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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)
         
Delaware   001-32172   03-0450326
         
(State or other jurisdiction of
incorporation or
organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
429 Post Road, Buchanan, Michigan 49107
(Address of principal executive offices — zip code)
(269) 695-4920
(Registrant’s 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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 
 

 


 

ITEM 2.02   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.
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
         
Exhibit No.   Exhibit Description
       
 
  99.1    
Press Release dated February 12, 2008.

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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.
         
Dated February 12, 2008  Express-1 Expedited Solutions, Inc.
 
 
  By:   /s/ Mike Welch    
    Mike Welch   
    Chief Executive Officer   
 

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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 nation’s 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 (NOL’s) which will substantially reduce the amount of cash paid for income taxes, until exhausted. As of December 31, 2007, the Company estimates its remaining NOL’s to be approximately $5.4 million.
“Express-1 continues the momentum we’ve 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. We’re continuing to gain traction in the expedite market and remain focused on expanding our capability to offer premium transportation services,” said Michael Welch, the Company’s 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 we’re looking forward to re-introducing our expanded services to our new and existing customer base.”
Jeff Curry, President of the Company’s Express-1 segment stated, “We’re very proud of the results we achieved during the fourth quarter. Express-1’s revenue increased by 35% over 2006 levels. During the

 


 

period, we implemented some measures aimed at improving our margin and we’re 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. We’ve 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 VP’s 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. We’re 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. We’re 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 we’re 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 Company’s 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 Company’s 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, time—sensitive, 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 Company’s CGL segment services some international shipments, in addition to its domestic operations, The Company’s 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 management’s 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
                 
    December 31,     December 31,  
    2007     2006  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 800,000     $ 79,000  
Accounts receivable, net of allowances of $77,000 and $77,000, respectively
    5,663,000       5,354,000  
Prepaid expenses
    492,000       265,000  
Other current assets
    149,000       181,000  
Deferred tax asset, current
    1,372,000       1,069,000  
 
           
Total current assets
    8,476,000       6,948,000  
 
               
Property and equipment, net of $1,734,000 and $1,410,000 in accumulated depreciation, respectively
    2,312,000       2,488,000  
 
               
Goodwill
    7,737,000       5,527,000  
Identified intangible assets, net of $1,279,000 and $1,004,000 in accumulated amortization, respectively
    3,950,000       4,225,000  
Loans and advances
    104,000       143,000  
Deferred tax asset, long term
    554,000       2,069,000  
Other long term assets
    591,000       209,000  
 
           
 
  $ 23,724,000     $ 21,609,000  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 892,000     $ 1,034,000  
Accrued salaries and wages
    660,000       724,000  
Accrued acquisition earnouts
    2,210,000       1,960,000  
Accrued expenses, other
    861,000       740,000  
Current maturities of long term debt
    50,000       117,000  
Other current liabilities
    199,000       295,000  
 
           
Total current liabilities
    4,872,000       4,870,000  
 
           
 
               
Line of credit
    0       1,159,000  
Notes payable and capital leases, net of current maturities
    34,000       127,000  
Other long-term liabilities
    616,000       115,000  
 
           
Total long-term liabilities
    650,000       1,401,000  
 
           
 
               
Stockholders’ equity:
               
Preferred stock, $.001 par value; 10,000,000 shares no shares issued or outstanding
           
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
    27,000       27,000  
Additional paid-in capital
    21,152,000       20,459,000  
Accumulated deficit
    (2,870,000 )     (5,041,000 )
Treasury stock, at cost, 180,000 shares held
    (107,000 )     (107,000 )
 
           
 
               
Total stockholders’ equity
    18,202,000       15,338,000  
 
           
 
  $ 23,724,000     $ 21,609,000  
 
           

 


 

Express-1 Expedited Solutions, Inc.
Consolidated Statements of Operations
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,     December 31,     December 31,  
    2007     2006     2007     2006  
Revenues
                               
Operating revenue
  $ 14,095,000     $ 10,665,000     $ 52,789,000     $ 42,191,000  
 
                               
Expenses
                               
Direct expenses
    10,800,000       8,005,000       39,911,000       31,396,000  
 
                       
Gross margin
    3,295,000       2,660,000       12,878,000       10,795,000  
 
                               
Sales, general and administrative expense
    2,579,000       2,103,000       9,342,000       7,608,000  
Other expense (income)
    (1,000 )     48,000             206,000  
Interest expense (income)
    (6,000 )     43,000       65,000       205,000  
 
                       
 
                               
Income before income tax provision
    723,000       466,000       3,471,000       2,776,000  
 
                               
Income tax provision (benefit)
    266,000       (1,128,000 )     1,300,000       (1,128,000 )
 
                       
Net income
  $ 457,000     $ 1,594,000     $ 2,171,000     $ 3,904,000  
 
                       
 
                               
Earnings per common share
                               
Basic income per common share
    0.02       0.06       0.08       0.15  
Diluted income per common share
    0.02       0.06       0.08       0.15  
 
                               
Weighted average common shares outstanding
                               
Basic weighted average common shares outstanding
    26,758,362       26,332,776       26,690,382       26,297,120  
Diluted weighted average common shares outstanding
    27,180,814       26,821,687       27,326,729       26,641,012  
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.