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Celadon Group Reports Fourth Quarter and Year End Results

    INDIANAPOLIS--Aug. 9, 2002--Celadon Group, Inc.

-- Quarter's earnings at 14 cents, up from prior year loss of 36 cents
-- Fourth Quarter Revenue up 17% to $96 million from adjusted $82 million
-- TruckersB2B revenue and profit up significantly

    Celadon Group, Inc. today announced financial results for the fiscal 2002 fourth quarter and year ended June 30, 2002.

    Fourth-quarter net income was $1.1 million, or 14 cents per share, on 8,000,000 diluted shares outstanding, compared with a loss of $2.7 million, or 36 cents per share, based on 7,540,000 diluted shares outstanding in the prior year's comparable period. Consolidated net loss for the last year's June quarter, excluding the loss related to the divestiture of the Company's flatbed division, was $0.5 million, or 5 cents per diluted share.
    Consolidated revenues for the three months ended June 30, 2002 was $96.0 million, a 17 percent increase over an adjusted $81.8 million in the June 2001 quarter. The adjusted revenues for last year's June quarter exclude revenues from the flatbed division, which was sold at the end of June 2001. Including these revenues, reported revenue in the prior year's comparable period was $88.1 million.
    Consolidated operating income increased to $3.6 million in the June 2002 quarter from $1.5 million in the June 2001 quarter. "Higher operating income is being driven by significantly increased revenue associated with the successful integration of various former Burlington Motor Carriers' customers, as well as the continued success of our cost reduction efforts. Revenue related to these customers more than offset a decline related to reduced fuel surcharges," said Stephen Russell, Chairman and Chief Executive Officer.
    Consolidated revenues for fiscal 2002 increased approximately 7 percent to $337.0 million compared to adjusted fiscal 2001 revenue of $314.8 million. The adjusted revenues for fiscal 2001 exclude revenues from the divested flatbed division and higher pass-through revenues related to U.S. border-crossing costs. Net income increased to $1.7 million, or 22 cents a share, on 7,753,000 diluted shares outstanding for fiscal 2002 compared with a loss of $5.3 million, or 70 cents a share, on 7,649,000 diluted shares outstanding in fiscal 2001.
    "Expenses associated with on-boarding of over 300 tractors and related trailers, as well as integration of these tractors and drivers into our system negatively impacted the quarter. The June quarter was favorably impacted by $380,000 as a result of the early adoption of the provisions of the Financial Standards Accounting Board Statement 142 on good will, in part offset by the $150,000 operating income earned by the divested flatbed division in the June 2001 quarter," he added.
    "The results for the quarter demonstrate the company's continued upward trend and represents the fourth consecutive quarter of improved profitability. Further, we are hopeful that the Mexican border will open in accordance with the provision of NAFTA within the next eight weeks. Celadon is uniquely positioned to benefit as a consequence of our ownership of a Mexican trucking company and our density in the traffic lanes between the U.S. and Mexico," Russell added.
    TruckersB2B generated operating income of $273,000 in this year's fourth quarter compared with $91,000 in the prior year's comparable period. TruckersB2B revenue was $2.0 million in the June 2002 quarter, an increase of 60% over prior year's comparable period. Revenue reflects fees and rebates only, not the value of the goods and services related to these transactions.
    Paul Will, Chief Financial Officer, stated, "We are pleased with the speed at which the new customers from Burlington have been added to our revenue base. Further, the effect of the cost reductions implemented in 2000 and 2001, coupled with the added revenue, are now translating to significant gains in operating results."

    Conference Call Information

    An investor conference call is scheduled for Monday, August 12, at 10:00 a.m. (Eastern). Stephen Russell and Paul Will will discuss the results of the quarter and year end, as well as the outlook for 2003. To listen and participate in a questions-and-answers exchange, simply dial (888) 881-4892 at least five minutes prior to the start time. Otherwise, you may listen to the call via website: http://viavid.com/vvasx/0000063000000000.asx

    Celadon Group, Inc. is a truckload carrier headquartered in Indianapolis, that operates in the U.S., Canada and Mexico, and, is the majority owner of TruckersB2B, Inc., which is a provider of cost benefits to over 12,000 member fleets. Please visit the company's websites at: www.celadongroup.com and www.truckersb2b.com.

    The discussion set forth above as well as oral statements made by officers of the company relating thereto, may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such comments are based upon information currently available to management and management's perception thereof as of the date of this press release. Actual results of the company's operations could materially differ from those forward-looking statements. Such differences could be caused by a number of factors including, but not limited to, potential adverse affects of regulation; changes in competition and the effects of such changes; increased competition; change in fuel prices; changes in economic, political or regulatory environments; changes in the availability of a stable labor force; ability of the company to hire drivers meeting company standards; changes in management strategies; environmental or tax matters; and risks described from time to time in reports filed by the company with the Securities and Exchange Commission. Readers should take these factors into account in evaluating any such forward-looking statements.


                           - tables follow -


                Key Financial and Operating Statistics


                 For the three months ended  For the fiscal year ended
                         June 30,                   June 30,
                      2002     2001(a)           2002     2001(a)
                      ----     -------           ----     -------
 ($000s)
Truckload          $94,030     $86,854       $330,321    $347,390
TruckersB2B          2,013       1,255          6,678       4,428
                  --------    --------       --------    --------
  Total Revenue    $96,043     $88,109       $336,999    $351,818

Operating expenses:
  Salaries, wages 
   and emp. 
   benefits         29,773      24,886        100,373      95,956
  Fuel              10,491       9,774         36,047      39,818
  Operating costs 
   and supplies      6,982       7,163         28,088      26,756
  Insurance and 
   claims            3,742       2,873         12,032      10,104
  Depreciation and 
   amortization      4,038       3,945         13,690      15,409
  Rent and 
   purchased 
   transportation   30,450      32,185        112,144     134,094
  Cost of products 
   and services 
   sold              1,273         726          4,062       2,697
  Professional and 
   consulting fees     497         542          1,663       2,867 (c)
  Communications 
   and utilities     1,055       1,009          3,903       3,985
  Permits, licenses 
   and taxes         1,946       1,249          6,821       6,034
  General, 
   administrative 
   and selling       2,149       2,296          7,631       9,750
                  --------    --------       --------    --------
Total operating 
 expenses           92,396      86,648        326,454     347,470
                  --------    --------       --------    --------

Operating income (loss)
  Truckload         $3,374      $1,370         $9,659      $6,644
  TruckersB2B          273          91            886      (2,296)(c)
                  --------    --------       --------    --------
Total operating 
 income             $3,647      $1,461        $10,545      $4,348

Other expense, net   1,923       5,576 (b)      7,621      12,310 (b)
                  --------    --------       --------    --------
Income (loss) 
 before income 
 taxes               1,724      (4,115)         2,924      (7,962)
Provision (benefit) 
 for income taxes      633      (1,386)         1,215      (2,626)
                  --------    --------       --------    --------
  Net income (loss) $1,091     $(2,729)        $1,709     $(5,336)
                  ========    ========       ========    ========
Earnings (loss) per Common Share:
  Diluted earnings 
  (loss) Per Share   $0.14      $(0.36)         $0.22      $(0.70)
  Basic earnings 
  (loss) Per Share   $0.14      $(0.36)         $0.22      $(0.70)
Average Shares Outstanding:
  Diluted            8,000       7,540          7,753       7,649
  Basic              7,652       7,540          7,611       7,649


a)  Includes the results from the flatbed division that was divested
    in June 2001.

b)  Includes a one-time charge of $3.7 million related to the sale of
    the Company's flatbed division, which was primarily non-cash.

c)  Includes a one-time charge of $0.8 million related to the
    write-off of the costs associated with the postponed IPO of
    TruckersB2B, Inc.


                 For the three months ended  For the fiscal year ended
                         June 30,                   June 30,
                    2002       2001             2002      2001
                    ----       ----             ----      ----
Operating Statistics 
 (U.S./Canada)

  Average revenue 
   per loaded 
   mile (1)         $1.271      $1.313         $1.262      $1.293
  Average revenue 
   per total 
   mile (1)         $1.168      $1.202         $1.162      $1.187
  Avg. revenue per 
   tractor per 
   week (1)         $2,595      $2,563         $2,480      $2,600
  Average miles 
   per tractor 
   per week          2,222       2,133          2,134       2,191
  Weighted avg. 
   tractors for 
   period            2,325       2,083          2,142       2,010
  Tractors at end 
   of period (2)     2,568       2,368          2,568       2,368
  Trailers at end 
   of period (2)     6,758       6,537          6,758       6,537


(1)  Includes fuel surcharge
(2)  Includes Mexico and Flatbed



                 CONDENSED CONSOLIDATED BALANCE SHEETS
                        (Dollars in thousands)

                                                 June 30,    June 30,
                                                   2002        2001
                                                   ----        ----

                       ASSETS

Current assets:
  Cash and cash equivalents......................    $299        $794
  Trade receivables, net of allowance ...........  54,796      49,911
  Accounts receivable - other....................   5,728       5,722
  Prepaid expenses and other current assets......   6,222       9,015
  Tires in service  .............................   4,181       4,455
  Income tax recoverable.........................     ---         597
  Deferred income taxes  ........................     ---       1,768
                                                 --------    --------
    Total current assets ........................  71,226      72,262
Property and equipment........................... 140,142     144,383
  Less accumulated depreciation and amortization.  45,164      42,481
                                                 --------    --------
    Net property and equipment...................  94,978     101,902
Other assets.....................................  22,019      20,752
                                                 --------    --------
Total assets.....................................$188,223    $194,916
                                                 ========    ========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable...............................  $4,184      $4,793
  Accrued expenses...............................  27,243      25,898
  Bank borrowings and current maturities of 
   long-term debt................................   7,531      12,394
  Current maturities of capital lease obligations. 21,120      15,825
  Income tax payable.............................      51         ---
                                                 --------    --------
    Total current liabilities....................  60,129      58,910
Long-term debt, net of current maturities .......  44,178      37,568
Capital lease obligations, net of current 
 maturities......................................  24,193      39,458
Deferred income tax..............................   5,782       6,892
Minority interest................................      25          25
Stockholders' equity:
  Common stock, $.033 par value, authorized 
   12,000,000 shares; issued 7,789,764...........     257         257
  Additional paid-in capital.....................  60,044      59,923
  Retained deficit...............................  (4,349)     (6,058)
  Accumulated other comprehensive loss...........  (1,581)     (1,051)
  Treasury stock, at cost, 112,156 and 250,122 
   shares at June 30, 2002 and 2001, respectively.   (455)     (1,008)
                                                 --------    --------
  Total stockholders' equity.....................  53,916      52,063
                                                 --------    --------
  Total liabilities and stockholders' equity.....$188,223    $194,916
                                                 ========    ========