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Celadon Group Announces Fiscal Fourth Quarter and Twelve Months Results; TruckersB2B, Inc. exceeds 200,000 member trucks enrolled

24 August 2000

Celadon Group Announces Fiscal Fourth Quarter and Twelve Months Results; TruckersB2B, Inc. exceeds 200,000 member trucks enrolled

    INDIANAPOLIS--Aug. 24, 2000--Celadon Group, Inc. today announced financial results for the fiscal 2000 fourth quarter and year ended June 30, 2000.
    Consolidated revenues from operations in the June 2000 quarter rose more than 28 percent to $91.8 million compared to $71.8 million in the June 1999 quarter. Consolidated net income, excluding the loss related to the Company's subsidiary TruckersB2B, Inc. was $0.4 million, or $0.05 per diluted share compared to net income of $1.8 million, or $0.23 per diluted share, in the prior year's fourth quarter. Fuel costs were significantly higher during the June 2000 quarter compared with prior year which negatively impacted the Company by more than $0.13 per diluted share in the June 2000 quarter. Improved utilization and lower deadhead were not sufficient to offset the impact of the higher fuel costs and unseated truck count.
    Including the impact of TruckersB2B, the Company's consolidated net loss was $1.8 million, or $0.22 per diluted share in the June 2000 quarter. TruckersB2B accounted for a $0.28 loss per diluted share in the June 2000 quarter. This was driven primarily by non-cash charges related to the fair value of shares of TruckersB2B common stock earned by its strategic partners. Celadon's portion of these non-cash charges was $2.4 million ($1.5 million after-tax or $0.19 per diluted share). The $2.4 million was based on the estimated fair value of approximately $12 per TruckersB2B share at the time the shares were earned. In its first full quarter of operations, TruckersB2B incurred operating losses of $1.1 million ($0.7 million after-tax or $.09 per diluted share) related to advertising, administrative and other costs associated with the start-up of the new business. The Company anticipates additional TruckersB2B shares to be earned by strategic partners, which will be reflected as an expense in the first quarter of fiscal year 2001.
    At June 30, there were 10,335,000 shares of TruckersB2B outstanding, of which Celadon owns 8,712,500 shares.
    Net loss for the fiscal year ended June 30, 2000 was $2.0 million, or $0.26 per diluted share, compared with net income of $4.8 million, or $0.62 per diluted share, in the fiscal year ended June 30, 1999.
    Consolidated revenue for the fiscal year ended June 30, 2000, totaled $351.6 million, an increase of 25% over revenues of $281.8 million reported in the corresponding twelve months of 1999. Consolidated operating income for the fiscal year ended June 30, 2000 decreased to $8.8 million from $15.3 million in the fiscal year ended June 30, 1999.
    The Company indicated that TruckersB2B, Inc. now has over 205,000 member trucks enrolled, represented by over 5,200 separate companies in the U.S. and Canada. The number of trucks is as reported by member data and has not been independently verified. TruckersB2B, Inc. is an Internet-based "business-to-business" membership program that provides discounted fuel, tires, equipment and other products and services to small- and medium-sized trucking companies and private fleets through its website www.truckersb2b.com.

    Celadon Group Inc., is a trucking and e-commerce company headquartered in Indianapolis, IN. The Company operates approximately 2,500 line haul tractors and 7,000 trailers. Through its wholly owned subsidiary, Celadon E-Commerce, Inc., Celadon Group is the majority owner of TruckersB2B,Inc. Please visit the company's websites at: www.celadontrucking.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 Celadon Group'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; the success of TruckersB2B, Inc.; 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 Celadon Group 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 Celadon Group with the Securities and Exchange Commission. Readers should take these factors into account in evaluating any such forward looking statements.

    For additional information on Celadon Group, Inc. free of charge via the internet, please go to http://www.tirc.com/invest/celadon/index.htm

table follows



Celadon Group, Inc. Consolidated Operating Results
(Unaudited) (Amounts in thousands, except per share amounts)

                    Three Months Ended            Fiscal Year Ended
                  6/30/00      6/30/99        6/30/00       6/30/99
                  -------      -------        -------       -------

Revenue          $ 91,799     $ 71,779       $351,569      $281,829
                 ========     ========       ========      ========

Operating income (loss):
Trucking 
Division       $    3,238     $  4,636       $ 13,529    $   15,303(b)
TruckersB2B        (3,981)(c)      ---         (4,685)(c)       ---
                  -------     --------        -------       -------
Operating income 
(loss)               (743)       4,636          8,844        15,303
Other income 
(expense)             (49)          (3)          (256)          (97)
Loss on disposition 
of equipment          ---          ---         (3,266)(a)       ---
Interest expense   (2,639)      (1,853)        (9,324)       (7,570)
Interest income        20           47             86           185
Minority interest in 
subsidiary            456          ---            547           ---
              -----------    ---------     ----------     ---------
Profit (loss) 
before tax         (2,955)       2,827         (3,369)        7,821
Provision (benefit) 
for income taxes   (1,160)       1,068         (1,328)        2,980
               ----------        -----      ---------         -----

Net income (loss) $(1,795)     $ 1,759      $  (2,041)(a)(c) $4,841(b)
              ===========      =======     ==========        ======

Earnings (loss) 
per share:
Trucking Division   $0.05        $0.23          $0.06         $0.62
TruckersB2B         (0.28)         ---          (0.32)          ---
                   ------    ---------         ------     ---------
Diluted            ($0.23)       $0.23         ($0.26)        $0.62
                   ======        =====         ======         =====

Basic              ($0.23)       $0.23         ($0.26)        $0.63
                   ======        =====         ======         =====

Weighted average number 
of common shares 
outstanding
Diluted             8,039        7,757          7,890         7,784
                    =====        =====         ======         =====
Basic               7,783        7,752          7,777         7,739
                    =====        =====         ======         =====
(a) Includes a one-time charge related to the early disposition of
    company equipment as a result of the Zipp Express, Inc.
    acquisition.

(b) Includes one-time after-tax charge of $0.10 per diluted share for
    transaction costs incurred by the Company related to its
    previously announced expiration of its merger agreement with
    Odyssey Investment Partners and a charge related to the Company's
    sale of its oil futures position.

(c) Includes non-cash charges of $2.4 million, or $0.19 per diluted
    share related to Celadon's portion of the fair value of shares of
    TruckersB2B common stock granted to strategic partners.