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): May 12, 2010
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.) |
3399 Lakeshore Drive, Suite 225, Saint Joseph, Michigan, 49085
(Address of principal executive offices zip code)
(269) 429-9761
(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):
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)).
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 12, 2010, Express-1 Expedited Solutions, Inc. issued a press release reporting its financial
results for the quarter ended March 31, 2010. 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
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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 May 12, 2010. |
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 May 12, 2010 |
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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exv99w1
Exhibit 99.1
Contact:
Express-1 Expedited Solutions, Inc.
Mike Welch
269-429-9761
Mike.Welch@xpocorporate.com
XPO DELIVERS 58% REVENUE GROWTH
SAINT JOSEPH, Mich. May 12, 2010 Express-1 Expedited Solutions, Inc. (XPO) today
reported its earnings for the first quarter ended March 31, 2010.
For the quarter, revenue from continuing operations increased by 58% to $31.6 million compared to
$20.1 million in the first quarter of 2009. Recently acquired LRG International, Inc.,
contributed $2.1 million in revenue for the quarter.
During the same period, operating income from continuing operations improved by $1.6 million to
$1.5 million or $0.03 per fully diluted share compared to a loss of $27,000 for the first quarter
of 2009.
2009 was a year of focusing on a strategic plan that we hoped would prepare us for 2010. The first
quarter results have validated last years efforts and have prepared us to thrive in an improved
economy. We look forward to continued strong results for the remainder of 2010, commented Michael
R. Welch, the Companys CEO.
Mike and his team have stayed focused on the strategic plan and I believe our results are proof of
his commitment. I feel very positive that he and his team will continue this growth through 2010,
stated James Martell, Chairman of the Board of Directors.
Investor Conference Call
Management will conduct a conference call Thursday, May 13, 2010 at 10:00 a.m. EST to discuss the
Companys fourth quarter financial results. Those wishing to take part in the live teleconference
call can dial 877-407-0782 with international participants dialing 201-689-8567. A playback will
be available until midnight on May 20, 2010. To listen to the playback, please call 877-660-6853.
Use account number 286 and conference ID number 349231. Those interested in accessing a live or
archived Webcast of the call should visit http://www.investorcalendar.com under Express-1 Expedited
Solutions, Inc.
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. (CGL) (Downers Grove, Illinois), and Bounce Logistics, Inc. (South Bend, Indiana).
These segments are focused on premium services that include same-day,
time-sensitive transportation and domestic and international freight forwarding. Serving more than
2,000 customers, the Companys premium transportation offerings are provided through one of five
operations centers; Buchanan, Michigan; South Bend, Indiana; Downers Grove, Illinois; Rochester
Hills, Michigan and Tampa, Florida. The operations are handled by experienced inside sales staff
using the latest operational software. The Companys expedited ground coverage includes all of
North America. The Company provides freight forwarding services with global coverage including air
and ocean container freight services. The Companys operating model can be described as non-asset
or asset light, as independent contractors and capacity through brokerage agreements fulfill the
trucking services for most of its shipments. Express-1 Expedited Solutions, Inc. is publicly
traded on the NYSE AMEX Equities 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 risks. These risks include: the acquisition of businesses or the launch of new lines of
business could increase operating expenses and dilute operating margins; increased competition
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.
2
Express-1 Expedited Solutions, Inc.
Consolidated Balance Sheets
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(Unaudited) |
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March 31, 2010 |
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December 31, 2009 |
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ASSETS |
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Current assets: |
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Cash |
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$ |
920,000 |
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$ |
495,000 |
|
Accounts receivable, net of allowances of $171,000 and $225,000 respectively |
|
|
17,668,000 |
|
|
|
17,569,000 |
|
Prepaid expenses |
|
|
480,000 |
|
|
|
158,000 |
|
Deferred tax asset, current |
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|
413,000 |
|
|
|
353,000 |
|
Other current assets |
|
|
356,000 |
|
|
|
459,000 |
|
|
|
|
|
|
|
|
Total current assets |
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19,837,000 |
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19,034,000 |
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Property and equipment, net of $2,802,000 and $2,651,000 in accumulated depreciation, respectively |
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2,695,000 |
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2,797,000 |
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Goodwill |
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16,959,000 |
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16,959,000 |
|
Identifiable intangible assets, net of $2,355,000 and $2,198,000 in accumulated amortization,
respectively |
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|
9,018,000 |
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9,175,000 |
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Loans and advances |
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177,000 |
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30,000 |
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Other long-term assets |
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1,067,000 |
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1,044,000 |
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Total long term assets |
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29,916,000 |
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30,005,000 |
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Total assets |
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$ |
49,753,000 |
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$ |
49,039,000 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
7,215,000 |
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$ |
6,769,000 |
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Accrued salaries and wages |
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325,000 |
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310,000 |
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Accrued expenses, other |
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3,715,000 |
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2,272,000 |
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Line of credit |
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6,530,000 |
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Current maturities of notes payable and capital leases |
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1,678,000 |
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1,215,000 |
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Other current liabilities |
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378,000 |
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968,000 |
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Total current liabilities |
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13,311,000 |
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18,064,000 |
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Line of credit |
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1,521,000 |
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Notes payable and capital leases, net of current maturities |
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3,346,000 |
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213,000 |
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Deferred tax liability, long-term |
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1,460,000 |
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1,156,000 |
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Other long-term liabilities |
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847,000 |
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1,202,000 |
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Total long-term liabilities |
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7,174,000 |
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2,571,000 |
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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; 32,215,218 shares issued;
and 32,035,218 shares outstanding |
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32,000 |
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32,000 |
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Additional paid-in capital |
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26,518,000 |
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26,488,000 |
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Treasury stock, at cost, 180,000 shares held |
|
|
(107,000 |
) |
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|
(107,000 |
) |
Accumulated earnings |
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2,825,000 |
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|
1,991,000 |
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Total stockholders equity |
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|
29,268,000 |
|
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|
28,404,000 |
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Total liabilities and stockholders equity |
|
$ |
49,753,000 |
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|
$ |
49,039,000 |
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|
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3
Express-1 Expedited Solutions, Inc.
Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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March 31, 2010 |
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March 31, 2009 |
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Revenues |
|
|
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Operating revenue |
|
$ |
31,642,000 |
|
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$ |
20,072,000 |
|
Expenses |
|
|
|
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Direct expense |
|
|
26,043,000 |
|
|
|
16,856,000 |
|
|
|
|
|
|
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Gross margin |
|
|
5,599,000 |
|
|
|
3,216,000 |
|
Sales general and administrative expense |
|
|
4,075,000 |
|
|
|
3,243,000 |
|
|
|
|
|
|
|
|
Operating income (loss) from continuing operations |
|
|
1,524,000 |
|
|
|
(27,000 |
) |
|
|
|
|
|
|
|
Other expense (income) |
|
|
20,000 |
|
|
|
(10,000 |
) |
Interest expense |
|
|
20,000 |
|
|
|
22,000 |
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income tax |
|
|
1,484,000 |
|
|
|
(39,000 |
) |
Income tax provision (benefit) |
|
|
650,000 |
|
|
|
(14,000 |
) |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
834,000 |
|
|
|
(25,000 |
) |
Income from discontinued operations, net of tax |
|
|
|
|
|
|
30,000 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
834,000 |
|
|
$ |
5,000 |
|
|
|
|
|
|
|
|
Basic income per share |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.03 |
|
|
$ |
|
|
Income from discontinued operations |
|
|
|
|
|
|
|
|
Net income |
|
|
0.03 |
|
|
|
|
|
Diluted income per share |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
0.03 |
|
|
|
|
|
Income from discontinued operations |
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.03 |
|
|
$ |
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding |
|
|
32,035,218 |
|
|
|
32,035,218 |
|
Diluted weighted average common shares outstanding |
|
|
32,577,352 |
|
|
|
32,150,601 |
|
4
Express-1 Expedited Solutions, Inc.
Summary Financial Table
For the Three Months Ended March 31,
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
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Percent of |
|
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|
Quarter to Date |
|
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Quarter to Quarter Change |
|
|
Business Unit Revenue |
|
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|
2010 |
|
|
2009 |
|
|
In Dollars |
|
|
In Percentage |
|
|
2010 |
|
|
2009 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express-1 |
|
$ |
16,212,000 |
|
|
$ |
8,888,000 |
|
|
$ |
7,324,000 |
|
|
|
82.4 |
% |
|
|
51.2 |
% |
|
|
44.3 |
% |
Concert Group Logistics |
|
|
12,938,000 |
|
|
|
9,639,000 |
|
|
|
3,299,000 |
|
|
|
34.2 |
% |
|
|
40.9 |
% |
|
|
48.0 |
% |
Bounce Logistics |
|
|
3,123,000 |
|
|
|
1,780,000 |
|
|
|
1,343,000 |
|
|
|
75.4 |
% |
|
|
9.9 |
% |
|
|
8.9 |
% |
Intercompany eliminations |
|
|
(631,000 |
) |
|
|
(235,000 |
) |
|
|
(396,000 |
) |
|
|
-168.5 |
% |
|
|
-2.0 |
% |
|
|
-1.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
31,642,000 |
|
|
|
20,072,000 |
|
|
|
11,570,000 |
|
|
|
57.6 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express-1 |
|
|
12,542,000 |
|
|
|
6,876,000 |
|
|
|
5,666,000 |
|
|
|
82.4 |
% |
|
|
77.4 |
% |
|
|
77.4 |
% |
Concert Group Logistics |
|
|
11,528,000 |
|
|
|
8,752,000 |
|
|
|
2,776,000 |
|
|
|
31.7 |
% |
|
|
89.1 |
% |
|
|
90.8 |
% |
Bounce Logistics |
|
|
2,604,000 |
|
|
|
1,463,000 |
|
|
|
1,141,000 |
|
|
|
78.0 |
% |
|
|
83.4 |
% |
|
|
82.2 |
% |
Intercompany eliminations |
|
|
(631,000 |
) |
|
|
(235,000 |
) |
|
|
(396,000 |
) |
|
|
-168.5 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total direct expenses |
|
|
26,043,000 |
|
|
|
16,856,000 |
|
|
|
9,187,000 |
|
|
|
54.5 |
% |
|
|
82.3 |
% |
|
|
84.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express-1 |
|
|
3,670,000 |
|
|
|
2,012,000 |
|
|
|
1,658,000 |
|
|
|
82.4 |
% |
|
|
22.6 |
% |
|
|
22.6 |
% |
Concert Group Logistics |
|
|
1,410,000 |
|
|
|
887,000 |
|
|
|
523,000 |
|
|
|
59.0 |
% |
|
|
10.9 |
% |
|
|
9.2 |
% |
Bounce Logistics |
|
|
519,000 |
|
|
|
317,000 |
|
|
|
202,000 |
|
|
|
63.7 |
% |
|
|
16.6 |
% |
|
|
17.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross margin |
|
|
5,599,000 |
|
|
|
3,216,000 |
|
|
|
2,383,000 |
|
|
|
74.1 |
% |
|
|
17.7 |
% |
|
|
16.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general & administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express-1 |
|
|
2,021,000 |
|
|
|
1,852,000 |
|
|
|
169,000 |
|
|
|
9.1 |
% |
|
|
12.5 |
% |
|
|
20.8 |
% |
Concert Group Logistics |
|
|
1,154,000 |
|
|
|
687,000 |
|
|
|
467,000 |
|
|
|
68.0 |
% |
|
|
8.9 |
% |
|
|
7.1 |
% |
Bounce Logistics |
|
|
422,000 |
|
|
|
276,000 |
|
|
|
146,000 |
|
|
|
52.9 |
% |
|
|
13.5 |
% |
|
|
15.5 |
% |
Corporate |
|
|
478,000 |
|
|
|
428,000 |
|
|
|
50,000 |
|
|
|
11.7 |
% |
|
|
1.5 |
% |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total selling, general & administrative |
|
|
4,075,000 |
|
|
|
3,243,000 |
|
|
|
832,000 |
|
|
|
25.7 |
% |
|
|
12.9 |
% |
|
|
16.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express-1 |
|
|
1,649,000 |
|
|
|
160,000 |
|
|
|
1,489,000 |
|
|
|
930.6 |
% |
|
|
10.2 |
% |
|
|
1.8 |
% |
Concert Group Logistics |
|
|
256,000 |
|
|
|
200,000 |
|
|
|
56,000 |
|
|
|
28.0 |
% |
|
|
2.0 |
% |
|
|
2.1 |
% |
Bounce Logistics |
|
|
97,000 |
|
|
|
41,000 |
|
|
|
56,000 |
|
|
|
136.6 |
% |
|
|
3.1 |
% |
|
|
2.3 |
% |
Corporate |
|
|
(478,000 |
) |
|
|
(428,000 |
) |
|
|
(50,000 |
) |
|
|
-11.7 |
% |
|
|
-1.5 |
% |
|
|
-2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income from continuing operations |
|
|
1,524,000 |
|
|
|
(27,000 |
) |
|
|
1,551,000 |
|
|
|
5744.4 |
% |
|
|
4.8 |
% |
|
|
-0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
20,000 |
|
|
|
22,000 |
|
|
|
(2,000 |
) |
|
|
-9.1 |
% |
|
|
0.1 |
% |
|
|
0.1 |
% |
Other expense |
|
|
20,000 |
|
|
|
(10,000 |
) |
|
|
30,000 |
|
|
|
300.0 |
% |
|
|
0.1 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before tax |
|
|
1,484,000 |
|
|
|
(39,000 |
) |
|
|
1,523,000 |
|
|
|
3905.1 |
% |
|
|
4.7 |
% |
|
|
-0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision |
|
|
650,000 |
|
|
|
(14,000 |
) |
|
|
664,000 |
|
|
|
4742.9 |
% |
|
|
2.1 |
% |
|
|
-0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
834,000 |
|
|
|
(25,000 |
) |
|
|
859,000 |
|
|
|
3436.0 |
% |
|
|
2.6 |
% |
|
|
-0.1 |
% |
Income from discontinued operations, net of tax |
|
|
|
|
|
|
30,000 |
|
|
|
(30,000 |
) |
|
|
-100.0 |
% |
|
|
0.0 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
834,000 |
|
|
$ |
5,000 |
|
|
$ |
829,000 |
|
|
|
16580.0 |
% |
|
|
2.6 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5