e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2008
EXPRESS-1 EXPEDITED SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-32172
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03-0450326 |
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(State or other jurisdiction of
incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
429 Post Road, Buchanan, Michigan 49107
(Address of principal executive offices zip code)
(269) 695-4920
(Registrants telephone number, including area code)
Not applicable
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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ITEM 2.02 |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On February 12, 2008, Express-1 Expedited Solutions, Inc., issued a press release reporting its
financial results for the quarter ended December 31, 2007. A copy of the release is furnished as
Exhibit 99.1.
The information furnished herein, including Exhibit 99.1, is not deemed to be filed for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This
information will not be deemed to be incorporated by reference into any filing under the Securities
Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by
reference.
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ITEM 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS |
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Press Release dated February 12, 2008. |
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated February 12, 2008 |
Express-1 Expedited Solutions, Inc.
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By: |
/s/ Mike Welch
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Mike Welch |
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Chief Executive Officer |
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3
exv99w1
Exhibit 99.1
Contact:
Express-1 Expedited Solutions, Inc.
Jeff Curry
269-695-4955
Jeff.Curry@express-1.com
EXPRESS-1 EXPEDITED SOLUTIONS (AMEX:XPO) CONTINUES DRIVING MOMENTUM
FOR NINTH CONSECUTIVE QUARTER
REVENUES UP 32%; OPERATING INCOME UP 55%
BUCHANAN, Mich. February 12, 2008 Express-1 Expedited Solutions, Inc. today reported its
earnings for the fourth quarter, ended December 31, 2007.
Express-1, one of the nations top providers of ground expedited transportation services reported a
32% increase in revenue in the fourth quarter of 2007. Revenues increased to $14.1 million compared
to $10.7 million in the fourth quarter of 2006. The Company continues to grow at a rapid pace, even
in the face of a weakened transportation market.
During the same period, income from operations (income before income tax provision) increased by
55% to $723,000 versus $466,000 for the same period in 2006. Net income was $457,000 or $0.02 per
diluted share for the fourth quarter of 2007 compared to $1,594,000 or $0.06 per diluted share for
the fourth quarter of 2006.
During the fourth quarter of 2006, the company recorded a one-time tax benefit of $1,128,000
related to a deferred tax valuation, whereas the Company recorded a tax provision of $266,000,
during the fourth quarter of 2007. The company continues to have Net Operating Loss Carry forwards
(NOLs) which will substantially reduce the amount of cash paid for income taxes, until exhausted.
As of December 31, 2007, the Company estimates its remaining NOLs to be approximately $5.4
million.
Express-1 continues the momentum weve established over the previous quarters. Our top-line growth
remains strong and our earnings growth is very positive in light of the weakened economy. Full-year
2007 revenues were in excess of $52 million representing an increase of over 25% compared to 2006.
At the same time, full-year income from operations increased to over $3.4 million which is an
increase of more than 30% from 2006 levels. Were continuing to gain traction in the expedite
market and remain focused on expanding our capability to offer premium transportation services,
said Michael Welch, the Companys Chief Executive Officer. Commenting further, Mr. Welch added,
Just after the end of the fourth quarter, we announced the purchase
of our Concert Group Logistics (CGL) operations and the formation of
our Bounce Logistics subsidiary. We now have a much
greater capacity to serve more of the critical transportation needs of our customer base. Our
cross-selling opportunities are significant and were looking forward to re-introducing our
expanded services to our new and existing customer base.
Jeff Curry, President of the Companys Express-1 segment stated, Were very proud of the results
we achieved during the fourth quarter. Express-1s revenue increased by 35% over 2006 levels.
During the
period, we implemented some measures aimed at improving our margin and were pleased to
announce some improvement over the margin we achieved in the third quarter of 2007. We will continue to
focus on margin improvement in the coming quarters. Weve gained market share in the face of
significant rate pressures and our International operations in Mexico and Canada are gaining
significant traction. Within Express-1, our average fleet of VPs increased by 48% during the
period. Commenting further Mr. Curry stated, While our margin percentages remained soft as a
percentage of revenue, our gross margin increased by over $500,000 compared to the fourth quarter
of 2006.
Mr. Welch
added, Our Express-1 Dedicated segment in Evansville showed a 10% increase in revenue, and most
importantly contributed to our overall profits, due to the rate increases we were awarded in 2007.
This is significant, as Express-1 Dedicated has now become profitable. We remain focused on pushing our
momentum further as we enter 2008 and chart our future, which
includes CGL and Bounce Logistics.
Chief Financial Officer Mark Patterson said, Our Company continued to demonstrate some operating
leverage during the fourth quarter, as our consolidated SG&A, as a percentage of revenue, declined
more than two full percentage points from the level we recorded in the fourth quarter of 2007. It
remains important in the face of this soft transportation market to continue to focus on
controlling our overhead and administrative costs. We remain committed to this model, and believe
it gives us strength and flexibility in this period of weakened demand. Were pleased with these
results and proud of the commitment from our team.
Outlook
Mike Welch commented, Looking towards 2008, we have significantly enhanced our ability to serve
the premium transportation needs of our customers, with the positioning of Express-1, Express-1
Dedicated, the acquisition of CGL and the creation of Bounce Logistics. Were anticipating
full-year 2008 revenue to be in excess of $120 million, which represents an approximate 20%
increase on a proforma basis. The business model of Express-1 and CGL are both proven and allow us
to gain market share and strengthen even during a weakened economy. The cultures of our companies
are similar and each is headed by a very capable executive and experienced team of professionals.
We continue to remain focused on our goals and are committed to doing what we say were going to
do. By doing this, we believe we will be able to continue growing our company and profits.
2008 Financial Guidance
Based on current market conditions and the acquisition of the CGL assets, Express-1 Expedited
Solutions, Inc. expects revenue for 2008 to be in the range of $120 million to $125 million,
representing approximately 18 percent to 20 percent growth in the Companys combined operations.
The Company expects full-year net income in the range of $3.7 million to $4.2 million, or
approximately $0.11 to $0.12 per fully diluted share, which includes the shares issued in the
transaction.
Conference Call/Webcast Information
Management will conduct a conference call Tuesday February 12, 2008 at 4:00 PM Eastern to discuss
the Companys fourth quarter financial results. Those wishing to take part in the conference call
can dial 877-407-9210 or 201-689-8049 (International). A playback will be available through midnight on
February 19, 2008. To listen to the playback, please call 877-660-6853. Use account number 286 and
conference ID number 273223.
About Express-1 Expedited Solutions, Inc.
Express-1 Expedited Solutions, Inc. is a non-asset based services organization focused on premium
transportation through its business segments, Express-1, Inc. (Buchanan, Michigan), Express-1
Dedicated (Evansville, Indiana), Bounce Logistics, Inc. (South Bend, Indiana) and Concert Group
Logistics, Inc. (CGL) (Downers Grove, Illinois). These operations are focused on same-day,
timesensitive, dedicated transportation and freight forwarding services. The Company serves more
than 2,000 customers and its premium transportation offerings are provided through one of five
operations centers, Buchanan, Michigan, Evansville, Indiana, Toledo, Ohio, South Bend, Indiana and
Downers Grove, Illinois. The Company employees an experienced executive, sales, operations and
administrative staff and utilizes the latest in operations software. The Company services customers
throughout the lower 48 states and portions of Canada and Mexico. The Companys CGL segment
services some international shipments, in addition to its domestic operations, The Companys
operating model can be described as assets light, with independent contractors fulfilling the
trucking services for most of its shipments, and independently owned stations managing the services
of its freight forwarding network. Express-1 Expedited Solutions, Inc. is publicly traded on the
American Stock Exchange under the symbol XPO. For more information about the Company, visit
www.express-1.com.
Forward-Looking Statements
This press release contains forward-looking statements that may be subject to various risks and
uncertainties. Such forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and are made based on managements current
expectations or beliefs as well as assumptions made by, and information currently available to,
management. These forward-looking statements, which may include statements regarding our future
financial performance or results of operations, including expected revenue growth, cash flow
growth, future expenses, future operating margins and other future or expected performance, are
subject to the following risks: that our recent reorganization fails to result in projected
operating efficiencies; the acquisition of businesses or the launch of new lines of business, which
could increase operating expenses and dilute operating margins; increased competition, which could
lead to negative pressure on our pricing and the need for increased marketing; the inability to
maintain, establish or renew relationships with customers, whether due to competition or other
factors; the inability to comply with regulatory requirements governing our business operations;
and to the general risks associated with our businesses.
In addition to the risks and uncertainties discussed above you can find additional information
concerning risks and uncertainties that would cause actual results to differ materially from those
projected or suggested in the forward-looking statements in the reports that we have filed with the
Securities and Exchange Commission. The forward-looking statements contained in this press release
represent our judgment as of the date of this release and you should not unduly rely on such
statements. Unless otherwise required by law, we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or
otherwise after the date of this press release. In light of these risks and uncertainties, the
forward-looking events and circumstances discussed in the filing may not occur, and actual results could differ materially from those
anticipated or implied in the forward-looking statements.
Express-1 Expedited Solutions, Inc.
Balance Sheet
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December 31, |
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December 31, |
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2007 |
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2006 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
800,000 |
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$ |
79,000 |
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Accounts receivable, net of allowances of $77,000 and
$77,000, respectively |
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5,663,000 |
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5,354,000 |
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Prepaid expenses |
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492,000 |
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265,000 |
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Other current assets |
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149,000 |
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181,000 |
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Deferred tax asset, current |
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1,372,000 |
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1,069,000 |
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Total current assets |
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8,476,000 |
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6,948,000 |
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Property and equipment, net of $1,734,000 and $1,410,000 in
accumulated depreciation, respectively |
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2,312,000 |
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2,488,000 |
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Goodwill |
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7,737,000 |
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5,527,000 |
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Identified intangible assets, net of $1,279,000 and $1,004,000 in
accumulated amortization, respectively |
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3,950,000 |
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4,225,000 |
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Loans and advances |
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104,000 |
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143,000 |
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Deferred tax asset, long term |
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554,000 |
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2,069,000 |
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Other long term assets |
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591,000 |
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209,000 |
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$ |
23,724,000 |
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$ |
21,609,000 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
892,000 |
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$ |
1,034,000 |
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Accrued salaries and wages |
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660,000 |
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724,000 |
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Accrued acquisition earnouts |
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2,210,000 |
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1,960,000 |
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Accrued expenses, other |
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861,000 |
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740,000 |
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Current maturities of long term debt |
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50,000 |
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117,000 |
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Other current liabilities |
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199,000 |
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295,000 |
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Total current liabilities |
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4,872,000 |
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4,870,000 |
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Line of credit |
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0 |
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1,159,000 |
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Notes payable and capital leases, net of current maturities |
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34,000 |
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127,000 |
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Other long-term liabilities |
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616,000 |
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115,000 |
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Total long-term liabilities |
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650,000 |
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1,401,000 |
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Stockholders equity: |
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Preferred stock, $.001 par value; 10,000,000 shares
no shares issued or outstanding |
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Common stock, $.001 par value; 100,000,000 shares
authorized; 27,008,768 and 26,516,037 shares issued
and 26,828,768 and 26,336,037 shares outstanding |
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27,000 |
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27,000 |
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Additional paid-in capital |
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21,152,000 |
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20,459,000 |
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Accumulated deficit |
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(2,870,000 |
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(5,041,000 |
) |
Treasury stock, at cost, 180,000 shares held |
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(107,000 |
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(107,000 |
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Total stockholders equity |
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18,202,000 |
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15,338,000 |
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$ |
23,724,000 |
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$ |
21,609,000 |
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Express-1
Expedited Solutions, Inc.
Consolidated Statements of Operations
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenues |
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Operating revenue |
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$ |
14,095,000 |
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$ |
10,665,000 |
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$ |
52,789,000 |
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$ |
42,191,000 |
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Expenses |
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Direct expenses |
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10,800,000 |
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8,005,000 |
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39,911,000 |
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31,396,000 |
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Gross margin |
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3,295,000 |
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2,660,000 |
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12,878,000 |
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10,795,000 |
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Sales, general and administrative expense |
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2,579,000 |
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2,103,000 |
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9,342,000 |
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7,608,000 |
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Other
expense (income) |
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(1,000 |
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48,000 |
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206,000 |
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Interest
expense (income) |
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(6,000 |
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43,000 |
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65,000 |
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205,000 |
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Income before income tax provision |
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723,000 |
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466,000 |
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3,471,000 |
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2,776,000 |
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Income tax provision (benefit) |
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266,000 |
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(1,128,000 |
) |
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1,300,000 |
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(1,128,000 |
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Net income |
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$ |
457,000 |
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$ |
1,594,000 |
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$ |
2,171,000 |
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$ |
3,904,000 |
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Earnings per common share |
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Basic income per common share |
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0.02 |
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0.06 |
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0.08 |
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0.15 |
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Diluted income per common share |
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0.02 |
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0.06 |
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0.08 |
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0.15 |
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Weighted average common shares outstanding |
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Basic weighted average common shares outstanding |
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26,758,362 |
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26,332,776 |
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26,690,382 |
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26,297,120 |
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Diluted weighted average common shares outstanding |
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27,180,814 |
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26,821,687 |
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27,326,729 |
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26,641,012 |
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Included within the expenses above are depreciation and amortization of $194,000 and $305,000
for the three months ended December 31, 2007 and 2006, respectively; and $843,000 and $1,054,000
for the twelve months ended December 31, 2007 and 2006, respectively.