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 incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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 10, 2009, Express-1 Expedited Solutions, Inc., issued a press release reporting its financial results for the quarter ended December 31, 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 February 10, 2009.

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 Q4
RESULTS: REVENUE INCREASES 95%, OPERATING INCOME RISES 84%

SAINT JOSEPH, Mich. — February 10, 2009 — Express-1 Expedited Solutions, Inc. today reported its earnings for the fourth quarter, ended December 31, 2008.

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

Express-1 Expedited Solutions reported a 95% increase in revenue from continuing operations during the fourth quarter of 2008 to $25.0 million, compared to $12.8 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 $11.8 million to revenues for the period. For the fourth quarter, the Company’s Express-1 operations experienced a decline in revenues of $2.1 million or 16.7% over the same three-month period during 2007. Bounce Logistics continued to show traction and contributed $2.8 million to the overall increase in revenues.

During the same period, operating income from continuing operations increased by 84% to $1,044,000 versus $569,000 during the same period of 2007. Income from continuing operations improved 39% to $514,000 or $0.02 per fully diluted share for the fourth quarter of 2008 compared to $369,000 or $0.01 per diluted share for the same period in 2007.

During the fourth quarter of 2008, the Company discontinued its Express-1 Dedicated Operations, in anticipation of a cessation of this business activity during the first quarter of 2009. The Company’s management does not anticipate the incurrence of material charges related to this shutdown activity. Income from discontinued operations was $73,000, net of tax during the fourth quarter of 2008, versus income of $88,000, net of tax on these same operations during the fourth quarter of 2007.

“Throughout 2008, we have shared with our investors the significant impact the Company has experienced from our Concert Group Logistics and Bounce Logistics operations. Each of these businesses is profitable and has contributed to the overall business mix within our platform. In periods of weakness within the various freight economies, it is important to have this diversity within our Company. With the widely publicized downturn in the domestic and international economies, the strength of our non-asset based operating model came through. While we’re

never totally pleased with our results, we are proud that we can maintain growth and profitability in the face of such an extremely weak freight market,” stated Michael Welch, the Company’s Chief Executive Officer.

Welch added, “I am pleased with the results we achieved from our two newer business units, Concert Group Logistics and Bounce Logistics. Each of these operations performed well in our weak economy. We’re cautiously optimistic that each of these units will continue to grow throughout 2009, as our team develops new business and business relationships. Considering the overall weaknesses within the domestic expedite market, we are also pleased with the operating results from our Express-1 business unit during the quarter. We’re focused on growth and business development initiatives. We completed some of the groundwork during the fourth quarter for what we anticipate will be an increase in business consolidation activities throughout 2009. During just the first few weeks of 2009, we have already completed one small acquisition of an important piece of expedite business volume. Our non-asset based business model is sound and we believe the financial strength of our Company can allow us to expand, even in this weakened economy.”

Chief Financial Officer Mark Patterson said, “Once again, our Company continued to demonstrate significant operating leverage during the fourth quarter. The rate of growth within our Selling, General and Administrative (SG&A) expenses was approximately one fourth the rate of growth of our revenues. The result of this leverage is that we have been able to continuously increase our operating income from continuing operations, even in periods of rate compression and weakness within the overall transportation market. During the fourth quarter of 2008, we took some significant steps aimed at controlling SG&A costs. These included headcount reductions; reductions in executive and managerial bonus awards; limitations on travel and entertainment; and limitations on hiring and wage increases. Our entire organization is focused upon efforts that will enhance and support our profitability, even in the face of the current recession. We are very proud of how our entire team has responded thus far.”

Outlook

“Looking towards 2009, we continue to be focused on business development efforts and maintaining an acceptable level of profitability, until the economic climate improves. Jeff Curry at Express-1, Gerry Post at Concert Group Logistics and Tim Hindes at Bounce Logistics each lead a team of professionals that are committed to preserving the positive momentum we’ve developed over the past three and a half years,” Welch said. “Potential acquisitions, new business development and stringent cost controls are critical to achieving the results we desire in 2009. Our non-asset based business model has proven itself over many years and in all types of economic climates. By remaining focused on our goals, we should be able to weather the current economic recession better than many of our peers within the transportation community.”

Conference Call/Webcast Information

Management will conduct a conference call Wednesday February 11, 2009 at 9:00 a.m. Eastern to discuss the Company’s fourth 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, with international participants dialing 201-689-8049. A playback will be available until midnight on February 18,

2009. To listen to the playback, please call 877-660-6853. Use account number 286 and conference ID number 311564.

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), Concert Group Logistics, Inc. (Downers Grove, Illinois), and Bounce Logistics, Inc. (South Bend, Indiana). These segments are focused on premium services that include: same-day, time—sensitive and dedicated transportation as well as domestic and international freight forwarding. Serving more than 2,000 customers, the Company’s premium transportation offerings are provided through one of four operations centers; Buchanan, Michigan; Rochester Hills, Michigan; South Bend, Indiana and Downers Grove, Illinois. The Company services customers throughout the lower 48 states, portions of Canada and Mexico and internationally through its Concert Group Logistics network. The Company’s operating model can be described as non-asset or asset 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 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 Sheet

		December 31,				December 31,
		2008				2007
Assets
Current assets:
Cash and cash equivalents		$	1,107,000			$	800,000
Accounts receivable, net of allowances of $133,000 and $77,000, respectively			12,202,000				5,663,000
Prepaid expenses			372,000				492,000
Other current assets			650,000				149,000
Deferred tax asset, current			493,000				1,549,000
Total current assets			14,824,000				8,653,000
Property and equipment, net of $2,220,000 and $1,734,000 in accumulated depreciation, respectively			3,141,000				2,312,000
Goodwill			14,915,000				7,737,000
Identified intangible assets, net of $1,683,000 and $1,279,000 in accumulated amortization, respectively			7,631,000				3,950,000
Loans and advances			63,000				104,000
Deferred tax asset, long term			—				377,000
Other long term assets			1,108,000				591,000
		$	41,682,000			$	23,724,000
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	6,578,000			$	892,000
Accrued salaries and wages			691,000				660,000
Accrued acquisition earnouts			—				2,210,000
Accrued expenses, other			862,000				861,000
Current maturities of long term debt			1,235,000				50,000
Other current liabilities			1,030,000				199,000
Total current liabilities			10,396,000				4,872,000
Line of credit			2,320,000				—
Notes payable and capital leases, net of current maturities			1,400,000				34,000
Deferred tax liability, long term			583,000				—
Other long-term liabilities			456,000				616,000
Total long-term liabilities			4,759,000				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			26,316,000				21,152,000
Retained earnings (deficit)			286,000				(2,870,000	)
Treasury stock, at cost, 180,000 shares held			(107,000	)			(107,000	)
Total stockholders’ equity			26,527,000				18,202,000
		$	41,682,000			$	23,724,000

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

		Three Months Ended								Twelve Months Ended
		December 31,				December 31,				December 31,				December 31,
		2008				2007				2008				2007
Revenues
Operating revenue		$	24,954,000			$	12,811,000			$	109,462,000			$	47,713,000
Expenses
Direct expenses			20,933,000				9,813,000				91,628,000				35,951,000
Gross margin			4,021,000				2,998,000				17,834,000				11,762,000
Sales, general and administrative expense			2,977,000				2,429,000				12,664,000				8,803,000
Operating income from continuing operations			1,044,000				569,000				5,170,000				2,959,000
Other expense (income)			69,000				(3,000	)			105,000				14,000
Interest expense (income)			81,000				(6,000	)			354,000				65,000
Income from continuing operations, before income tax			894,000				578,000				4,711,000				2,880,000
Income tax provision			380,000				209,000				1,894,000				1,067,000
Income from continuing operations			514,000				369,000				2,817,000				1,813,000
Income from discontinued operations, net of tax of $54,000 and $250,000, respectively			73,000				88,000				339,000				358,000
Net Income		$	587,000			$	457,000			$	3,156,000			$	2,171,000
Basic income per share
Income from continuing operations			0.02				0.01				0.09				0.07
Income from discontinued operations			0.00				0.00				0.01				0.01
Net income			0.02				0.02				0.10				0.08
Diluted income per share
Income from continuing operations			0.02				0.01				0.09				0.07
Income from discontinued operations			0.00				0.00				0.01				0.01
Net income			0.02				0.02				0.10				0.08
Weighted average common shares outstanding
Basic weighted average common shares outstanding			32,035,247				26,758,362				31,453,765				26,690,382
Diluted weighted average common shares outstanding			32,212,725				27,180,814				31,757,164				27,326,729

Express-1 Expedited Solutions, Inc.
Summary Financial Table
For the Three Months Ended December 31, 2008 and 2007

		Quarter to Date								Quarter to Quarter Change								Percent of Revenue
		2008				2007				In Dollars				In Percentage				2008				2007
Revenues
Express-1		$	10,675,000			$	12,811,000			$	(2,136,000	)			-16.7	%			42.8	%			100.0	%
Concert Group Logistics			11,832,000				—				11,832,000				—				47.4	%			—
Bounce Logistics			2,770,000				—				2,770,000				—				11.1	%			—
Intercompany Eliminations			(323,000	)			—				(323,000	)			—				-1.3	%			—
Total Revenues			24,954,000				12,811,000				12,143,000				94.8	%			100.0	%			100.0	%
Direct Expenses
Express-1			8,263,000				9,813,000				(1,550,000	)			-15.8	%			33.1	%			76.6	%
Concert Group Logistics			10,735,000				—				10,735,000				—				43.0	%			—
Bounce Logistics			2,258,000				—				2,258,000				—				9.0	%			—
Intercompany Eliminations			(323,000	)			—				(323,000	)			—				-1.2	%			—
Total Direct Expenses			20,933,000				9,813,000				11,120,000				113.3	%			83.9	%			76.6	%
Gross Margin
Express-1			2,412,000				2,998,000				(586,000	)			-19.5	%			9.7	%			23.4	%
Concert Group Logistics			1,097,000				—				1,097,000				—				4.4	%			—
Bounce Logistics			512,000				—				512,000				—				2.0	%			—
Total Gross Margin			4,021,000				2,998,000				1,023,000				34.1	%			16.1	%			23.4	%
Selling, General & Administrative
Express-1			1,728,000				1,988,000				(260,000	)			-13.1	%			6.9	%			15.5	%
Concert Group Logistics			525,000				—				525,000				—				2.1	%			—
Bounce Logistics			355,000				—				355,000				—				1.4	%			—
Corporate			369,000				441,000				(72,000	)			-16.3	%			1.5	%			3.4	%
Total Selling, General & Administrative			2,977,000				2,429,000				548,000				22.6	%			11.9	%			19.0	%
Operating Income from Continuing Operations
Express-1			684,000				1,010,000				(326,000	)			-32.3	%			2.7	%			7.9	%
Concert Group Logistics			572,000				—				572,000				—				2.3	%			—
Bounce Logistics			157,000				—				157,000				—				0.6	%			—
Corporate			(369,000	)			(441,000	)			72,000				16.3	%			-1.4	%			-3.4	%
Operating Income from Continuing Operations			1,044,000				569,000				475,000				83.5	%			4.2	%			4.4	%
Interest Expense			81,000				(6,000	)			87,000				-1450.0	%			0.3	%			—
Other Expense			69,000				(3,000	)			72,000				2400.0	%			0.3	%			—
Income from Continuing Operations Before Tax			894,000				578,000				316,000				54.7	%			3.6	%			4.5	%
Tax Provision			380,000				209,000				171,000				81.8	%			1.5	%			1.6	%
Income from Continuing Operations			514,000				369,000				145,000				39.3	%			2.1	%			2.9	%
Income from Discontinued Operations, Net of Tax			73,000				88,000				(15,000	)			-17.0	%			0.3	%			0.7	%
Net Income		$	587,000			$	457,000			$	130,000				28.4	%			2.4	%			3.6	%

Express-1 Expedited Solutions, Inc.
Summary Financial Table
For the Twelve Months Ended December 31, 2008 and 2007

		Year to Date								Year to Year Change								Percent of Revenue
		2008				2007				In Dollars				In Percentage				2008				2007
Revenues
Express-1		$	52,639,000			$	47,713,000			$	4,926,000				10.3	%			48.1	%			100.0	%
Concert Group Logistics			51,136,000				—				51,136,000				—				46.7	%			—
Bounce Logistics			7,011,000				—				7,011,000				—				6.4	%			—
Intercompany Eliminations			(1,324,000	)			—				(1,324,000	)			—				-1.2	%			—
Total Revenues			109,462,000				47,713,000				61,749,000				129.4	%			100.0	%			100.0	%
Direct Expenses
Express-1			40,408,000				35,951,000				4,457,000				12.4	%			36.9	%			75.3	%
Concert Group Logistics			46,578,000				—				46,578,000				—				42.6	%			—
Bounce Logistics			5,966,000				—				5,966,000				—				5.5	%			—
Intercompany Eliminations			(1,324,000	)			—				(1,324,000	)			—				-1.3	%			—
Total Direct Expenses			91,628,000				35,951,000				55,677,000				154.9	%			83.7	%			75.3	%
Gross Margin
Express-1			12,231,000				11,762,000				469,000				4.0	%			11.2	%			24.7	%
Concert Group Logistics			4,558,000				—				4,558,000				—				4.2	%			—
Bounce Logistics			1,045,000				—				1,045,000				—				0.9	%			—
Total Gross Margin			17,834,000				11,762,000				6,072,000				51.6	%			16.3	%			24.7	%
Selling, General & Administrative
Express-1			7,116,000				7,236,000				(120,000	)			-1.7	%			6.5	%			15.2	%
Concert Group Logistics			2,847,000				—				2,847,000				—				2.6	%			—
Bounce Logistics			1,079,000				—				1,079,000				—				1.0	%			—
Corporate			1,622,000				1,567,000				55,000				3.5	%			1.5	%			3.2	%
Total Selling, General & Administrative			12,664,000				8,803,000				3,861,000				43.9	%			11.6	%			18.4	%
Operating Income from Continuing Operations
Express-1			5,115,000				4,526,000				589,000				13.0	%			4.7	%			9.5	%
Concert Group Logistics			1,711,000				—				1,711,000				—				1.6	%			—
Bounce Logistics			(34,000	)			—				(34,000	)			—				—				—
Corporate			(1,622,000	)			(1,567,000	)			(55,000	)			-3.5	%			-1.6	%			-3.3	%
Operating Income from Continuing Operations			5,170,000				2,959,000				2,211,000				74.7	%			4.7	%			6.2	%
Interest Expense			354,000				65,000				289,000				444.6	%			0.3	%			0.1	%
Other Expense			105,000				14,000				91,000				650.0	%			0.1	%			—
Income from Continuing Operations Before Tax			4,711,000				2,880,000				1,831,000				63.6	%			4.3	%			6.0	%
Tax Provision			1,894,000				1,067,000				827,000				77.5	%			1.7	%			2.2	%
Income from Continuing Operations			2,817,000				1,813,000				1,004,000				55.4	%			2.6	%			3.8	%
Income from Discontinued Operations, Net of Tax			339,000				358,000				(19,000	)			-5.3	%			0.3	%			0.8	%
Net Income		$	3,156,000			$	2,171,000			$	985,000				45.4	%			2.9	%			4.6	%