INDIANAPOLIS, May 8, 2017 /PRNewswire/ -- Celadon Group, Inc.
("Celadon" or the "Company") (NYSE: CGI) today announced that on
May 2, 2017, it received a notice
from the New York Stock Exchange (the "NYSE") notifying the Company
of its failure to meet a NYSE listing standard. The failure
resulted from the Company's independent auditor's withdrawal
of its reports related to the Company's Form 10-K for the fiscal
year ended June 30, 2016, and Form
10-Qs for the quarters ended September
30 and December 31 2016,
respectively (the "Delinquent Periods"). The withdrawal
constitutes a "Filing Delinquency" under Section 802.01E (SEC
Annual and Quarterly Report Timely Filing Criteria) of the NYSE
Listed Company Manual. The Company previously disclosed the
withdrawal of its auditor's reports on May
1, 2017 in a press release and Form 8-K, which resulted in
the NYSE's notification of a Filing Delinquency. This
notification and the related process described below are to be
expected and are part of the NYSE's normal compliance process when
a listed company's auditor withdraws an audit report.
The Audit Committee of the Company's Board of Directors is
reviewing this development. The Audit Committee is comprised
of all independent directors of the Company, and will be assisted
by an independent law firm and a leading, international auditing,
tax, and advisory firm. The expected timing of remedying the
Filing Delinquency is not known at this time.
The Company has six months from the date of the Filing
Delinquency to cure such delinquency. The NYSE may, in its
discretion, extend the initial cure period for up to an additional
six months. Subject to the NYSE's ongoing oversight and
review, the Company can regain compliance during the cure period by
obtaining reissued reports from its auditor and refiling its Form
10-K and Form 10-Qs for the Delinquent Periods. If the
Company fails to file these reports by the expiration of the
applicable cure period, the NYSE may commence proceedings to delist
the Company's common stock. The Company believes that it will
continue to be listed on the NYSE, but there can be no assurance
that the Company will be able to file the new reports within the
initial cure period or any extended cure period. In addition,
the NYSE maintains the ability to commence delisting procedures at
any time during the cure period, but as of today the Company does
not believe the NYSE will do so.
About Celadon
Celadon Group, Inc. (www.celadongroup.com), through its
subsidiaries, provides long haul, regional, local, dedicated,
intermodal, temperature-protect, flatbed, and expedited freight
service across the United States,
Canada and Mexico. The
Company also owns Celadon Logistics Services, which provides
freight brokerage services, freight management, as well as supply
chain management solutions, including logistics, warehousing, and
distribution.
This press release contains certain statements that may be
considered forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended 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 be," "intends,"
"believes," and similar terms and phrases. Forward-looking
statements are based upon the current beliefs and expectations of
our 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 this press release,
statements relating to the Audit Committee's review, the
anticipated correction of the Filing Delinquency, the timing of
correcting the Filing Delinquency, the Company's belief that it
will continue to be listed on the NYSE, anticipated grace periods,
and anticipated NYSE actions with respect to the Filing Delinquency
and the listing of the Company's common stock, 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 this press release 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 additional information may arise from the
Company's and its Audit Committee's 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 Company's ability to timely file amended periodic reports
reflecting restated financial statements, if required, the
ramifications of the Company's 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
SEC. 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.
For more information:
Joe
Weigel
Director of Communications
(317) 972-7006 Direct
jweigel@celadongroup.com
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SOURCE Celadon Group, Inc.