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

EXPRESS-1 EXPEDITED SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-32172		03-0450326
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer
incorporation or organization)				Identification No.)

3399 South Lakeshore Drive, Suite 225, Saint Joseph, Michigan 49085
(Address of principal executive offices — zip code)

(269) 429-9761
(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 9.01		Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

     The financial statements of the acquired business, Concert Group Logistics, LLC. were previously included within Item 9.01 (a) of Form 8-K filed with the Securities and Exchange Commission by the Company on January 31, 2008.

(b)

Pro forma financial information

The pro forma financial information required by this Item 9.01(b) is filed herein as exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 15, 2008.		Express-1 Expedited Solutions, Inc.
		/s/ Mark Patterson
		Mark Patterson
		Chief Financial Officer

Exhibit 99.1

Express-1 Expedited Solutions, Inc.
Unaudited Pro Forma Condensed
Consolidated Financial Information

Basis of Presentation

     The accompanying unaudited pro forma condensed balance sheet as of December 31, 2007 gives effect to the acquisition of substantially all assets of Concert Group Logistics, LLC by Express-1 Expedited Solutions, Inc. (the “Company”) as if the acquisition occurred on that date. The accompanying unaudited pro forma condensed statements of operations for the years ended December 31, 2007 and 2006, give effect to the acquisition as if it occurred on the first day of each period presented.

     Pro forma adjustments have been limited to only those adjustments that are: directly attributable to the transaction, factually supportable, and in the case of pro forma income statement adjustments, expected to have a continuing impact on the Company’s financial results.

     The unaudited pro forma condensed financial information is provided for information purposes only and is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of each period presented. The unaudited pro forma financial statements should not be construed as being representative of future operating results or financial position of the Company and should be read in conjunction with the:

o Accompanying Notes to the Unaudited Pro Forma Condensed Financial Statements;

o The Company’s historical audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 27, 2008;

o Concert Group Logistics, LLC historical audited financial statements and notes for the fiscal year ended December 31, 2007 and 2006 (included as Item 9.01 (a) within the 8-K filed with the Securities and Exchange Commission on behalf of Express-1 Expedited Solutions, Inc. on January 31, 2008); and

o Form 8-K filed with the Securities and Exchange Commission by the Company on January 31, 2008 and the exhibits attached thereto.

Express-1 Expedited Solutions, Inc.
Unaudited Pro Forma Consolidated Balance Sheet

																		Pro Forma
																		Consolidated
		Express-1 Expedited				Concert Group												Express-1 Expedited
		Solutions, Inc.				Logistics, LLC				Pro Forma								Solutions, Inc.
		As of				As of				Transaction								As of
		December 31, 2007				December 31, 2007				Adjustments				Note				December 31, 2007
Assets
Current assets:
Cash and cash equivalents		$	800,000			$	258,000			$	—							$	1,058,000
Accounts receivable, net of allowances for doubtful accounts (Note A)			5,663,000				6,294,000				—								11,957,000
Prepaid expenses			492,000				91,000				—								583,000
Other current assets			149,000				750,000				(502,000	)			E				397,000
Deferred tax asset, current			1,549,000				—				—								1,549,000
Total current assets			8,653,000				7,393,000				(502,000	)							15,544,000
Property and equipment, net of accumulated depreciation (Note B)			2,312,000				458,000				(14,000	)			F				2,756,000
Goodwill			7,737,000				—				8,875,000				G				16,612,000
Identified intangible assets, net of accumulated amortization (Note C)			3,950,000				—				3,000,000				H				6,950,000
Loans and advances			104,000				263,000				—								367,000
Deferred tax asset, long term			377,000				—				—								377,000
Other long term assets			591,000				416,000				—								1,007,000
		$	23,724,000			$	8,530,000			$	11,359,000							$	43,613,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	892,000			$	5,450,000			$	—							$	6,342,000
Accrued salaries and wages			660,000				—				—								660,000
Accrued acquisition earnouts			2,210,000				—				—								2,210,000
Accrued expenses, other			861,000				133,000				—								994,000
Current maturities of long term debt			50,000				2,356,000				(1,156,000	)			I				1,250,000
Other current liabilities			199,000				446,000				—								645,000
Total current liabilities			4,872,000				8,385,000				(1,156,000	)							12,101,000
Line of credit			—				—				—								—
Notes payable and capital leases, net of current maturities			34,000				60,000				7,740,000				J				7,834,000
Other long-term liabilities			616,000				12,000				—								628,000
Total long-term liabilities			650,000				72,000				7,740,000								8,462,000
Stockholders’ equity:
Preferred stock, (Note D)			—				—				—								—
Common stock (Note D)			27,000				—				5,000				K				32,000
Additional paid-in capital			21,152,000				—				4,843,000				K				25,995,000
Accumulated deficit			(2,870,000	)			73,000				(73,000	)			L				(2,870,000	)
Treasury stock, at cost (Note D)			(107,000	)			—				—								(107,000	)
Total stockholders’ equity			18,202,000				73,000				4,775,000								23,050,000
		$	23,724,000			$	8,530,000			$	11,359,000							$	43,613,000

Express-1 Expedited Solutions, Inc.
Unaudited Pro Forma Consolidated Statements of Operations

		For the year ended December 31, 2007
																		Pro Forma
										Pro Forma								Consolidated
		Express-1 Expedited				Concert Group				Transaction								Express-1 Expedited
		Solutions, Inc.				Logistics, LLC				Adjustments				Notes				Solutions, Inc.
Revenues
Operating revenue		$	52,789,000			$	47,215,000			$	(19,000	)			M			$	99,985,000
Expenses
Direct expenses			39,911,000				42,743,000				(19,000	)			M				82,635,000
Gross margin			12,878,000				4,472,000				—								17,350,000
Sales, general and administrative expense			9,342,000				3,945,000				(959,000	)			N				12,328,000
Other expense			—				43,000				—								43,000
Interest expense			65,000				162,000				138,000				O				365,000
Income before income tax provision			3,471,000				322,000				821,000								4,614,000
Income tax provision			1,300,000				—				320,000				P				1,620,000
Net income		$	2,171,000			$	322,000			$	821,000							$	2,994,000
Earnings per common share
Basic income per common share			0.08																0.10
Diluted income per common share			0.08																0.09
Weighted average common shares outstanding
Basic weighted average common shares outstanding			26,690,382								4,800,000				K				31,490,382
Diluted weighted average common shares outstanding			27,326,729								4,800,000				K				32,126,729

Express-1 Expedited Solutions, Inc.
Unaudited Pro Forma Consolidated Statements of Operations

		For the year ended December 31, 2006
																		Pro Forma
										Pro Forma								Consolidated
		Express-1 Expedited				Concert Group				Transaction								Express-1 Expedited
		Solutions, Inc.				Logistics, LLC				Adjustments				Notes				Solutions, Inc.
Revenues
Operating revenue		$	42,191,000			$	36,644,000			$	(37,000	)			N			$	78,798,000
Expenses
Direct expenses			31,396,000				32,928,000				(37,000	)			N				64,287,000
Gross margin			10,795,000				3,716,000				—								14,511,000
Sales, general and administrative expense			7,608,000				3,271,000				(810,000	)			O				10,069,000
Other expense			206,000				17,000				—								223,000
Interest expense			205,000				121,000				179,000				P				505,000
Income before income tax provision			2,776,000				307,000				631,000								3,714,000
Income tax benefit			(1,128,000	)			—				—								(1,128,000	)
Net income		$	3,904,000			$	307,000			$	631,000							$	4,842,000
Earnings per common share
Basic income per common share			0.15																0.16
Diluted income per common share			0.15																0.15
Weighted average common shares outstanding
Basic weighted average common shares outstanding			26,297,120								4,800,000				K				31,097,120
Diluted weighted average common shares outstanding			26,641,012								4,800,000				K				31,441,012

Express-1 Expedited Solutions, Inc.
Notes to the Unaudited Pro Forma Financial Statements

A.		Accounts receivable, net of allowances for doubtful accounts as of December 31, 2007 of $77,000 and $71,000 for Express-1 Expedited Solutions, Inc. and Concert Group Logistics, LLC, respectively.
B.		Property and equipment, net of accumulated depreciation of December 31, 2007 of $1,734,000 and $546,000 for Express-1 Expedited Solutions, Inc. and Concert Group Logistics, LLC, respectively.
C.		Identified intangible assets, net of accumulated amortization as of December 31, 2007 of $1,279,000 for the Company.
D.		Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of December 31, 2007 for the Company;
		Common stock, $.001 par value; 100,000,000 shares authorized; 27,008,768 shares issued and 26,828,768 shares outstanding as of December 31, 2007 for the Company;
		Treasury stock, at cost, 180,000 shares held as of December 31, 2007 for the Company.
E.		Notes receivable of $502,000 due from the Concert Group ownership members to Concert Group Logistics, LLC were excluded from the transaction.
F.		Property and equipment with a net book value of $14,000 was excluded from the transaction.
G.		Goodwill of $8,875,000 was created in the transaction. The Company is currently in the process of completing an independent valuation of the assets acquired from the transaction and anticipates completion of that valuation within the second quarter of 2008. Based upon the results of that independent valuation, the Company anticipates that the amount of goodwill and intangibles created from the transaction as reported within the Company’s financial statements on a prospective basis could differ from the amounts recorded within these pro forma financial statements.
H.		Intangibles created within the transaction include: employment contracts with embedded non-compete provisions, Concert Group Logistics trade name, and the value of the Concert Group Logistics independent station network. Based upon the valuation mentioned in footnote H, the Company anticipates that the value placed upon these intangibles could change.

						Estimated
Intangible		Value				Life
Employment contracts		$	500,000			4 years
CGL Station Network		$	1,500,000			15 Years
CGL Trade Name		$	1,000,000			20 Years

I.		The amount reflected represents the net amount after reduction for the Concert Group Logistics, LLC debt and increase for the $1.2 million current portion of the $3.6 million term debt used by the Company to finance the transaction.
J.		The Company borrowed $9.0 million to finance the Concert Group Logistics, LLC transaction. This consisted of a $3.6 million term note, $1.2 million of which was classified as current, and $5.4 million on a receivables based line of credit. The $60,000 of long term notes on the Concert Group Logistics, LLC balance sheet were satisfied by the sellers with proceeds from the transaction.

K.		The Company issued 4.8 million of common stock with a par value of $0.001 per share and a market value of $1.01 on the date of closing.
L.		Elimination of the Concert Group Logistics, LLC accumulated deficit in this asset purchase transaction.
M.		Express-1 Expedited Solutions, Inc. performed approximately $19,000 and $37,000 of services for Concert Group Logistics, LLC during 2007 and 2006, respectively. These amounts have been eliminated from the revenue and expenses for the purposes of consolidation.
N.		Elimination of excess seller’s compensation and non-recurring expenses attributable to employees and costs not transferred to the Company in the transaction. These amounts resulted from the completion of the transaction, were factually supportable and were determined to have an on-going impact on the operations of the Company, in the opinion of management. Also included within this line item was $275,000 of amortization of intangibles in each of the years presented.
O.		Interest expense on both the term portion and revolving portions of long-term debt from the acquisition.
P.		Income tax provision for 2007 at an approximate rate of 39% of pre-tax earnings. During 2006, the Company did not record a current tax provision, due to the existence of a large deferred tax valuation allowance.