, 2016 606,169 $ 11.89 |
Note 4 - Segment Information (T
Note 4 - Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Operating Revenues Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Asset-based $ 220,099 $ 206,789 $ 687,187 $ 584,253 Asset-light 31,362 24,913 94,901 63,235 Equipment leasing and services 8,113 --- 19,006 --- Total $ 259,574 $ 231,702 $ 801,094 $ 647,488 Operating Income Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 Asset-based $ 9,607 $ 12,718 $ 28,455 $ 36,722 Asset-light 2,968 2,610 10,182 7,643 Equipment leasing and services (1,044 ) --- 8,145 --- Total $ 11,531 $ 15,328 $ 46,782 $ 44,365 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Operating Revenues Three Months Ended Nine Months Ended March 31, March 31, 2016 2015 2016 2015 United States $ 228,458 $ 196,287 $ 703,010 $ 532,664 Canada 19,745 23,485 62,883 80,481 Mexico 11,371 11,930 35,201 34,343 Consolidated $ 259,574 $ 231,702 $ 801,094 $ 647,488 |
Note 7 - Lease Obligations an28
Note 7 - Lease Obligations and Long-term Debt (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Capital Leases Operating Leases 2016 $ 67,620 $ 17,723 2017 124,058 15,577 2018 92,042 6,738 2019 37,429 3,557 2020 19,974 2,755 Thereafter 68,206 5,334 Total minimum lease payments $ 409,329 $ 51,684 Less amounts representing interest 26,374 Present value of minimum lease payments 382,955 Less current maturities 59,156 Non-current portion $ 323,799 |
Note 8 - Fair Value Measureme29
Note 8 - Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Balance at March 31, 2016 Balance at June 30, 2015 Balance at March 31, Balance at June 30, Balance at March 31, Balance at June 30, Balance at March 31, Balance at June 30, Fuel derivatives (1,837 ) --- --- --- (1,837 ) --- --- --- |
Note 12 - Goodwill and Other 30
Note 12 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangibles June 30, 2015 Current Year Additions March 31, 2016 Gross carrying amount $ 8,096 --- $ 8,096 Accumulated amortization 1,048 $ 122 1,170 Net carrying amount $ 7,048 $ 122 $ 6,926 |
Schedule of Goodwill [Table Text Block] | Goodwill June 30, 2015 Current year additions March 31, 2016 Asset based $ 53,989 $ 5,921 $ 59,910 Asset light $ 1,368 --- $ 1,368 Total Goodwill $ 55,357 $ 5,921 $ 61,278 |
Note 2 - Earnings Per Share (De
Note 2 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Note 2 - Reconciliation of Basi
Note 2 - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted average common shares outstanding – basic (in shares) | 27,481 | 23,538 | 27,471 | 23,628 |
Dilutive effect of stock options and unvested restricted stock units (in shares) | 689 | 612 | 554 | 657 |
Weighted average common shares outstanding – diluted (in shares) | 28,170 | 24,150 | 28,025 | 24,025 |
Net income | $ 5,239 | $ 8,592 | $ 23,220 | $ 25,182 |
Income per common share: | ||||
Diluted (in dollars per share) | $ 0.19 | $ 0.36 | $ 0.83 | $ 1.05 |
Basic (in dollars per share) | $ 0.19 | $ 0.37 | $ 0.85 | $ 1.08 |
Note 3 - Stock Based Compensa33
Note 3 - Stock Based Compensation (Details Textual) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016USD ($)shares | Mar. 31, 2016USD ($)shares | |
2006 Omnibus Incentive Plan [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 0 |
Restricted Stock [Member] | Weighted Average [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 109 days | |
Restricted Stock [Member] | Total Period [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 292 days | |
Restricted Stock [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6,700,000 | $ 6,700,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 72,327 | 80,249 |
Note 3 - Components of Share Ba
Note 3 - Components of Share Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Stock Option [Member] | ||||
Stock compensation expense | $ 0 | $ 5,000 | $ 0 | $ 54,000 |
Restricted Stock [Member] | ||||
Stock compensation expense | 703,000 | 705,000 | 2,164,000 | 1,990,000 |
Stock compensation expense | $ 703,000 | $ 710,000 | $ 2,164,000 | $ 2,044,000 |
Note 3 - Summary of the Award A
Note 3 - Summary of the Award Activity of the Stock Option Plans (Details) | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Outstanding at July 1, 2015 (in shares) | shares | 295,789 |
Outstanding at July 1, 2015 (in dollars per share) | $ / shares | $ 9.47 |
Vested (in shares) | shares | (14,950) |
Vested (in dollars per share) | $ / shares | $ 11.33 |
Outstanding at March 31, 2016 (in shares) | shares | 280,839 |
Outstanding at March 31, 2016 (in dollars per share) | $ / shares | $ 9.37 |
Exercisable at March 31, 2016 (in shares) | shares | 280,839 |
Exercisable at March 31, 2016 (in dollars per share) | $ / shares | $ 9.37 |
Note 3 - Summary of Restricted
Note 3 - Summary of Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Unvested at July 1, 2015 (in shares) | 396,366 | |
Unvested at July 1, 2015 (in dollars per share) | $ 21.13 | |
Granted (in shares) | 442,392 | |
Granted (in dollars per share) | $ 8.03 | |
Vested and Issued (in shares) | (152,340) | |
Vested and Issued (in dollars per share) | $ 19.51 | |
Forfeited (in shares) | (72,327) | (80,249) |
Forfeited (in dollars per share) | $ 21.72 | |
Unvested at March 31, 2016 (in shares) | 606,169 | 606,169 |
Unvested at March 31, 2016 (in dollars per share) | $ 11.89 | $ 11.89 |
Note 4 - Segment Information (D
Note 4 - Segment Information (Details Textual) | 9 Months Ended |
Mar. 31, 2016 | |
Number of Reportable Segments | 3 |
Note 4 - Segment Reporting Info
Note 4 - Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Asset Based [Member] | ||||
Operating revenues | $ 220,099 | $ 206,789 | $ 687,187 | $ 584,253 |
Operating Income (Loss) | 9,607 | 12,718 | 28,455 | 36,722 |
Asset Light Based [Member] | ||||
Operating revenues | 31,362 | 24,913 | 94,901 | 63,235 |
Operating Income (Loss) | 2,968 | $ 2,610 | 10,182 | $ 7,643 |
Equipment Leasing and Services [Member] | ||||
Operating revenues | 8,113 | 19,006 | ||
Operating Income (Loss) | (1,044) | 8,145 | ||
Operating revenues | 259,574 | $ 231,702 | 801,094 | $ 647,488 |
Operating Income (Loss) | $ 11,531 | $ 15,328 | $ 46,782 | $ 44,365 |
Note 4 - Operating Revenue by G
Note 4 - Operating Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
UNITED STATES | ||||
Operating revenues | $ 228,458 | $ 196,287 | $ 703,010 | $ 532,664 |
CANADA | ||||
Operating revenues | 19,745 | 23,485 | 62,883 | 80,481 |
MEXICO | ||||
Operating revenues | 11,371 | 11,930 | 35,201 | 34,343 |
Operating revenues | $ 259,574 | $ 231,702 | $ 801,094 | $ 647,488 |
Note 5 - Income Taxes (Details
Note 5 - Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | ||||
Open Tax Year | 2,013 | |||
Domestic Tax Authority [Member] | Latest Tax Year [Member] | ||||
Open Tax Year | 2,015 | |||
Effective Income Tax Rate Reconciliation, Percent | 33.70% | 35.20% | 35.70% | 35.80% |
Unrecognized Tax Benefits | $ 0.5 | $ 0.5 |
Note 6 - Commitments and Cont41
Note 6 - Commitments and Contingencies (Details Textual) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Wilmoth et al. v. Celadon Trucking Services [Member] | Minimum [Member] | ||
Loss Contingency, Estimate of Possible Loss | $ 0 | |
Wilmoth et al. v. Celadon Trucking Services [Member] | Maximum [Member] | ||
Loss Contingency, Estimate of Possible Loss | 5,000,000 | |
Day et al. v. Celadon Trucking Services, Inc. [Member] | Minimum [Member] | ||
Loss Contingency, Estimate of Possible Loss | 0 | |
Day et al. v. Celadon Trucking Services, Inc. [Member] | Maximum [Member] | ||
Loss Contingency, Estimate of Possible Loss | 2,000,000 | |
Capital Addition Purchase Commitments [Member] | ||
Long-term Purchase Commitment, Amount | $ 7,100,000 | |
Held In Trust [Member] | ||
Treasury Stock, Shares | 500,000 | |
Long-term Purchase Commitment, Amount | $ 41,000,000 | |
Letters of Credit Outstanding, Amount | $ 3,800,000 | |
Treasury Stock, Shares | 500,000 | 500,000 |
Note 7 - Lease Obligations an42
Note 7 - Lease Obligations and Long-term Debt (Details Textual) $ in Millions | Mar. 31, 2016USD ($) |
Minimum [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.60% |
Maximum [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 3.60% |
Revenue Equipment Installment Notes [Member] | |
Other Long-term Debt | $ 0.7 |
Long-term Debt, Weighted Average Interest Rate | 6.20% |
Long-term Debt | $ 152.6 |
Long-term Line of Credit | $ 151.9 |
Note 7 - Future Minimum Leases
Note 7 - Future Minimum Leases Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
2,016 | $ 67,620 | |
2,016 | 17,723 | |
2,017 | 124,058 | |
2,017 | 15,577 | |
2,018 | 92,042 | |
2,018 | 6,738 | |
2,019 | 37,429 | |
2,019 | 3,557 | |
2,020 | 19,974 | |
2,020 | 2,755 | |
Thereafter | 68,206 | |
Thereafter | 5,334 | |
Total minimum lease payments | 409,329 | |
Total minimum lease payments | 51,684 | |
Less amounts representing interest | 26,374 | |
Present value of minimum lease payments | 382,955 | |
Less current maturities | 59,156 | $ 62,992 |
Non-current portion | $ 323,799 | $ 366,452 |
Note 8 - Fair Value of Financia
Note 8 - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Fuel derivatives | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fuel derivatives | $ (1,837) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fuel derivatives | ||
Fuel derivatives | $ (1,837) |
Note 9 - Fuel Derivatives (Deta
Note 9 - Fuel Derivatives (Details Textual) $ in Millions | 9 Months Ended |
Mar. 31, 2016USD ($)gal | |
Diesel Fuel Future Contracts [Member] | |
Derivative, Nonmonetary Notional Amount, Volume | 5,292,000 |
Derivative, Nonmonetary Notional Amount, Volume per Month | 331,000 |
Derivative Nonmonetary, Percentage of Monthly Projected Fuel Requirements | 10.00% |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ | $ (1.8) |
Note 10 - Dividend (Details Tex
Note 10 - Dividend (Details Textual) - $ / shares | Apr. 22, 2016 | Apr. 08, 2016 | Jan. 27, 2016 |
Subsequent Event [Member] | |||
Dividends Payable, Date of Record | Apr. 8, 2016 | ||
Dividends Payable, Date to be Paid | Apr. 22, 2016 | ||
Common Stock, Dividends, Per Share, Declared | $ 0.02 |
Note 11 - Acquisitions (Details
Note 11 - Acquisitions (Details Textual) - USD ($) $ in Millions | 1 Months Ended | |
Nov. 30, 2015 | Jul. 31, 2015 | |
Buckler Transport, Inc. [Member] | ||
Payments to Acquire Businesses, Gross | $ 13.7 | |
FTL [Member] | ||
Payments to Acquire Businesses, Gross | $ 5.4 |
Note 12 - Goodwill and Other 48
Note 12 - Goodwill and Other Intangible Assets (Details Textual) | 9 Months Ended |
Mar. 31, 2016USD ($) | |
Buckler Transport, Inc. [Member] | |
Goodwill, Acquired During Period | $ 3,400,000 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 3,400,000 |
FTL [Member] | |
Goodwill, Acquired During Period | 1,800,000 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 1,800,000 |
Finite-lived Intangible Assets Acquired | 0 |
Goodwill, Acquired During Period | 5,921,000 |
Goodwill, Purchase Accounting Adjustments | $ 700,000 |
Note 12 - Acquired Intangible A
Note 12 - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Gross carrying amount | $ 8,096 | $ 8,096 |
Accumulated amortization | 1,170 | 1,048 |
Accumulated amortization | 122 | |
Net carrying amount | $ 6,926 | $ 7,048 |
Note 12 - Additions to Goodwill
Note 12 - Additions to Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Asset Based [Member] | ||
Goodwill | $ 59,910 | $ 53,989 |
Goodwill, Acquired During Period | 5,921 | |
Asset Light Based [Member] | ||
Goodwill | $ 1,368 | 1,368 |
Goodwill, Acquired During Period | ||
Goodwill | $ 61,278 | $ 55,357 |
Goodwill, Acquired During Period | $ 5,921 |
Note 13 - Equipment Leasing a51
Note 13 - Equipment Leasing and Services Segment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Element [Member] | ||||
Proceeds from Sale of Property, Plant, and Equipment | $ 30,400 | $ 318,600 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 2,000 | 20,800 | ||
Operating Income (Loss) | (1,000) | 8,100 | ||
Proceeds from Sale of Property, Plant, and Equipment | 123,169 | $ 158,177 | ||
Gain (Loss) on Disposition of Property Plant Equipment | 2,032 | $ 5,583 | 20,752 | 14,151 |
Operating Income (Loss) | $ 11,531 | $ 15,328 | $ 46,782 | $ 44,365 |
Note 14 - Unconsolidated Rela52
Note 14 - Unconsolidated Related-party Investments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
19th Capital Group, LLC [Member] | Quality [Member] | |||||
Purchase of Portfolio | $ 0 | $ 49,400,000 | |||
Gain (Loss) on Sale of Portfolio, Net | 2,800,000 | ||||
Deferred Revenue, Current | 3,500,000 | 3,500,000 | |||
19th Capital Group, LLC [Member] | |||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 2,000,000 | ||||
Equity Value Participation Percent | 100.00% | ||||
Preferred Return Rate | 12.00% | ||||
Tiger ELS, LLC [Member] | |||||
Capital Contribution, Percent | 66.67% | ||||
Deferred Revenue, Current | 21,135,000 | 21,135,000 | $ 31,872,000 | ||
Capital Contribution, Percent | 33.33% | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 2,043,000 | $ 2,043,000 |
Note 16 - Change in Depreciab53
Note 16 - Change in Depreciable Lives of Property and Equipment (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | |
Tractors [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | 4 years | ||
Trailers [Member] | ||||
Property, Plant and Equipment, Useful Life | 7 years | 10 years | ||
Depreciation Expense [Member] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ (2.4) | $ (5.2) | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 1.6 | $ 3.3 | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Basic and Diluted Earnings Per Share | $ 0.06 | $ 0.12 |