CELADON GROUP, INC. (NYSE:CGI) Files An 8-K Results of Operations and Financial Condition
Item 2.02
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Results of Operations and Financial Condition.
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On May 3, 2017, Celadon Group, Inc., a Delaware corporation (the
Company), conducted a conference call for investors and the
public at approximately 9:00 a.m. (Eastern), to discuss certain
matters disclosed in the Companys May 1, 2017 press release and
related Form 8-K. A written transcript of the conference call is
attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
Company), conducted a conference call for investors and the
public at approximately 9:00 a.m. (Eastern), to discuss certain
matters disclosed in the Companys May 1, 2017 press release and
related Form 8-K. A written transcript of the conference call is
attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
| Item 7.01 |
Regulation FD Disclosure.
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The information in Item 2.02 above is incorporated herein by
reference.
reference.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT DESCRIPTION
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99.1
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Transcript of the conference call conducted by Celadon
Group, Inc. on May 3, 2017. |
The information contained in Item 2.02, Item 7.01, and Exhibit
99.1 of Item 9.01 of this report shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, (the Exchange Act), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
99.1 of Item 9.01 of this report shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, (the Exchange Act), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
The information contained in Item 2.02, Item 7.01 and Exhibit
99.1 of this report contains certain statements that may be
considered forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act and such statements are subject to the safe harbor created by
those sections and the Private Securities Litigation Reform Act
of 1995, as amended. Such statements may be identified by their
use of terms or phrases, including “expects,” expected, will,
would, opportunity, potential, intend, assuming, “believe,”
“anticipate,” “plan,” and similar terms and phrases.
Forward-looking statements are based upon the current beliefs and
expectations of the Companys management and are inherently
subject to risks and uncertainties, some of which cannot be
predicted or quantified, which could cause future events and
actual results to differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. In
the exhibit to this report, statements relating to the
consummation of the Companys new credit facility, improvement in
the Companys irregular route fleet, the Companys ability to
access liquidity, future financings or asset sales, the audit
committee review of matters identified in BKDs letter and related
matters, future adjustments of the Companys financial statements,
including the items impacted by and the timing of such
adjustments, Elements future involvement in the joint venture,
the return of the Company toward its historical performance,
expected higher margins and volume improvements, growth of
specified business units, expected improvements to customer
service, safety, driver turnover, and profitability, expected
changes in recruitment, expected progress in the June and
September quarters, operating improvement from internal
initiatives, the Companys ability to offer its customers
additional capacity without investing in additional assets, the
use of existing assets to support the Companys capital
requirements, potential transactions involving the Companys
investments, excess equipment, and business units, future
valuation analyses for revenue equipment held for sale,
expectations for operating and financial results, and the
expected cash impact or collateral impact of any adjustments to
the Companys financial statements, among others, are
forward-looking statements. Actual results may differ from those
set forth in the forward-looking statements. It is possible that
the Company will have to record different financial statement
entries. Carrying values of the affected assets, including
minority interest in joint venture, could be subject to change.
If that occurs, restated financial statements could be required.
There can be no assurance that the re-issued statements will not
differ materially from those discussed in the exhibit to this
report or as previously filed, or that additional adjustments
will not be identified. Factors that could cause actual results
to differ materially from those in the forward-looking statements
include, but are not limited to, the risk that the new credit
facility is delayed or fails to close at all, the risk that the
liquidity plans, including planned financings and/or asset sales
are delayed or fail to occur at all, the risk that additional
information may arise from the Companys and its audit committees
review, and subsequent accounting or related review or analysis,
the risk that the process of preparing, auditing, and reviewing
restated financial statements, if any, or other subsequent events
would require the Company to make additional adjustments, the
time and effort required to complete the reissuance of its
financial statements, the Companys ability to timely file amended
periodic reports reflecting restated financial statements, if
required, the ramifications of the Companys potential inability
to timely file any required reports, including potential
delisting of its common stock on the NYSE, potential claims and
proceedings relating to any of these matters, and negative tax or
other implications for the Company resulting from any accounting
adjustments, as well as other risks described more fully in the
Company’s filings with the Securities and Exchange Commission.
Readers should review and consider factors that could impact
results as provided in various disclosures by the Company in its
press releases, stockholder reports, and filings with the
Securities and Exchange Commission.
99.1 of this report contains certain statements that may be
considered forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act and such statements are subject to the safe harbor created by
those sections and the Private Securities Litigation Reform Act
of 1995, as amended. Such statements may be identified by their
use of terms or phrases, including “expects,” expected, will,
would, opportunity, potential, intend, assuming, “believe,”
“anticipate,” “plan,” and similar terms and phrases.
Forward-looking statements are based upon the current beliefs and
expectations of the Companys management and are inherently
subject to risks and uncertainties, some of which cannot be
predicted or quantified, which could cause future events and
actual results to differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. In
the exhibit to this report, statements relating to the
consummation of the Companys new credit facility, improvement in
the Companys irregular route fleet, the Companys ability to
access liquidity, future financings or asset sales, the audit
committee review of matters identified in BKDs letter and related
matters, future adjustments of the Companys financial statements,
including the items impacted by and the timing of such
adjustments, Elements future involvement in the joint venture,
the return of the Company toward its historical performance,
expected higher margins and volume improvements, growth of
specified business units, expected improvements to customer
service, safety, driver turnover, and profitability, expected
changes in recruitment, expected progress in the June and
September quarters, operating improvement from internal
initiatives, the Companys ability to offer its customers
additional capacity without investing in additional assets, the
use of existing assets to support the Companys capital
requirements, potential transactions involving the Companys
investments, excess equipment, and business units, future
valuation analyses for revenue equipment held for sale,
expectations for operating and financial results, and the
expected cash impact or collateral impact of any adjustments to
the Companys financial statements, among others, are
forward-looking statements. Actual results may differ from those
set forth in the forward-looking statements. It is possible that
the Company will have to record different financial statement
entries. Carrying values of the affected assets, including
minority interest in joint venture, could be subject to change.
If that occurs, restated financial statements could be required.
There can be no assurance that the re-issued statements will not
differ materially from those discussed in the exhibit to this
report or as previously filed, or that additional adjustments
will not be identified. Factors that could cause actual results
to differ materially from those in the forward-looking statements
include, but are not limited to, the risk that the new credit
facility is delayed or fails to close at all, the risk that the
liquidity plans, including planned financings and/or asset sales
are delayed or fail to occur at all, the risk that additional
information may arise from the Companys and its audit committees
review, and subsequent accounting or related review or analysis,
the risk that the process of preparing, auditing, and reviewing
restated financial statements, if any, or other subsequent events
would require the Company to make additional adjustments, the
time and effort required to complete the reissuance of its
financial statements, the Companys ability to timely file amended
periodic reports reflecting restated financial statements, if
required, the ramifications of the Companys potential inability
to timely file any required reports, including potential
delisting of its common stock on the NYSE, potential claims and
proceedings relating to any of these matters, and negative tax or
other implications for the Company resulting from any accounting
adjustments, as well as other risks described more fully in the
Company’s filings with the Securities and Exchange Commission.
Readers should review and consider factors that could impact
results as provided in various disclosures by the Company in its
press releases, stockholder reports, and filings with the
Securities and Exchange Commission.
About CELADON GROUP, INC. (NYSE:CGI)
Celadon Group, Inc. (Celadon) is a truckload freight transportation provider. The Company’s segments are asset-based, asset-light, and equipment leasing and services. Its services involve point-to-point shipping for its customers within the United States, between the United States and Mexico, and between the United States and Canada. The Company’s primary asset-based services include the United States domestic dry van, refrigerated and flatbed service; cross-border service between the United States and each of Mexico and Canada; intra-Mexico and intra-Canada service; contract service; regional and specialized short haul service, and rail intermodal service. The Company’s primary asset-light services include freight brokerage, warehousing, less-than truckload consolidation and supply chain logistics services. Celadon’s equipment leasing and services segment consists primarily of leasing activities with independent contractors and other trucking fleets. CELADON GROUP, INC. (NYSE:CGI) Recent Trading Information
CELADON GROUP, INC. (NYSE:CGI) closed its last trading session down -0.25 at 1.55 with 3,918,512 shares trading hands.