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.

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

(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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 6, 2008, Express-1 Expedited Solutions, Inc., issued a press release reporting its financial results for the quarter ended September 30, 2008. 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 November 6, 2008.

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.

Exhibit 99.1

Contact:
Express-1 Expedited Solutions, Inc.
Mark Patterson
269-429-9761
Mark.Patterson@express-1.com

EXPRESS-1 EXPEDITED SOLUTIONS (AMEX:XPO) REPORTS STRONG Q3
RESULTS: REVENUE INCREASES 143%, OPERATING INCOME RISES 160%

SAINT JOSEPH, Mich. — November 6, 2008 — Express-1 Expedited Solutions, Inc. today reported its earnings for the third quarter, ended September 30, 2008.

Express-1 Expedited Solutions, through its four operating companies (Express-1, Bounce Logistics, Express-1 Dedicated and Concert Group Logistics), provides the following premium transportation services: same-day delivery, time—sensitive shipping, premium freight brokerage and dedicated transportation throughout North America, as well as domestic and international freight forwarding.

Express-1 Expedited Solutions reported a 143% increase in revenue during the third quarter of 2008 to $32.4 million, compared to $13.4 million for the same period in the prior year. The acquisition of Concert Group Logistics, which had a transaction date of January 1, 2008, contributed $14.3 million to revenues for the period. For the third quarter, the Company’s Express-1 operations expanded revenues by $2.1 million or 18% over the same three-months in 2007. Bounce Logistics gained traction and contributed $3.0 million to the overall increase in revenues. Bounce Logistics is a start-up premium truckload brokerage operation that began operations in March 2008. The Company’s other business unit, Express-1 Dedicated, increased revenues slightly during the period. When combined, the Express-1 Expedited Solutions’ business units delivered record revenue and operating profit during the period and the Company continued to grow at a healthy pace in the current weak economy.

During the same period, income from operations substantially increased by 160% to $2.0 million versus $778,000 during the same period of 2007. Net income improved 131% to $1.2 million or $0.04 per diluted share for the third quarter of 2008 compared to $499,000 or $0.02 per diluted share for the same period in 2007.

“Throughout 2008, our Company has significantly changed its geographical and operating footprints. The acquisition of Concert Group Logistics and the start-up of Bounce Logistics has begun to dramatically improve our results. We’re pleased with our growth and profitability for the third quarter, and happy to share the success of our business units. Given we’re in such a difficult freight environment, these results are a strong testament to our business model and the team we have in place throughout our Company,” stated Michael Welch, the Company’s Chief Executive Officer.

Welch added, “I am extremely pleased with the results we are starting to see from our two new business units, Concert Group Logistics and Bounce Logistics. Each of these businesses has continued to grow throughout 2008. We believe this will set the stage for a potentially stronger 2009, as these two units continue to develop. Complementing the new operations is the continued strong performance within our two historical business units, Express-1 and Express-1 Dedicated. We’ve continued to expand cross selling activities between our business units and are now offering an expanded array of premium services to our broad base of customers. We’re just now capitalizing on the full breadth of our expanded business model and optimistically anticipate that we will see revenue and income continue to expand during the coming quarters.”

Chief Financial Officer Mark Patterson said, “Our Company has continued to demonstrate the significant operating leverage within our model by holding the rate of growth within our Selling, General and Administrative expenses below those of our top line. Increasing by $1.0 million or 44% during the period, our Selling, General and Administrative expenses grew at a rate that is over 300% lower than the rate of growth for our revenue. As a percentage of revenue, SG&A costs continue to decline and represented 10% of consolidated revenue during the third quarter of 2008 versus over 17% during the same period in 2007. Our teams are completing the planned integration from the Concert Group Logistics acquisition and Bounce Logistics start-up. At the same time, our entire organization is focused upon lowering our overall back office costs, in an effort to support our desired levels of profitability. Our entire organization is focused upon controlling cost. We’re very proud of the efforts and commitment of the entire team.”

Outlook

“Looking towards the end of 2008, our business unit Presidents continue to be focused on delivering results that meet the targets we’ve established. Jeff Curry at Express-1, Brian Glaser at Express-1 Dedicated, Gerry Post at Concert Group Logistics and Tim Hindes at Bounce Logistics each lead a team of professionals that are committed to continuing the momentum we’ve established over the past twelve quarters,” Welch said. “Market expansion and attention to customer service are critical to expanding revenue. Our non-asset based business model has proven itself over many years and in all types of economic climates. We remain optimistic that we’ll be able to deliver the results we committed to at the start of 2008. By remaining focused on our model and our goals, we should be able to continue growing our Company and our profits in future periods.”

Conference Call/Webcast Information

Management will conduct a conference call November 6, 2008 at 10:00 a.m. Eastern to discuss the Company’s third quarter financial results. Those interested in accessing a live or archived Webcast of the call should visit the Company’s Website at www.express-1.com. Those wishing to take part in the live teleconference call can dial 877-407-9210 (U.S.) or 201-689-8049 (International). A playback will be available through midnight on November 11, 2008. To listen to the playback, please call 877-660-6853. Use account number 286 and conference ID number 300248.

About Express-1 Expedited Solutions, Inc.

Express-1 Expedited Solutions, Inc. is a non-asset based premium transportation organization that operates through the following business segments: Express-1, Inc. (Buchanan, Michigan), Concert Group Logistics, Inc. (Downers Grove, Illinois), Express-1 Dedicated, Inc. (Evansville, Indiana), and Bounce Logistics, Inc. (South Bend, Indiana). The Company serves more than 2,000 customers through operation centers staffed with experienced inside sales staff using the latest operational software. These business units are focused on premium services that include: same-day delivery, time—sensitive shipping, premium freight brokerage and dedicated transportation throughout North America, as well as domestic and international freight forwarding. The Company’s operating model can be described as non-asset or asset light, with independent contractors fulfilling the transportation 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 risks. These risks include: 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.
Consolidated Balance Sheets

		(Unaudited) September 30,				December 31,
		2008				2007
Assets
Current assets:
Cash and cash equivalents		$	1,868,000			$	800,000
Accounts receivable, net of allowances of $212,000 and $77,000, respectively			17,119,000				5,663,000
Prepaid expenses			238,000				492,000
Other current assets			887,000				149,000
Deferred tax asset, current			594,000				1,549,000
Total current assets			20,706,000				8,653,000
Property and equipment, net of $2,202,000 and $1,734,000 in accumulated depreciation, respectively			3,226,000				2,312,000
Goodwill			16,040,000				7,737,000
Identified intangible assets, net of $1,586,000 and $1,279,000 in accumulated amortization, respectively			6,647,000				3,950,000
Loans and advances			73,000				104,000
Deferred tax asset, long term			—				377,000
Other long term assets			1,212,000				591,000
		$	47,904,000			$	23,724,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	6,176,000			$	892,000
Accrued salaries and wages			598,000				660,000
Accrued acquisition earnouts			—				2,210,000
Accrued expenses, other			2,225,000				861,000
Current maturities of long term debt			1,247,000				50,000
Other current liabilities			1,005,000				199,000
Total current liabilities			11,251,000				4,872,000
Line of credit			8,254,000				—
Notes payable and capital leases, net of current maturities			1,700,000				34,000
Deferred tax liability, long term			250,000				—
Other long-term liabilities			527,000				616,000
Total long-term liabilities			10,731,000				650,000
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; 32,215,218 and 27,008,768 shares issued and 32,035,218 and 26,516,037 shares outstanding			32,000				27,000
Additional paid-in capital			26,298,000				21,152,000
Accumulated deficit			(301,000	)			(2,870,000	)
Treasury stock, at cost, 180,000 shares held			(107,000	)			(107,000	)
Total stockholders’ equity			25,922,000				18,202,000
		$	47,904,000			$	23,724,000

Express-1 Expedited Solutions, Inc.
Consolidated Statements of Operations
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2008				2007				2008				2007
Revenues
Operating revenue		$	32,438,000			$	13,359,000			$	88,369,000			$	38,694,000
Expenses
Direct expenses			27,136,000				10,310,000				73,701,000				29,111,000
Gross margin			5,302,000				3,049,000				14,668,000				9,583,000
Sales, general and administrative expense			3,276,000				2,271,000				10,080,000				6,763,000
Income from operations			2,026,000				778,000				4,588,000				2,820,000
Other expense (income)			21,000				(33,000	)			36,000				1,000
Interest expense (income)			94,000				13,000				273,000				71,000
Income before income tax provision			1,911,000				798,000				4,279,000				2,748,000
Income tax provision			759,000				299,000				1,710,000				1,034,000
Net income		$	1,152,000			$	499,000			$	2,569,000			$	1,714,000
Earnings per common share
Basic income per common share			0.04				0.02				0.08				0.06
Diluted income per common share			0.04				0.02				0.08				0.06
Weighted average common shares outstanding
Basic weighted average common shares outstanding			31,949,262				26,737,547				31,241,644				26,629,119
Diluted weighted average common shares outstanding			32,093,521				27,321,640				31,182,990				27,349,458

Included within the expenses above are depreciation and amortization of $288,000 and $198,000 for the three months ended September 30, 2008 and 2007, and $847,000 and $649,000 for the nine months ended September 30, 2008 and 2007, respectively.

Express-1 Expedited Solutions, Inc.
Summary Financial Table
For the Three Months Ended September 30,
(Unaudited)

		Quarter to Date								Quarter to Quarter Change								Percent of Revenue
		2008				2007				In Dollars				In Percentage				2008				2007
Revenues
Express-1		$	14,187,000			$	12,052,000			$	2,135,000				17.7	%			43.7	%			90.2	%
Express-1 Dedicated			1,321,000				1,307,000				14,000				1.1	%			4.1	%			9.8	%
Concert Group Logistics			14,341,000				—				14,341,000				—				44.2	%			—
Bounce Logistics			3,013,000				—				3,013,000				—				9.3	%			—
Intercompany Eliminations			(424,000	)			—				(424,000	)			—				-1.3	%			—
Total Revenues			32,438,000				13,359,000				19,079,000				142.8	%			100.0	%			100.0	%
Direct Expenses
Express-1			10,840,000				9,298,000				1,542,000				16.6	%			33.4	%			69.6	%
Express-1 Dedicated			972,000				1,012,000				(40,000	)			-4.0	%			3.0	%			7.6	%
Concert Group Logistics			13,127,000				—				13,127,000				—				40.5	%			—
Bounce Logistics			2,621,000				—				2,621,000				—				8.1	%			—
Intercompany Eliminations			(424,000	)			—				(424,000	)			—				-1.3	%			—
Total Direct Expenses			27,136,000				10,310,000				16,826,000				163.2	%			83.7	%			77.2	%
Gross Margin
Express-1			3,347,000				2,754,000				593,000				21.5	%			10.3	%			20.6	%
Express-1 Dedicated			349,000				295,000				54,000				18.3	%			1.1	%			2.2	%
Concert Group Logistics			1,214,000				—				1,214,000				—				3.7	%			—
Bounce Logistics			392,000				—				392,000				—				1.2	%			—
Total Gross Margin			5,302,000				3,049,000				2,253,000				73.9	%			16.3	%			22.8	%
Selling, General & Administrative
Express-1			1,610,000				1,790,000				(180,000	)			-10.1	%			5.0	%			13.4	%
Express-1 Dedicated			128,000				117,000				11,000				9.4	%			0.4	%			0.9	%
Concert Group Logistics			714,000				—				714,000				—				2.2	%			—
Bounce Logistics			390,000				—				390,000				—				1.2	%			—
Corporate			434,000				364,000				70,000				19.2	%			1.3	%			2.7	%
Total Selling, General & Administrative			3,276,000				2,271,000				1,005,000				44.3	%			10.1	%			17.0	%
Income From Operations
Express-1			1,737,000				964,000				773,000				80.2	%			5.4	%			7.2	%
Express-1 Dedicated			221,000				178,000				43,000				24.2	%			0.7	%			1.3	%
Concert Group Logistics			500,000				—				500,000				—				1.5	%			—
Bounce Logistics			2,000				—				2,000				—				—				—
Corporate			(434,000	)			(364,000	)			(70,000	)			-19.2	%			-1.3	%			-2.7	%
Total Income From Operations			2,026,000				778,000				1,248,000				160.4	%			6.2	%			5.8	%
Interest Expense			94,000				13,000				81,000				623.1	%			0.3	%			0.1	%
Other Expense			21,000				(33,000	)			54,000				163.6	%			0.1	%			-0.2	%
Income Before Income Tax Provision			1,911,000				798,000				1,113,000				139.5	%			5.9	%			6.0	%
Tax Provision			759,000				299,000				460,000				153.8	%			2.3	%			2.2	%
Total Net Income		$	1,152,000			$	499,000			$	653,000				130.9	%			3.6	%			3.7	%

Express-1 Expedited Solutions, Inc.
Summary Financial Table
For the Nine Months Ended September 30,
(Unaudited)

		Year to Date — September								Year to Year Change								Percent of Revenue
		2008				2007				In Dollars				In Percentage				2008				2007
Revenues
Express-1		$	41,964,000			$	34,902,000			$	7,062,000				20.2	%			47.5	%			90.2	%
Express-1 Dedicated			3,861,000				3,792,000				69,000				1.8	%			4.4	%			9.8	%
Concert Group Logistics			39,304,000				—				39,304,000				—				44.5	%			—
Bounce Logistics			4,241,000				—				4,241,000				—				4.8	%			—
Intercompany Eliminations			(1,001,000	)			—				(1,001,000	)			—				-1.1	%			—
Total Revenues			88,369,000				38,694,000				49,675,000				128.4	%			100.0	%			100.0	%
Direct Expenses
Express-1			32,145,000				26,138,000				6,007,000				23.0	%			36.4	%			67.6	%
Express-1 Dedicated			3,006,000				2,973,000				33,000				1.1	%			3.4	%			7.7	%
Concert Group Logistics			35,843,000				—				35,843,000				—				40.6	%			—
Bounce Logistics			3,708,000				—				3,708,000				—				4.2	%			—
Intercompany Eliminations			(1,001,000	)			—				(1,001,000	)			—				-1.1	%			—
Total Direct Expenses			73,701,000				29,111,000				44,590,000				153.2	%			83.4	%			75.2	%
Gross Margin
Express-1			9,819,000				8,764,000				1,055,000				12.0	%			11.1	%			22.6	%
Express-1 Dedicated			855,000				819,000				36,000				4.4	%			1.0	%			2.1	%
Concert Group Logistics			3,461,000				—				3,461,000				—				3.9	%			—
Bounce Logistics			533,000				—				533,000				—				0.6	%			—
Total Gross Margin			14,668,000				9,583,000				5,085,000				53.1	%			16.6	%			24.8	%
Selling, General & Administrative
Express-1			5,388,000				5,248,000				140,000				2.7	%			6.1	%			13.6	%
Express-1 Dedicated			393,000				389,000				4,000				1.0	%			0.4	%			1.0	%
Concert Group Logistics			2,322,000				—				2,322,000				—				2.6	%			—
Bounce Logistics			724,000				—				724,000				—				0.8	%			—
Corporate			1,253,000				1,126,000				127,000				11.3	%			1.4	%			2.9	%
Total Selling, General & Administrative			10,080,000				6,763,000				3,317,000				49.0	%			11.4	%			17.5	%
Income From Operations
Express-1			4,431,000				3,516,000				915,000				26.0	%			5.0	%			9.1	%
Express-1 Dedicated			462,000				430,000				32,000				7.4	%			0.5	%			1.1	%
Concert Group Logistics			1,139,000				—				1,139,000				—				1.3	%			—
Bounce Logistics			(191,000	)			—				(191,000	)			—				-0.2	%			—
Corporate			(1,253,000	)			(1,126,000	)			(127,000	)			-11.3	%			-1.4	%			-2.9	%
Total Income From Operations			4,588,000				2,820,000				1,768,000				62.7	%			5.2	%			7.3	%
Interest Expense			273,000				71,000				202,000				284.5	%			0.3	%			0.2	%
Other Expense			36,000				1,000				35,000				-3500.0	%			0.0	%			—
Income Before Income Tax Provision			4,279,000				2,748,000				1,531,000				55.7	%			4.8	%			7.1	%
Tax Provision			1,710,000				1,034,000				676,000				65.4	%			1.9	%			2.7	%
Total Net Income		$	2,569,000			$	1,714,000			$	855,000				49.9	%			2.9	%			4.4	%