XPO Logistics 10Q 2010 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2010


o

For the transition period from to

Commission file number 001-32172

Express-1 Expedited Solutions, Inc.

(Exact name of small business issuer as specified in its charter)


Delaware		03-0450326

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3399 South Lakeshore Drive, Suite 225
Saint Joseph, MI 49085
(Address of Principal Executive Offices)(Zip Code)

(269) 429-9761
(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filero		Accelerated filero		Non-accelerated filero(Do not check if a smaller reporting company)		Smaller reporting companyþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The Registrant has 32,382,522 shares of its common stock outstanding as of November 12, 2010.

Express-1 Expedited Solutions, Inc.
Form 10-Q
Index


Part I — Financial Information			3

Item 1. Financial Statements:			3
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Cash Flows			5
Consolidated Statement of Changes in Stockholders’ Equity			6
Notes to Consolidated Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15

Item 3. Quantitative and Qualitative Disclosures About Market Risk			29

Item 4. Controls and Procedures			29

Part II — Other Information			29

Item 1. Legal Proceedings			29

Item 1A. Risk Factors

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29

Item 3. Defaults upon Senior Securities			29

Item 4. Removed and Reserved			29

Item 5. Other Information			30

Item 6. Exhibits
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part I — Financial Information

Item 1 — Financial Statements

Express-1 Expedited Solutions, Inc.

Consolidated Balance Sheets


	(Unaudited)
	September 30, 2010			December 31, 2009
ASSETS
Current assets:
Cash	$	951,000		$	495,000
Accounts receivable, net of allowances of $302,000 and $225,000, respectively		26,282,000			17,569,000
Prepaid expenses		430,000			158,000
Deferred tax asset, current		169,000			353,000
Other current assets		554,000			459,000

Total current assets		28,386,000			19,034,000


Property and equipment, net of $3,116,000 and $2,651,000 in accumulated depreciation, respectively		2,806,000			2,797,000
Goodwill		16,959,000			16,959,000
Identifiable intangible assets, net of $2,669,000 and $2,198,000 in accumulated amortization, respectively		8,704,000			9,175,000
Loans and advances		162,000			30,000
Other long-term assets		735,000			1,044,000

Total long-term assets		29,366,000			30,005,000

Total assets	$	57,752,000		$	49,039,000


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,780,000		$	6,769,000
Accrued salaries and wages		1,218,000			310,000
Accrued expenses, other		3,469,000			2,272,000
Line of credit		—			6,530,000
Current maturities of notes payable and capital leases		1,671,000			1,215,000
Other current liabilities		495,000			968,000

Total current liabilities		15,633,000			18,064,000


Line of credit		4,073,000			—
Notes payable and capital leases, net of current maturities		2,513,000			213,000
Deferred tax liability, long-term		1,630,000			1,156,000
Other long-term liabilities		841,000			1,202,000

Total long-term liabilities		9,057,000			2,571,000


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; 32,562,522 and 32,215,218 shares issued, respectively; and 32,382,522 and 32,035,218 shares outstanding, respectively		33,000			32,000
Additional paid-in capital		27,077,000			26,488,000
Treasury stock, at cost, 180,000 shares held		(107,000	)		(107,000	)
Accumulated earnings		6,059,000			1,991,000

Total stockholders’ equity		33,062,000			28,404,000

Total liabilities and stockholders’ equity	$	57,752,000		$	49,039,000

The accompanying notes are an integral part of the consolidated financial statements.

Express-1 Expedited Solutions, Inc.

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Revenues
Operating revenue	$	44,448,000	$	26,211,000	$	116,430,000	$	68,526,000
Expenses
Direct expense		36,309,000		21,482,000		95,453,000		56,944,000

Gross margin		8,139,000		4,729,000		20,977,000		11,582,000
Sales general and administrative expense		5,219,000		3,284,000		13,892,000		9,533,000

Operating income from continuing operations		2,920,000		1,445,000		7,085,000		2,049,000

Other expense		48,000		19,000		102,000		28,000
Interest expense		32,000		26,000		140,000		74,000

Income from continuing operations before income tax		2,840,000		1,400,000		6,843,000		1,947,000
Income tax provision		1,110,000		599,000		2,775,000		858,000

Income from continuing operations		1,730,000		801,000		4,068,000		1,089,000
Income from discontinued operations, net of tax		—		10,000		—		15,000

Net income	$	1,730,000	$	811,000	$	4,068,000	$	1,104,000


Basic income per share
Income from continuing operations	$	0.05	$	0.03	$	0.13	$	0.03
Income from discontinued operations		—		—		—		—
Net income		0.05		0.03		0.13		0.03
Diluted income per share
Income from continuing operations		0.05		0.03		0.12		0.03
Income from discontinued operations		—		—		—		—
Net income	$	0.05	$	0.03	$	0.12	$	0.03
Weighted average common shares outstanding
Basic weighted average common shares outstanding		32,381,502		32,035,218		32,154,890		32,035,218
Diluted weighted average common shares outstanding		33,008,742		32,138,885		32,741,822		32,142,150

The accompanying notes are an integral part of the consolidated financial statements.

Express-1 Expedited Solutions, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2010			2009
Operating activities
Net income	$	4,068,000		$	1,104,000
Adjustments to reconcile net income to net cash from operating activities
Provisions for allowance for doubtful accounts		77,000			147,000
Depreciation & amortization expense		1,026,000			835,000
Stock compensation expense		156,000			143,000
Loss (gain) on disposal of equipment		4,000			(29,000	)
Deferred tax expense		658,000			260,000
Changes in assets and liabilities, net of effects of acquisition:
Account receivable		(8,790,000	)		(3,480,000	)
Other current assets		(95,000	)		75,000
Prepaid expenses		(272,000	)		184,000
Other Long-term assets and advances		89,000			(36,000	)
Accounts payable		2,011,000			(1,062,000	)
Accrued expenses		2,105,000			1,148,000
Other liabilities		(834,000	)		(173,000	)

Cash provided (used) by operating activities		203,000			(884,000	)

Investing activities
Acquisition of businesses, net of cash acquired		—			(250,000	)
Payment of acquisition earn-out		—			(1,100,000	)
Payment for purchases of property and equipment		(482,000	)		(103,000	)
Proceeds from sale of property and equipment		2,000			63,000

Cash flows used by investing activities		(480,000	)		(1,390,000	)

Financing activities
Credit line, net activity		(2,457,000	)		2,796,000
Proceeds from credit facility renewal		5,000,000			—
Payments of term debt		(2,244,000	)		(946,000	)
Proceeds from exercise of options		434,000			—

Cash flows provided by financing activities		733,000			1,850,000

Net increase (decrease) in cash		456,000			(424,000	)
Cash, beginning of period		495,000			1,107,000

Cash, end of period	$	951,000		$	683,000

Supplemental disclosure of noncash activities:
Cash paid during the period for interest	$	153,000		$	51,400
Cash paid during the period for income taxes		2,534,000			282,000
Acquisition of assets and liabilities (First Class 2009):
Property and equipment				$	82,000
Goodwill and other intangible assets					210,000
Liabilities assumed					(42,000	)

Total purchase price paid in cash				$	250,000

The accompanying notes are an integral part of the consolidated financial statements.

Express-1 Expedited Solutions, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2010
(Unaudited)


											Additional
	Common Stock				Treasury Stock						Paid In		Accumulated
	Shares		Amount		Shares			Amount			Capital		Earnings		Total
Balance, December 31, 2009		32,215,218	$	32,000		(180,000	)	$	(107,000	)	$	26,488,000	$	1,991,000	$	28,404,000
Stock option expense												156,000				156,000
Issuance of common stock		347,304		1,000								433,000				434,000
Net income														4,068,000		4,068,000

Balance, September 30, 2010		32,562,522	$	33,000		(180,000	)	$	(107,000	)	$	27,077,000	$	6,059,000	$	33,062,000

The accompanying notes are an integral part of the consolidated financial statements.

Express-1 Expedited Solutions, Inc.

Notes to Consolidated Financial Statements
Three and Nine Months Ended September 30, 2010 and 2009
(Unaudited)

1. Significant Accounting Principles

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Express-1 Expedited Solutions, Inc. (“we”, “us”, “our” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.

The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position at September 30, 2010 and December 31, 2009 and results of operations for the three and nine month periods ended September 30, 2010 and 2009. The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ materially from those estimates.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2009 included in our Annual Report on Form 10-K as filed with the SEC and available on the SEC’s website (www.sec.gov). Results of operations in interim periods are not necessarily indicative of results to be expected for a full year.

Revenue Recognition

Within the Company’s Express-1 and Bounce Logistics business units, revenue is recognized at the time of freight delivery; with related costs of delivery being accrued as incurred and expensed within the same period in which the associated revenue is recognized. For these business units, the Company uses the following supporting criteria to determine revenue has been earned and should be recognized:

	•		Persuasive evidence that an arrangement exists,

	•		Services have been rendered,

	•		The sales price is fixed and determinable, and

	•		Collectability is reasonably assured.

Within its Concert Group Logistics business unit, the Company utilizes an alternative point in time to recognize revenue. Concert Group Logistics revenue and associated operating expenses are recognized on the date the freight is picked up from the shipper. This method of revenue recognition is not the preferred method of revenue recognition as prescribed within generally accepted accounting principles in the United States of America (US GAAP). This method recognizes revenue and associated expenses prior to the point in time that all services are completed; however, the use of this method does not result in a material difference. The Company has evaluated the impact of this alternative method on its consolidated financial statements and concluded that the impact is not material to the financial statements.

The Company reports revenue on a gross basis in accordance with US GAAP principles. The following facts justify our position of reporting revenue on a gross basis:

	•		The Company is the primary obligor and is responsible for providing the service desired by the customer.

	•		The customer holds the Company responsible for fulfillment including the acceptability of the service.

	•		The Company has discretion in setting sales prices and as a result, its earnings vary.

	•		The Company has discretion to select its drivers, contractors, or other transportation providers (collectively, “service providers”) from among thousands of alternatives, and

	•		The Company bears credit risk on its receivables.

Stock-Based Compensation

The Company has in place a stock option plan approved by the shareholders for 5,600,000 shares of its common stock. Through the plan, the Company offers stock options to employees and directors which assist in recruiting and retaining these individuals. Under the plan, the Company may also grant restricted stock awards, subject to the satisfaction by the recipient of certain conditions specified in the restricted stock grant.

Options generally become fully vested three to five years from the date of grant and expire five to ten years from the grant date. During the nine-month period ended September 30, 2010, the Company granted 635,000 options to purchase shares of its common stock while cancelling or retiring 301,000 options in the same period. As of September 30, 2010 the Company has 3,130,000 options outstanding and an additional 2,122,000 options available for future grants under the existing plan. During the life of the plan 347,000 stock options have been exercised.

The weighted-average fair value of each stock option recorded in expense for the nine-month period ended September 30, 2010 was estimated on the date of grant using the Black-Scholes option pricing model and amortized over the requisite service period of the underlying options. The Company has used one grouping for the assumptions, as its option grants are primarily basic with similar characteristics. The expected term of options granted has been derived based upon the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. Historical data was also used to estimate option exercises and employee terminations. Estimated volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the dividend yield is zero. The weighted average assumptions outlined in the table below were utilized in the calculations of compensation expense from option grants in the reporting period reflected.


	Nine Months Ended
	September 30,
	2010	2009
Risk-free interest rate	2.5%	2.8%
Expected life (in years)	5.8	5.3
Expected volatility	35%	39%
Expected dividend yield	none	none
Grant date fair value	$0.53	$0.31

The following table summarizes the option activity for the nine-month period ended September 30, 2010:


						Weighted
				Weighted Average		Average
	Options			Exercise Price		Remaining Life
Outstanding at December 31, 2009		3,143,000		$	1.14		5.0
Granted		635,000			1.41
Expired		(301,000	)		1.28
Exercised		(347,000	)		1.25

Outstanding at September 30, 2010		3,130,000			1.17		6.2



Outstanding exercisable at September 30, 2010		2,348,000		$	1.14		5.4

For the nine months ended September 30, 2010 and 2009, the Company recognized $156,000 and $143,000, respectively, in stock based compensation.

As of September 30, 2010, the Company had approximately $337,000 of unrecognized compensation cost related to non-vested share-based compensation that is anticipated to be recognized over a weighted average period of approximately 1.2 years. Estimated remaining compensation expense related to existing share-based plans is $45,000, $147,000, $107,000 and $38,000 for the years ended December 31, 2010, 2011, 2012, and 2013, respectively.

At September 30, 2010, the aggregate intrinsic value of options outstanding was $2.2 million and the aggregate intrinsic value of options exercisable was $1.7 million. The total fair value of options vested during the nine months ended September 30, 2010 and 2009 was $111,000 and $160,000 respectively.

347,000 options were exercised during the nine-month period ended September 30, 2010 and zero options were exercised during the nine-month period ended September 30, 2009. Cash proceeds received from the exercise of options for the nine months ended September 30, 2010 and 2009 were $434,000 and $0, respectively.

Use of Estimates

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to: unbilled revenue, purchased transportation, recoverability of long-lived assets, accrual of acquisition earn-outs, recoverability of prepaid expenses, estimated legal accruals, valuation allowances for deferred taxes, valuation of investments and allowance for doubtful accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates are reasonable and have been discussed with the audit committee; however, actual results could differ from these estimates.

Reclassifications

Certain prior year amounts shown in the accompanying consolidated financial statements have been reclassified to conform to the 2010 presentation. These reclassifications did not have any effect on total assets, total liabilities, total stockholders’ equity or net income.

Income Taxes

Taxes on income are provided in accordance with US GAAP. Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax basis of particular assets and liabilities, and the tax effects of net operating loss and capital loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized as income or expense in the period that included the enactment date. A valuation allowance is provided to offset the net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated its tax position and concluded no valuation allowance on its deferred tax assets is required, as of September 30, 2010. The Company had previously generated a significant federal net operating loss (NOL) deduction which had been utilized over the past several years. During 2009 the carryforward deduction was fully utilized and no further NOL carryforward will be available for federal tax purposes during 2010. For state tax purposes an NOL still exists and as of September 30, 2010 the NOL carryforward equals approximately $2.3 million.

Goodwill

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. The Company follows the provisions of US GAAP in its accounting of goodwill, which requires an annual impairment test for goodwill and intangible assets with indefinite lives. The first step of the impairment test requires that the Company determine the fair value of each reporting unit, and compare the fair value to the reporting unit’s carrying amount. To the extent a reporting unit’s carrying amount exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more detailed impairment assessment. The second impairment assessment involves allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the goodwill may have occurred before that time. The Company evaluated its goodwill during the third quarter and determined that no impairment was necessary.

The Company added $687,000 of goodwill in the first quarter of 2009, as a result of the final earnout settlement related to the acquisition of certain assets and liabilities of Concert Group Logistics, LLC. For a more complete analysis of this item refer toFootnote 7 — Related Party Transactions.

Identified Intangible Assets

The Company follows the provisions of US GAAP in its accounting of identified intangible assets, which establishes accounting standards for the impairment of long-lived assets such as property, plant and equipment and intangible assets subject to amortization. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. During the nine-month periods ended September 30, 2010, and 2009, there was no impairment of intangible assets.

Other Long-Term Assets

Other long-term assets primarily consist of balances representing various deposits, and the long-term portion of the Company’s non-qualified deferred compensation plan. Also included within this account classification are incentive payments to independent station owners within the Concert Group Logistics network. These payments are made by Concert Group Logistics to certain station owners as an incentive to join the network. These amounts are amortized over the life of each independent station contract and the unamortized portion is recoverable in the event of default under the terms of the agreements.

Estimated Fair Value of Financial Instruments

The aggregated net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company’s debt is estimated based upon the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of similar maturities.

Earnings per Share

Earnings per common share are computed in accordance with US GAAP which requires companies to present basic earnings per share and diluted earnings per share.

Basic earnings per shareare computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per shareare computed by dividing net income by the combined weighted average number of shares of common stock outstanding and dilutive options outstanding during the period.


	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Income from continuing operations	$	1,730,000	$	801,000	$	4,068,000	$	1,089,000
Income from discontinued operations		—		10,000		—		15,000

Net income	$	1,730,000	$	811,000	$	4,068,000	$	1,104,000


Basic weighted shares outstanding		32,381,502		32,035,218		32,154,890		32,035,218
Diluted weighted shares outstanding		33,008,742		32,138,885		32,741,822		32,142,150

Basic earnings per share
Income from continuing operations	$	0.05	$	0.03	$	0.13	$	0.03
Income from discontinued operations		—		—		—		—
Net income		0.05		0.03		0.13		0.03

Diluted earnings per share
Income from continuing operations		0.05		0.03		0.12		0.03
Income from discontinued operations		—		—		—		—
Net income	$	0.05	$	0.03	$	0.12	$	0.03

2. Recent Accounting Pronouncements

The Company’s management does not believe that recent codified pronouncements by the FASB will have a material impact on the Company’s current or future financial statements.

3. Acquisitions

First Class (Express-1, Metro Detroit) (Metro Detroit)

In January of 2009, the Company purchased certain assets and liabilities from First Class Expediting Services Inc. (FCES). FCES was a Rochester Hills; Michigan based company providing regional expedited transportation in the Midwest. The Company paid the former owners of FCES $250,000 in cash and received approximately $40,000 of net assets consisting primarily of fixed assets net of related debt. The Company funded the transaction through cash available from working capital.

For financial reporting purposes, Metro Detroit is included within the operating results of Express-1. The Company has recognized identifiable intangible assets of $210,000 amortizable over a 2-5 year period.

LRG (CGL International)

On October 1, 2009, CGL purchased certain assets and liabilities of Tampa, Florida based LRG International, Inc., an international freight forwarder. The purchase complements and expands CGL’s ability to move international freight competitively. The transaction has an effective date of October 1, 2009. For financial reporting purposes, CGL International is included within the operating results of CGL.

At closing, the Company paid the former owners of LRG International, Inc. $2.0 million in cash. The Company used its existing line of credit to finance the transaction. On the one year anniversary of the purchase, the Company will pay the former owners $500,000. The transaction also provides for two potential annual earn-out payments totaling $900,000 provided certain performance criteria are met over a two year period. The Company recorded a liability of $737,000 based on the estimated fair value for these earn-outs. The Company has the discretion of paying the additional consideration in the form of cash, stock or any combination thereof.

The following table sets forth the components of identifiable intangible assets associated with the acquisition of LRG International, Inc.:


	Fair Value		Useful Lives
Trademark/name	$	220,000	5 years
Association memberships		160,000	5 years
Customer list		1,410,000	12 years
Non-compete agreements		60,000	5 years

Total identifiable intangible assets	$	1,850,000

4. Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may be a party to a variety of legal actions. The Company does not currently anticipate any of these matters or any matters in the aggregate to have a materially adverse effect on the Company’s business or its financial position or results of operations.

5. Debt

Notes Payable and Capital Leases

The Company enters into notes payable and capital leases with various third parties from time to time to finance certain operational equipment and other assets used in its business operations. Generally, these loans and capital leases bear interest at market rates, and are collateralized with equipment and certain assets of the Company.

The following table outlines the Company’s debt obligations as of September 30, 2010 and December 31, 2009.


	Interest rates			Term (months)		As of September 30, 2010		As of December 31, 2009
Term notes payable		2.5	%		36	$	4,167,000	$	1,400,000
Capital leases payable		5% - 18	%		12 - 36		17,000		28,000

Total notes payable and capital leases							4,184,000		1,428,000
Less: current maturities of notes payable and capital leases							1,671,000		1,215,000

Non-current maturities of notes payable and capital leases						$	2,513,000	$	213,000

The Company entered into a new $5.0 million term note March 31, 2010. Commencing April 30, 2010, the term note is payable in 36 consecutive monthly installments consisting of $139,000 in monthly principal payments plus the unpaid interest accrued on the note. Interest is payable at the one-month LIBOR plus 225 basis points (2.51% at September 30, 2010).

6. Revolving Credit Facilities

Line of Credit

On March 31, 2010, the Company entered a credit facility which provides for a receivables based line of credit of up to $10.0 million. The Company may draw upon the receivables based line of credit the lesser of $10.0 million or 80% of eligible accounts receivable, less amounts outstanding under letters of credit and 50% of the above term loan balance. The proceeds of the line of credit will be used exclusively for working capital purposes.

Substantially all the assets of the Company and wholly owned subsidiaries (Express-1, Inc., Concert Group Logistics, Inc., and Bounce Logistics, Inc.) are pledged as collateral securing the Company’s performance under the credit facility and in Note 5 above. The line of credit bears interest based upon one-month LIBOR with an initial increment of 200 basis points.

The line of credit and the term note referenced in Note 5 above carry certain covenants related to the Company’s financial performance. Included among the covenants are a fixed charge coverage ratio and a total funded debt to earnings before interest, taxes, depreciation and amortization ratio. As of September 30, 2010, the Company was in compliance with all terms under the line of credit and the above term note and no events of default existed under the terms of the agreements.

The Company had outstanding standby letters of credit at September 30, 2010 of $410,000 related to insurance policies either continuing in force or recently canceled. Amounts outstanding for letters of credit reduce the amount available under the line of credit, dollar-for-dollar.

Available capacity in excess of outstanding borrowings under the line was approximately $5.5 million as limited by 80% of the Company’s eligible receivables as of September 30, 2010. The line of credit carries a maturity date of March 31, 2012. As of September 30, 2010 the line of credit balance was $4.1 million.

7. Related Party Transactions

In January 2008, in conjunction with the Company’s purchase of substantially all assets of Concert Group Logistics, LLC (“Concert Transaction”), Daniel Para, was appointed to the Board of Directors of the Company. Prior to the completion of the Concert Transaction, Mr. Para served as the Chief Executive Officer of Concert Group Logistics, LLC, and was its largest stockholder. The Company purchased substantially all the assets of Concert Group Logistics, LLC for $9.0 million in cash, 4,800,000 shares of the Company’s common stock and the assumption of certain liabilities. The transaction contained performance targets, whereby the former owners of Concert Group Logistics, LLC could earn up to $2.0 Million of additional consideration. During March of 2009, the final earnout settlement with CGL was completed for consideration totaling $1.2 million that included a $1.1 million cash payment in addition to the forgiveness of an $87,000 debt. The settlement included a general release between the Company and the former owners of Concert Group Logistics, LLC. Subsequent to the release, the Company has no future obligations related to the earnout provisions of the Concert Transaction. As the largest shareholder of Concert Group Logistics, LLC, Mr. Para received, either directly or through his family trusts and partnerships, approximately 85% of the proceeds transferred in the transaction. Immediately after the transaction, Mr. Para became the largest shareholder of the Company, through holdings attributable to himself and Dan Para Investments, LLC.

In April 2009, the Company contracted the services of Daniel Para to serve as the Director of Business Development. Mr. Para will manage all Company activity related to mergers and acquisitions. His remuneration for these services was $10,000 per month in 2009. For the six months ended June 30, 2010, his remuneration was $53,000. Effective June 1, 2010 Dan Para, was appointed the CEO of CGL and is no longer serving as the Director of Business Development.

In January 2008, in conjunction with the Concert Group Logistics acquisition, the Company entered into a lease for approximately 6,000 square feet of office space located within an office complex at 1430 Branding Avenue, Downers Grove, Illinois 60515. The lease calls for, among other general provisions, rent payments in the amount of $101,000, $104,000 and $107,000 to be paid for 2010 and the two subsequent years thereafter. The building is owned by an Illinois Limited Liability Company, which has within its ownership group, Daniel Para, the former CEO of Concert Group Logistics, LLC.

The above transactions are not necessarily indicative of amounts, terms and conditions that the Company may have received in transactions with unrelated third parties.

8. Operating Segments

The Company has four reportable segments based on the type of service provided, to its customers:

Express-1, Inc. (Express-1)— provides time critical expedited transportation to its customers. This typically involves dedicating one truck and driver to a load which has a specified time delivery requirement. Most of the services provided are completed through a fleet of exclusive use vehicles that are owned and operated by independent contract drivers. The use of non-owned resources to provide transportation services minimizes the amount of capital investment required and is often described with the terms “non-asset” or “asset-light.” In January of 2009, certain assets and liabilities of First Class Expediting (Metro Detroit) were purchased to complement the operations of Express-1. The financial reporting of this operation has been included with Express-1.

Concert Group Logistics, Inc. (CGL)— provides freight forwarding services through a chain of independently owned stations located throughout the United States. These stations are responsible for selling and operating freight forwarding transportation services within their geographic area under the authority of CGL. In October of 2009, certain assets and liabilities of LRG International (CGL International) were purchased to complement the operations of CGL. The financial reporting of this operation has been included with CGL.

Bounce Logistics, Inc. (Bounce)— provides premium truckload brokerage transportation services to its customers throughout the Unites States.

Corporate —The costs of the Company’s Board of Directors, executive team and certain corporate costs associated with operating as a public company are referred to as “corporate” charges. In addition to the aforementioned items, the Company also commonly records items such as its income tax provision and other charges that are reported on a consolidated basis within the corporate classification item.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Substantially all intercompany sales prices are market based. The Company evaluates performance based on operating income of the respective business segments.

The following schedule identifies select financial data for each of the business segments.

Express-1 Expedited Solutions, Inc
Segment Data
Three and Nine Months Ended September 30, 2010 and 2009



													Total		Discontinued
			Concert Group										Continuing		Operations
	Express-1		Logistics		Bounce		Corporate			Eliminations			Operations		E-1 Dedicated
Three Months Ended September 30, 2010
Revenues	$	21,407,000	$	18,586,000	$	5,696,000	$	—		$	(1,241,000	)	$	44,448,000	$	—
Operating income (loss) from continuing operations		2,532,000		552,000		280,000		(444,000	)					2,920,000		—
Depreciation and amortization		172,000		140,000		8,000		5,000						325,000		—
Interest expense				23,000		9,000		—						32,000		—
Tax provision		980,000		193,000		109,000		(172,000	)					1,110,000		—
Goodwill		7,737,000		9,222,000		—		—						16,959,000		—
Total assets		26,505,000		26,247,000		3,694,000		24,179,000			(22,873,000	)		57,752,000		—
Three Months Ended September 30, 2009														—
Revenues		14,704,000		8,945,000		3,077,000		—			(515,000	)		26,211,000		—
Operating income (loss) from continuing operations		1,407,000		287,000		181,000		(430,000	)					1,445,000		19,000
Depreciation and amortization		176,000		96,000		7,000		—						279,000		—
Interest expense		—		19,000		6,000		1,000						26,000		—
Tax provision		—		—		—		599,000						599,000		9,000
Goodwill		7,737,000		7,865,000		—		—						15,602,000		—
Total assets		24,932,000		17,985,000		1,891,000		13,750,000			(14,238,000	)		44,320,000		—
Nine Months Ended September 30, 2010
Revenues		58,176,000		47,598,000		13,494,000		—			(2,838,000	)		116,430,000		—
Operating income (loss) from continuing operations		6,663,000		1,363,000		518,000		(1,459,000	)					7,085,000		—
Depreciation and amortization		505,000		484,000		23,000		14,000						1,026,000		—
Interest expense				116,000		23,000		1,000						140,000		—
Tax provision		2,741,000		510,000		204,000		(680,000	)					2,775,000		—
Goodwill		7,737,000		9,222,000		—		—						16,959,000		—
Total assets		26,505,000		26,247,000		3,694,000		24,179,000			(22,873,000	)		57,752,000		—
Nine Months Ended September 30, 2009
Revenues		33,682,000		28,739,000		7,089,000		—			(984,000	)		68,526,000		666,000
Operating income (loss) from continuing operations		2,264,000		838,000		308,000		(1,361,000	)					2,049,000		28,000
Depreciation and amortization		537,000		278,000		20,000		—						835,000		1,000
Interest expense		—		52,000		18,000		4,000						74,000		—
Tax provision		—		—		—		858,000						858,000		13,000
Goodwill		7,737,000		7,865,000		—		—						15,602,000		—
Total assets	$	24,932,000	$	17,985,000	$	1,891,000	$	13,750,000		$	(14,238,000	)	$	44,320,000	$	—

9. Discontinued Operations

During the fourth quarter of 2008, the Company discontinued it Express-1 Dedicated business unit. The Company had operated this unit under the terms of a dedicated contract to supply transportation services to a domestic automotive manufacturer.

Substantially all of the assets of Express-1 Dedicated have been redeployed in other operating units of the Company, and therefore, no impairment charges were recorded on the Company’s financial statements during 2009. Management does not anticipate recording any additional material activity on its discontinued operations in future periods.

The following table reflects the revenue, operating expenses, gross margins, and net income of the Company’s discontinued Express-1 Dedicated business unit for the three and nine-month period ending September 30, 2009.


	Three Months Ended			Nine Months Ended
	September 30, 2009			September 30, 2009
Operating revenue	$	—		$	666,000
Operating expense		(19,000	)		532,000

Gross margin		19,000			134,000
Sales, general, and administrative expenses		—			106,000

Income from continuing operations before tax provision		19,000			28,000
Tax provision		9,000			13,000

Net income	$	10,000		$	15,000


Item 2.		*Management’s Discussion and Analysis of Financial Condition and Results of Operations.*

Forward-Looking Statements.This Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Factors that could adversely affect actual results and performance include, among others, potential fluctuations in quarterly operating results and expenses, government regulation, technology change and competition. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying consolidated financial statements. We have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts will be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Note 1 of the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2009, includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. For the period ended September 30, 2010, there were no significant changes to our critical accounting policies.

New Pronouncements

The Company’s management does not believe that recent codified pronouncements by the FASB will have a material impact on the Company’s current or future financial statements.

Executive Summary

Express-1 Expedited Solutions, Inc. (the “Company,” “we,” “our” and “us”), a Delaware corporation, is a transportation services organization focused upon premium logistics solutions provided through its non-asset based or asset-light operating units. The Company’s operations are provided through three distinct but complementary operating divisions, each with its own President. Our wholly owned subsidiaries include; Express-1, Inc. (“Express-1”), Concert Group Logistics, Inc. (“Concert Group Logistics” or “CGL”) and Bounce Logistics, Inc. (“Bounce Logistics”, or “Bounce”). These operating divisions are more fully outlined in the following table.


Business Divisions	Primary Office Location	Premium Industry Niche	Initial Date
Express-1	Buchanan, Michigan	Expedited Transportation	August 2004
Concert Group Logistics	Downers Grove, Illinois	Freight Forwarding	January 2008
Bounce Logistics	South Bend, Indiana	Premium Truckload Brokerage	March 2008

Express-1 and CGL were both existing companies acquired as part of two separate acquisitions. Express-1, Inc. was formed in 1989, while CGL was formed in 2001. Bounce Logistics was a start-up operation formed in March 2008.

Bounce Logistics, Inc. (Bounce)— provides premium truckload brokerage transportation services to its customers throughout the Unites States.

Other Reporting Disclosures

During the fourth quarter of 2008, the Company discontinued its Express-1 Dedicated business unit. The Company had operated this unit under the terms of a dedicated contract to supply transportation services to a domestic automotive manufacturer. The automotive manufacturer did not renew the contract and Express-1 Dedicated ceased operations in February of 2009. The financial results of this discontinued business unit for all reported periods are included as discontinued operations for reporting purposes.

Throughout our reports, we refer to the impact of fuel on our business. For purposes of these references, we have considered the impact of fuel surcharge revenues, and the related fuel surcharge expenses only as they relate to our Express-1 business unit. The expediting transportation industry commonly negotiates both fuel surcharges charged to its customers as well as fuel surcharges paid to its carriers. Therefore, we feel that this approach, most readily conveys the impact of fuel revenues, costs, and the resulting gross margin within this business unit.

Alternatively, within our other two units, Concert Group Logistics and Bounce Logistics, fuel charges to our customers are not commonly negotiated and identified separately from total revenue and the associated cost of transportation. We therefore, have not included an analysis of fuel surcharges for these two operating units. We believe this is a common practice within the freight forwarding and freight brokerage business sectors.

We often refer to the costs of our Board of Directors, our executive team and certain operating costs associated with operating as a public company as “corporate” charges. In addition to the aforementioned items, we also record items such as our income tax provision and other charges that are reported on a consolidated basis within the corporate line items of the following tables.

For the three months ended September 30, 2010 compared to the three months ended September 30, 2009

The following tables are provided to allow users to visualize quarterly results within our major reporting classifications. The tables do not replace the financial statements, notes thereto, or management discussion contained within this report on Form 10-Q. We encourage users to review these items for a more complete understanding of our financial position and results of operations.

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

(Unaudited)


													Percent of
	Quarter to Date						Quarter to Quarter Change						Business Unit Revenue
	2010			2009			In Dollars			In Percentage			2010			2009
Revenues
Express-1	$	21,407,000		$	14,704,000		$	6,703,000			45.6	%		48.2	%		56.1	%
Concert Group Logistics		18,586,000			8,945,000			9,641,000			107.8	%		41.8	%		34.1	%
Bounce Logistics		5,696,000			3,077,000			2,619,000			85.1	%		12.8	%		11.7	%
Intercompany eliminations		(1,241,000	)		(515,000	)		(726,000	)		-141.0	%		-2.8	%		-1.9	%

Total revenues		44,448,000			26,211,000			18,237,000			69.6	%		100.0	%		100.0	%


Direct expenses
Express-1		16,096,000			11,430,000			4,666,000			40.8	%		75.2	%		77.7	%
Concert Group Logistics		16,699,000			8,026,000			8,673,000			108.1	%		89.8	%		89.7	%
Bounce Logistics		4,755,000			2,541,000			2,214,000			87.1	%		83.5	%		82.6	%
Intercompany eliminations		(1,241,000	)		(515,000	)		(726,000	)		-141.0	%		100.0	%		100.0	%

Total direct expenses		36,309,000			21,482,000			14,827,000			69.0	%		81.7	%		82.0	%


Gross margin
Express-1		5,311,000			3,274,000			2,037,000			62.2	%		24.8	%		22.3	%
Concert Group Logistics		1,887,000			919,000			968,000			105.3	%		10.2	%		10.3	%
Bounce Logistics		941,000			536,000			405,000			75.6	%		16.5	%		17.4	%

Total gross margin		8,139,000			4,729,000			3,410,000			72.1	%		18.3	%		18.0	%


Selling, general & administrative
Express-1		2,779,000			1,867,000			912,000			48.8	%		13.0	%		12.7	%
Concert Group Logistics		1,335,000			632,000			703,000			111.2	%		7.2	%		7.1	%
Bounce Logistics		661,000			355,000			306,000			86.2	%		11.6	%		11.5	%
Corporate		444,000			430,000			14,000			3.3	%		1.0	%		1.6	%

Total selling, general & administrative		5,219,000			3,284,000			1,935,000			58.9	%		11.7	%		12.5	%


Operating income from continuing operations
Express-1		2,532,000			1,407,000			1,125,000			80.0	%		11.8	%		9.6	%
Concert Group Logistics		552,000			287,000			265,000			92.3	%		3.0	%		3.2	%
Bounce Logistics		280,000			181,000			99,000			54.7	%		4.9	%		5.9	%
Corporate		(444,000	)		(430,000	)		(14,000	)		-3.3	%		-1.0	%		-1.6	%

Operating income from continuing operations		2,920,000			1,445,000			1,475,000			102.1	%		6.6	%		5.5	%


Interest expense		32,000			26,000			6,000			23.1	%		0.1	%		0.1	%
Other expense		48,000			19,000			29,000			152.6	%		0.1	%		0.1	%

Income from continuing operations before tax		2,840,000			1,400,000			1,440,000			102.9	%		6.4	%		5.3	%

Tax provision		1,110,000			599,000			511,000			85.3	%		2.5	%		2.3	%

Income from continuing operations		1,730,000			801,000			929,000			116.0	%		3.9	%		3.1	%

Loss from discontinued operations, net of tax		—			10,000			(10,000	)		-100.0	%		0.0	%		0.0	%

Net income	$	1,730,000		$	811,000		$	919,000			113.3	%		3.9	%		3.1	%

Express-1 Expedited Solutions, Inc.
Summary of Selling, General & Administrative Expenses
For the Three Months Ended September 30,

(Unaudited)


	Quarter to Date				Quarter to Quarter Change
	2010		2009		In Dollars			In Percentage
Express-1, Inc.
Salaries & benefits	$	1,919,000	$	1,309,000	$	610,000			46.6	%
Purchased services		339,000		165,000		174,000			105.5	%
Depreciation & amortization		123,000		129,000		(6,000	)		-4.7	%
Other		398,000		264,000		134,000			50.8	%

Total selling, general & administrative		2,779,000		1,867,000		912,000			48.8	%


Concert Group Logistics
Salaries & benefits		789,000		377,000		412,000			109.3	%
Purchased services		64,000		20,000		44,000			220.0	%
Depreciation & amortization		140,000		129,000		11,000			8.5	%
Other		342,000		106,000		236,000			222.6	%

Total selling, general & administrative		1,335,000		632,000		703,000			111.2	%


Bounce
Salaries & benefits		472,000		247,000		225,000			91.1	%
Purchased services		34,000		18,000		16,000			88.9	%
Depreciation & amortization		8,000		7,000		1,000			14.3	%
Other		147,000		83,000		64,000			77.1	%

Total selling, general & administrative		661,000		355,000		306,000			86.2	%


Corporate
Salaries & benefits		118,000		86,000		32,000			37.2	%
Purchased services		191,000		232,000		(41,000	)		-17.7	%
Depreciation & amortization		5,000		—		5,000			100.0	%
Other		130,000		112,000		18,000			16.1	%

Total selling, general & administrative		444,000		430,000		14,000			3.3	%


Total SG&A expenses
Total salaries & benefits		3,298,000		2,019,000		1,279,000			63.3	%
Total purchased services		628,000		435,000		193,000			44.4	%
Total depreciation & amortization		276,000		265,000		11,000			4.2	%
Total other		1,017,000		565,000		452,000			80.0	%

Total selling, general & administrative	$	5,219,000	$	3,284,000	$	1,935,000			58.9	%

Consolidated Results

Solid growth in all three operating divisions continued in the third quarter of 2010 when compared to the same quarter in 2009. We continue to believe that our 2009 investment in sales diversification and maintaining our Express-1 fleet have paid big dividends in 2010. The sales team has produced an increasingly diverse customer base, and our successful 2009 acquisitions of First Class and LRG International have been integrated and continue to grow and prosper. Express-1 has experienced solid overall revenue growth with its international department becoming a major factor in Express-1’s service offerings. Additionally, CGL and Bounce are seeing strong organic growth as the freight environment continues to improve. Based on the above, gross revenues increased to $44.4 million in the third quarter as compared to $26.2 million in the same period in 2009, representing a 69.6% increase.

Direct expenses represent expenses attributable to freight transportation. During the third quarter of 2010, these expenses continued to maintain a direct relationship to our operating revenues. Our “asset light” operating model provides transportation capacity through variable cost transportation alternatives, and therefore enables us to control our operating costs as our volumes fluctuate. Our primary means of providing capacity are through our fleet of independent contractors and brokerage relationships. We continue to view this operating model as a strategic advantage. Our overall gross margin improved to 18.3% for the third quarter of 2010 as compared to 18.0% for the third quarter of 2009 due in large part to improved margins at Express-1. We believe that this is also a positive sign for the economy as overall industry capacity shortages coupled with economic improvements continue to put upward pressure on margins.

We are encouraged that as a percentage to total revenue our SG&A costs have dropped during the third quarter of 2010 to 11.7% as compared to 12.5% in the comparable period in 2009. Overall, selling, general and administrative (SG&A) expenses increased by $1.9 million for the three months ended September 30, 2010 compared to the same period in 2009. Salaries and benefits represented $1.3 million of the increased SG&A costs and were incurred due to the increased business volumes in addition to reestablishing some of the benefits that were eliminated in 2009. The current percentage of 11.7% is consistent with historical trends and we believe this percentage is sustainable throughout the remainder of the year as additional volumes have contributed to our efficiencies.

Net income for the quarter ended September 30, 2010 totaled $1.7 million compared to $811,000 for the same quarter in 2009 representing an increase of 113.3%. This positive trend reflects the overall improvement in the economy in addition to efficiencies garnered during the economic downturn. This positive trend also reflects positive impacts due to acquisition activity over the past two years.

Express-1

For the fourth consecutive quarter, Express-1 generated record quarterly revenues of $21.4 million in the third quarter as revenue grew by 45.6% compared to the same period in 2009. Express-1’s continued investment in sales diversification has paid off handsomely as it has expanded its presence into other markets. Also, the Company’s investment in its Mexican freight operation has exceeded management’s expectations by providing approximately 17.0% of Express-1’s revenue for the quarter. During the quarter, home appliance, and retail business sectors have also contributed to the Company surpassing previous year’s levels and have contributed to our overall improvement in diversifying our customer base which historically has been more dependent on the automotive sector. Additionally, our Detroit Metro office (formerly First Class Expedite Service) continued to provide a boost to our business by serving as the key contact for certain large customer relationships. In the quarter, the Detroit office tendered 518 shipments with our main office, and handled approximately 6,000 shipments with their Detroit based fleet. Express-1 has historically rebounded quickly from recessions as the expediting industry in general is typically one of the first benefactors of a recovering economy.

Fuel prices have increased resulting in a corresponding increase in fuel surcharge as a percentage of revenue in the third quarter of 2010. For the three month period ended September 30, 2010, fuel surcharge revenues represented 12.1% of our revenue as compared to 10.2% in the same period in 2009. Rising fuel prices tend to have a negative impact on our gross margin percentage since these revenues are substantially passed through to our owner operators. We believe that any negative margin impact from fuel will be offset by pricing adjustments allowed by the market due to tightening truck capacity.

Express-1’s gross margin percentage increased to 24.8% for the third quarter of 2010 compared to 22.3% in the same quarter in 2009. We believe that margins will remain somewhat consistent moving forward in 2010 as tightening capacity has allowed the Company to gain margin with targeted revenue increases. We are somewhat cautious with our anticipated margin moving forward due to the fact that direct transportation cost pressures due to fuel increases and an overall lack of capacity will offset any upside gains that the market might allow on the revenue side.

Selling, general and administrative expenses increased slightly in the third quarter of 2010 to 13.0% as compared to 12.7% in the third quarter of 2009. Overall, selling, general and administrative (SG&A) expenses increased by $912,000 in the third quarter of 2010 compared to the same period in 2009. The current percentage of 13.0% is consistent with historical trends and we believe this percentage is sustainable throughout the remainder of the year. Increases in salaries and benefits added $610,000 to the SG&A, compared to the same quarter in 2009. The increase in this area resulted from increased business volumes in addition to the reestablishment of benefits that were eliminated in 2009.

For the quarter ended September 30, 2010, Express-1 generated income from operations before tax of $2.5 million compared to $1.4 million in the same quarter in 2009 representing an increase of 80.0%. Management remains optimistic about the remainder of the year as the overall economy improves and trucking capacity tightens.

Concert Group Logistics (CGL)

CGL continued to rebound from its 2009 results. CGL’s third quarter revenue was $18.6 million which compared favorably to revenues of $8.9 million in 2009 representing an increase of 107.8%. The purchase of certain assets and liabilities of LRG International (CGL International) in October of 2009, contributed to the revenue increases during the third quarter as compared to the same period in 2009. CGL International (formerly LRG International) revenues represented $4.0 million or 21.5% of CGL’s third quarter’s revenue.

Direct expenses of $16.7 million consist primarily of payments for purchased transportation in addition to payments to CGL’s independent offices that control the overall operation of customer shipments. CGL International’s direct expense represented $3.4 million or 20.4% of the total direct expense of CGL. As a percentage of CGL revenue, direct expenses represented 89.8% for the third quarter of 2010 as compared to 89.7% for the same quarter in 2009. We anticipate slight improvements in CGL’s gross margin moving forward due to CGL International being a company-owned office with less of its costs being reflected as direct expenses. These costs relate to the operational activities of the 2 CGL International branches in Tampa and Miami and have been included in the SG&A expense line item for financial presentation purposes.

Selling, general and administrative expenses increased in the third quarter of 2010 by $703,000 as compared to the same period in 2009. These cost increases relate primarily to additional costs of $355,000 associated with running CGL International as Company owned branches. These additional costs represent a shift from direct costs to SG&A costs due to CGL International’s company owned status. Total SG&A costs of $1.3 million for the third quarter represented an increase of $703,000 from the same quarter in 2009. The majority of this increase, $412,000 was due to increased payroll related to increased volumes and revenues generated during 2010. Additionally, benefits that were discontinued during the recession of 2009 were reestablished during 2010 and have also contributed to the increased costs in the third quarter when compared to the prior year. As a percentage to revenue SG&A costs increased slightly to 7.2% in the third quarter of 2010 as compared to 7.1% in the third quarter of 2009. We anticipate the current SG&A percentage of revenue being sustained for the remainder of the year based on the additional operating costs associated with CGL International being classified on this line item for financial statement presentation. Additionally, other expenses increased by $291,000 in the third quarter of 2010 primarily relating to bad debts incurred during the quarter in addition to other expenses incurred at CGL International.

For the quarter ended September 30, 2010, Concert Group Logistics generated income from operations before tax of $552,000 representing an increase of 92.3% from the comparable period in 2009. Approximately $220,000 or 39.9% of CGL’s operating income was generated at CGL International. Again, this is due primarily to an improving freight environment and we continue to anticipate favorable results for the remainder of the year as compared to 2009.

Management continues to focus on the expansion of its independent office network, and is actively pursuing strategic opportunities. As of September 30, 2010 the Company maintained a network of 23 independent offices and 2 Company owned branches as compared to 26 independent offices as of September 30, 2009.

Bounce Logistics

Bounce continues to see significant growth as its third quarter of 2010 revenues of $5.7 million represented an 85.1% increase over 2009 revenues in the comparable period. We believe this is reflective of an improving economy and Bounce’s aggressive growth strategy. We continue to be very optimistic about growth potential as economic conditions improve in 2010.

In the third quarter of 2010 Bounces’ direct transportation expenses increased to 83.5% as a percentage of revenue as compared to 82.6% in the third quarter of 2009. This resulted in Bounces’ gross margin being reduced to 16.5% as compared to 17.4% in the comparable period in 2009. We believe the margin for the remainder of 2010 will approximate our current percentage as trucking capacity tightens creating upward pressure on purchased transportation. We believe that volume and price increases will more than offset the margin reduction as the economy continues to improve. We continue to have confidence in Bounce’s ability to grow and access truck capacity in 2010.

Selling, general and administrative expenses increased by $306,000 in the third quarter of 2010 compared to the same period in 2009. Increases in payroll and related benefits accounted for $225,000 of the increase during the quarter as compared to the same quarter in 2009. As mentioned previously, increased staffing due to volume increases in addition to reestablished benefits that were discontinued in 2009 accounted for this difference. Overall, our SG&A percentage to revenue increased slightly to 11.6% in the third quarter of 2010 as compared to 11.5% in the same period in 2009 and we anticipate that this percentage will be sustainable throughout the remainder of 2010.

The above items have resulted in Bounce generating operating income of $280,000 in the third quarter of 2010 compared to $181,000 in the same period in 2009. Management continues to be optimistic regarding the future growth and profitability potential of Bounce for the remainder of 2010.

Corporate

Corporate costs for the third quarter of 2010 increased by $14,000 as compared to the same quarter in 2009. As a percentage of revenue, corporate costs decreased to 1.0% in the third quarter of 2010 from 1.6% in the same period in 2009. We anticipate holding these costs below 2009 levels as increased revenues have produced favorable efficiencies in scale.

For the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009

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

(Unaudited)


													Percent of
	Year to Date						Year to Year Change						Business Unit Revenue
	2010			2009			In Dollars			In Percentage			2010			2009
Revenues
Express-1	$	58,176,000		$	33,682,000		$	24,494,000			72.7	%		50.0	%		49.2	%
Concert Group Logistics		47,598,000			28,739,000			18,859,000			65.6	%		40.9	%		41.9	%
Bounce Logistics		13,494,000			7,089,000			6,405,000			90.4	%		11.6	%		10.3	%
Intercompany eliminations		(2,838,000	)		(984,000	)		(1,854,000	)		-188.4	%		-2.5	%		-1.4	%

Total revenues		116,430,000			68,526,000			47,904,000			69.9	%		100.0	%		100.0	%


Direct expenses
Express-1		44,358,000			26,099,000			18,259,000			70.0	%		76.2	%		77.5	%
Concert Group Logistics		42,653,000			25,952,000			16,701,000			64.4	%		89.6	%		90.3	%
Bounce Logistics		11,280,000			5,877,000			5,403,000			91.9	%		83.6	%		82.9	%
Intercompany eliminations		(2,838,000	)		(984,000	)		(1,854,000	)		-188.4	%		100.0	%		100.0	%

Total direct expenses		95,453,000			56,944,000			38,509,000			67.6	%		82.0	%		83.1	%


Gross margin
Express-1		13,818,000			7,583,000			6,235,000			82.2	%		23.8	%		22.5	%
Concert Group Logistics		4,945,000			2,787,000			2,158,000			77.4	%		10.4	%		9.7	%
Bounce Logistics		2,214,000			1,212,000			1,002,000			82.7	%		16.4	%		17.1	%

Total gross margin		20,977,000			11,582,000			9,395,000			81.1	%		18.0	%		16.9	%


Selling, general & administrative
Express-1		7,155,000			5,319,000			1,836,000			34.5	%		12.3	%		15.8	%
Concert Group Logistics		3,582,000			1,949,000			1,633,000			83.8	%		7.5	%		6.8	%
Bounce Logistics		1,696,000			904,000			792,000			87.6	%		12.6	%		12.8	%
Corporate		1,459,000			1,361,000			98,000			7.2	%		1.3	%		2.0	%

Total selling, general & administrative		13,892,000			9,533,000			4,359,000			45.7	%		11.9	%		13.9	%


Operating income from continuing operations
Express-1		6,663,000			2,264,000			4,399,000			194.3	%		11.5	%		6.7	%
Concert Group Logistics		1,363,000			838,000			525,000			62.6	%		2.9	%		2.9	%
Bounce Logistics		518,000			308,000			210,000			68.2	%		3.8	%		4.3	%
Corporate		(1,459,000	)		(1,361,000	)		(98,000	)		-7.2	%		-1.3	%		-2.0	%

Operating income from continuing operations		7,085,000			2,049,000			5,036,000			245.8	%		6.1	%		3.0	%


Interest expense		140,000			74,000			66,000			89.2	%		0.1	%		0.1	%
Other expense		102,000			28,000			74,000			264.3	%		0.1	%		0.0	%

Income from continuing operations before tax		6,843,000			1,947,000			4,896,000			251.5	%		5.9	%		2.8	%

Tax provision		2,775,000			858,000			1,917,000			223.4	%		2.4	%		1.3	%

Income from continuing operations		4,068,000			1,089,000			2,979,000			273.6	%		3.5	%		1.6	%

Income from discontinued operations, net of tax		—			15,000			(15,000	)		-100.0	%		0.0	%		0.0	%

Net income	$	4,068,000		$	1,104,000		$	2,964,000			268.5	%		3.5	%		1.6	%

Express-1 Expedited Solutions, Inc.
Summary of Selling, General & Administrative Expenses
For the Nine Months Ended September 30,

(Unaudited)


	Year to Date				Year to Year Change
	2010		2009		In Dollars			In Percentage
Express-1, Inc.
Salaries & benefits	$	5,075,000	$	3,722,000	$	1,353,000			36.4	%
Purchased services		866,000		547,000		319,000			58.3	%
Depreciation & amortization		362,000		394,000		(32,000	)		-8.1	%
Other		852,000		656,000		196,000			29.9	%

Total selling, general & administrative		7,155,000		5,319,000		1,836,000			34.5	%


Concert Group Logistics
Salaries & benefits		2,002,000		1,076,000		926,000			86.1	%
Purchased services		154,000		149,000		5,000			3.4	%
Depreciation & amortization		484,000		394,000		90,000			22.8	%
Other		942,000		330,000		612,000			185.5	%

Total selling, general & administrative		3,582,000		1,949,000		1,633,000			83.8	%


Bounce
Salaries & benefits		1,216,000		580,000		636,000			109.7	%
Purchased services		60,000		51,000		9,000			17.6	%
Depreciation & amortization		23,000		20,000		3,000			15.0	%
Other		397,000		253,000		144,000			56.9	%

Total selling, general & administrative		1,696,000		904,000		792,000			87.6	%


Corporate
Salaries & benefits		421,000		328,000		93,000			28.4	%
Purchased services		695,000		671,000		24,000			3.6	%
Depreciation & amortization		14,000		—		14,000			100.0	%
Other		329,000		362,000		(33,000	)		-9.1	%

Total selling, general & administrative		1,459,000		1,361,000		98,000			7.2	%


Total SG&A expenses
Total salaries & benefits		8,714,000		5,706,000		3,008,000			52.7	%
Total purchased services		1,775,000		1,418,000		357,000			25.2	%
Total depreciation & amortization		883,000		808,000		75,000			9.3	%
Total other		2,520,000		1,601,000		919,000			57.4	%

Total selling, general & administrative	$	13,892,000	$	9,533,000	$	4,359,000			45.7	%

Consolidated Results

The nine months ended September 30, 2010 represented a significant rebound from the same period in 2009 due to our focus on sales diversification and maintaining our fleet at Express-1 over the past year. Revenues for each of the business units saw significant increases as compared to 2009. In total, revenues of $116.4 million for the first nine months of 2010 represented a 69.9% increase as compared to the same period in 2009. We believe that our focus on business diversity and investing resources in sales during 2009 has positioned the Company well in the improved transportation environment. We continue to see improved revenues as compared to 2009 for the remainder of 2010.

Direct expenses represent expenses attributable to freight transportation. During the initial nine months of 2010, these expenses continued to maintain a direct relationship to our operating revenues. Our “asset light” operating model provides transportation capacity through variable cost transportation alternatives, and therefore enables us to control our operating costs as our volumes fluctuate. Our primary means of providing capacity are through our fleet of independent contractors and brokerage relationships. We continue to view this operating model as a strategic advantage. Our overall gross margin increased to 18.0% for the initial nine months of 2010 as compared to 16.9% for the same period in 2009 due in large part to improved margins at Express-1 and Concert Group Logistics. We believe that this is also a positive sign for the economy as overall industry capacity shortages coupled with an improving freight environment continue to put upward pressure on margins.

We are encouraged that as a percentage to total revenue our SG&A costs have dropped during the first nine months of 2010 to 11.9% as compared to 13.9% in the comparable period in 2009. Overall, selling, general and administrative (SG&A) expenses increased by $4.4 million for the initial nine months of 2010 compared to the same period in 2009. The current percentage of 11.9% is consistent with historical trends and we believe this percentage is sustainable throughout the remainder of the year as additional volumes have contributed to our efficiencies. Increased salaries and benefits are responsible for $3.0 million of the increase in SG&A expense and are a direct result of increased staffing costs related to increased volumes in addition to benefits that were reestablished in 2010 after being eliminated in 2009. Additionally, other costs increased by $919,000 and represented additional costs of running CGL International as a Company branch in addition to higher than normal bad debts incurred during year at CGL.

Operating income from all three operating divisions reflected significant increases as compared to the same nine month period in 2009. Net income for the nine month period ended September 30, 2010 totaled $4.1 million compared to $1.1 million for the same period in 2009 representing an increase of 268.5%. This positive trend reflects the overall improvement in the freight environment in addition to efficiencies garnered during the economic downturn. This positive trend also reflects positive impacts due to acquisition activity over the past two years.

Express-1

Express-1 generated record revenues of $58.2 million in the nine month period ended September 30, 2010, as revenue grew by 72.7% compared to the same period in 2009. Express-1’s continued investment in sales diversification and maintaining its fleet of vehicles has paid off handsomely as it has expanded its presence into other markets. Also, the Company’s investment in its Mexico operations two years ago continues to exceed management’s expectations. During the same period, home appliance and retail business sectors contributed to the Company surpassing previous year’s levels. Additionally this contributed to our overall improvement in diversifying our customer base which historically has been more dependent on the automotive sector. Express-1 has historically rebounded quickly from recessions as the expediting industry in general is typically one of the first benefactors of a recovering economy. We continue to be optimistic for the remainder of the year as capacity tightens and the economy improves.

Fuel prices have increased during the year resulting in a corresponding increase in fuel surcharge as a percentage of revenue during the first nine months of 2010. For the nine month period ended September 30, 2010, fuel surcharge revenues represented 12.1% of our revenue as compared to 8.9% in the same period in 2009. Rising fuel prices tend to have a negative impact on our gross margin since these revenues are substantially passed through to our owner operators; however, we believe that any negative margin impact from fuel will be offset by pricing adjustments allowed by the market due to tightening truck capacity and an improved freight environment.

Express-1’s direct expenses represent both fleet costs associated with their fleet of vehicles along with brokerage costs related to runs that are brokered to other carriers. Express-1’s gross margin percentage increased to 23.8% for the first nine months of 2010 compared to 22.5% for the same period in 2009. We believe that the current margins will remain somewhat consistent as the improved freight environment and a corresponding tight capacity market has allowed Express-1 to increase pricing in targeted areas.

We are encouraged that as a percentage to total revenue our SG&A costs have dropped during the first nine months to 12.3% as compared to 15.8% in the third quarter of 2009. Overall, selling, general and administrative (SG&A) expenses increased by $1.8 million in the period compared to the same period in 2009. Increased salaries and benefits accounted for $1.4 million of the increase in SG&A and resulted from increased staffing due to improved volumes and the reestablishment of benefits that were eliminated in 2009. The current percentage of 12.3% is consistent with historical trends and we believe this percentage is sustainable throughout the remainder of the year.

For the nine month period ended September 30, 2010, Express-1 generated income from operations before tax of $6.7 million compared to $2.3 million in the same period in 2009 representing an increase of 194.3%. Management remains optimistic about the remainder of the year as the overall freight environment continues to improve.

Concert Group Logistics (CGL)

CGL’s initial nine months of revenue in 2010 reflected a healthy rebound from 2009. Revenues of $47.6 million compared favorably to revenues of $28.7 million in 2009 representing a 65.6% increase. The purchase of certain assets and liabilities of LRG International (CGL International) in October of 2009, contributed to the revenue increases during the nine month period. CGL International (formerly LRG International) revenues represented $8.9 million or 18.7% of CGL’s third quarter’s revenue.

Direct expenses consist primarily of payments for purchased transportation in addition to payments to CGL’s independent offices that control the overall operation of our customer’s shipments. As a percentage of CGL revenue, direct expenses represented 89.6% for the first three quarters of 2010 compared to 90.3% for the same period in 2009. CGL International’s direct expense represented $7.6 million or 17.8% of the total direct expense of CGL. This overall gain in efficiency resulted in CGL’s gross margin percentage improving to 10.4% in the first three quarters of 2010 from 9.7% in the same period in 2009. We believe that the improved margin will be sustainable for the remainder of the year and is partly due to running CGL International as a Company owned station which by nature produces a higher gross margin since some costs of operation are included in SG&A costs rather than in direct costs.

Selling, general and administrative (SG&A) expenses increased in the nine month period ended September 30, 2010, by $1.6 million as compared to the same period in 2009 and relate in large part to running CGL International as a company owned branch. These increased costs with CGL International are directly offset by decreases in direct expenses resulting in a higher gross margin percentage. Increased salaries and benefits were responsible for $926,000 of the increase and resulted from increased volumes and the reestablishment of benefits that were eliminated in 2009 due to the recession. Other costs have also increased by $612,000 during the initial nine months of 2010 and relate primarily to additional costs due to running CGL International as a company owned branch in addition to higher than expected bad debts during the year. As a percentage of revenue, SG&A costs increased to 7.5% in the first three quarters of 2010 from 6.8% during the first three quarters of 2009. We anticipate the current SG&A percentage of revenue being sustained for the remainder of the year based on this change in our operating model.

For the nine month period ended September 30, 2010, Concert Group Logistics generated income from operations before tax of $1.4 million representing an increase of 62.6% from the comparable period in 2009. Approximately $298,000 or 21.3% of CGL’s operating income was generated at CGL International. Again, this is due primarily to the improved freight environment and the addition of CGL International. We continue to anticipate favorable results for the remainder of the year with an improved freight environment resulting in increased revenues.

Bounce Logistics

Bounce continues to see significant growth as its revenue for the first nine months of 2010 increased by 90.4% to $13.5 million compared to 2009 revenues of $7.1 million in the comparable period. We believe this is reflective of an improving freight environment and an aggressive growth strategy. We continue to be very optimistic about growth potential as Bounce progresses through 2010.

In the first nine month period of 2010, Bounces’ direct transportation expenses increased to 83.6% as a percentage of revenue as compared to 82.9% in the comparable period in 2009. We believe this cost increase reflects a tightening of truck capacity in the marketplace. This decrease in margin has been more than offset by additional business that has generated an additional $1.0 million in gross margin through the first nine months of 2010 as compared to the same period in 2009. We continue to have confidence in Bounce’s ability to grow and access truck capacity in 2010.

Selling, general and administrative expenses increased by $792,000 in the nine month period ended September 30, 2010 compared to the same period in 2009. Increased salaries and benefits were responsible for $636,000 of the increase and resulted from increased volumes and the reestablishment of benefits that were eliminated in 2009 due to the recession. Overall, efficiencies of scale have improved based on revenue growth as the percentage of S&A costs to revenue has decreased from 12.8% in 2009 to 12.6% in 2010. We are anticipating that additional growth will continue to reduce Bounce’s SG&A percentage throughout the remainder of the year.

The above items have resulted in Bounce generating operating income of $518,000 in the nine month period ended September 30, 2010 compared to $308,000 in the same period in 2009. Management continues to be optimistic regarding the future growth and profitability potential of Bounce moving forward in 2010.

Corporate

Corporate costs for the first nine months of 2010 increased by $98,000 as compared to the same three quarters in 2009. Increased salaries and benefits were responsible for $93,000 of the increase and resulted from increased volumes and the reestablishment of benefits that were eliminated in 2009 due to the recession. As a percentage of revenue, corporate costs decreased from 2.0% in the three quarter of 2009 to 1.3% in the same period in 2010. We anticipate holding these costs below 2009 levels as increased revenues have produced favorable efficiencies in scale.

Liquidity and Capital Resources

General

As of September 30, 2010, we had $12.8 million of working capital with associated cash of $951,000 compared with working capital of $970,000 and cash of $495,000 as of December 31, 2009. This represents an increase of $11.8 million or 1200% in working capital during the nine-month period. The Company renewed its credit facility with PNC Bank formerly National City Bank on March 31, 2010. The renewal of the Company’s credit facility had a positive impact of approximately $4.9 million on its working capital by converting the classification of both its term debt and line of credit to long term obligations based on the terms of the new agreement. The Company also had an increase of its account receivable of $8.8 million during the nine-month period ended September 30, 2010.

Cash Flow

During the nine months ended September 30, 2010, $203,000 in cash was generated from operations. The primary source of cash for the nine month period was net income of $4.1 million resulting primarily from increased business revenues during the initial nine months of the year. The increased business and associated revenue also caused both accounts receivable and accounts payable, primarily associated with purchased transportation, to increase. The increase in accounts receivable resulted in an $8.8 million use of cash during the nine-month period, but did not materially impact our average days outstanding in accounts receivable during the period. As mentioned previously, purchased transportation has also increased during the nine-month period creating a source of $2.0 million in accounts payable and $2.1 million in accrued expenses. Typically, cash flows during periods of revenue growth are hindered as the Company’s accounts receivable grows at a quicker pace than the related short term transportation liabilities. Additional uses of cash included $272,000 in prepaid expenses and a decrease in other liabilities of $834,000. During the same period in 2009, $884,000 in cash was used in operations. The lower cash flow in 2009 was primarily due to lower than expected revenues and net income during the period. Uses of cash included a $3.5 million increase in accounts receivable associated with a slowdown of customer payments during the recession and a $1.1 million reduction of accounts payable associated with the declining volumes of purchased transportation. Increased volumes and profitability have improved operating cash flows since the third quarter of 2009 and the Company anticipates continued growth and improvement in this area. Also, it is important to note that cash flow can vary by as much as $1.0 million on a quarter to quarter basis based on the weekly payment and receipt cycles at the end of the quarter.

Investing activities required cash usage of approximately $480,000 during the nine months ended September 30, 2010. During this period, cash was used to purchase $482,000 in fixed assets. Additionally, on October 1, 2010, the company paid LRG International $500,000 relating to the purchase agreement dated October 2009 which will result in a use of cash in the fourth quarter. During the same period in 2009 the company used $1.4 million to fund investment activities relating to: 1) satisfying final earn-out payments of $1.1 million to the former owners of Concert Group Logistics, LLC (CGL) and, 2) purchasing $250,000 in net assets related to the purchase of First Class Expediting Service, LLC in January of 2009.

Financing activities generated approximately $733,000 for the nine months ended September 30, 2010. Sources for cash for financing activities included $5.0 million of proceeds from term debt related to a new debt facility signed in March 2010 in addition to $434,000 in proceeds associated with the exercise of stock options during the period. Uses of cash for financing activities included payments on term debt of $2.2 million and net payments on the line of credit of $2.5 million. During the same period in 2009, financing activities generated approximately $1.9 million, which were derived primarily from net draws on the Company’s line of credit. Additionally, $946,000 in payments on the Company’s term debt was made during the period. Moving forward through the remainder of 2010, the Company expects to generate sufficient cash from operations to be used to pay down additional amounts on its line of credit.

During 2009, the Company fully utilized its federal net operating loss which has resulted in an additional use of funds in 2010 as compared to 2009. Through the first nine months of 2010, cash payments related to tax liabilities equaled $2.5 million as compared to tax related payments of $282,000 in the same period of 2009.

Line of Credit and Term Note

To ensure adequate near-term liquidity, we renewed our credit facility with PNC Bank, on March 31, 2010. This $15.0 million facility provides for a receivables based line of credit of up to $10.0 million and a term loan of $5.0 million. The Company may draw upon the receivables based line of credit the lesser of $10.0 million or 80% of eligible accounts receivable, less amounts outstanding under letters of credit and 50% of the term loan balance. The proceeds of the line of credit will be used exclusively for working capital purposes. The proceeds of the term loan were used to:

	•		Pay off the $1.1million balance of the previous term loan which was entered into on January 31, 2008,

	•		Refinance $2.0 million utilized to acquire the assets of LRG International, in October of 2009; and

	•		Reduce the balance on the previous line of credit initially established on January 31, 2008 by $1.9 million.

Substantially all the assets of our Company and wholly owned subsidiaries (Express-1, Inc., Concert Group Logistics, Inc., Bounce Logistics, Inc., and CGL International, Inc.) are pledged as collateral securing our performance under the credit facilities. The credit facility bears interest based upon LIBOR with an initial increment of 200 basis points for the line of credit and 225 basis points for the term loan. The term loan is payable over a thirty-six month period and requires monthly principal payments of $139,000 plus accrued interest.

The credit facilities carry certain covenants related to the Company’s financial performance. Included among the covenants are a fixed charge coverage ratio and a total funded debt to earnings before interest, taxes, depreciation and amortization ratio. As of September 30, 2010, the Company was in compliance with all terms under the credit facility and no events of default existed under the terms of this agreement.

We had outstanding standby letters of credit at September 30, 2010 of $410,000 related to insurance policies either continuing in force or recently canceled. Amounts outstanding for letters of credit reduce the amount available under our line of credit, dollar-for-dollar.

Available capacity in excess of outstanding borrowings under the line was approximately $5.5 million as limited by 80% of eligible accounts receivable less amounts outstanding under letters of credit and 50% of the term loan balance as of September 30, 2010. The credit facility carries a maturity date of March 31, 2012.

Options

The following schedule represents those options that the Company has outstanding as of September 30, 2010. The schedule also segregates the options by expiration date and exercise price to better identify their potential for exercise. Additionally, the total approximate potential proceeds by year have been identified.


											*Total*		*Approximate*
	*Options grouped by exercise price*										*Outstanding*		*Potential*
	.50-.75		.76-1.00		1.01-1.25		1.26-1.50		1.51 >		*Options*		*Proceeds*
*Option Expiration Dates*
2010												—	$	—
2011						125,000						125,000		130,000
2014				50,000				500,000				550,000		769,000
2015		500,000				200,000						700,000		603,000
2016				50,000		125,000		100,000				275,000		313,000
2017						50,000		320,000				370,000		514,000
2018				287,000		100,000						387,000		382,000
2019		25,000		75,000		25,000						125,000		112,000
2020						75,000		235,000		288,000		598,000		839,000

*Totals*		525,000		462,000		700,000		1,155,000		288,000		3,130,000	$	3,662,000

Contractual Obligations

The following table reflects all contractual obligations of our Company as of September 30, 2010.


	Payments Due by Period
			Less than 1		1 to 3		3 to 5		More than 5
Contractual Obligations	Total		Year		Years		Years		Years
Term notes payable	$	4,167,000	$	1,667,000	$	2,500,000	$	—	$	—
Capital leases payable		17,000		4,000		13,000		—		—

Total note payable and capital leases		4,184,000		1,671,000		2,513,000		—		—
Line of credit		4,073,000		—		4,073,000		—		—
Operating/real estate leases		766,000		439,000		320,000		7,000		—
Earnout obligation — LRG*		1,400,000		950,000		450,000		—		—
Employment contracts		2,044,167		1,101,667		942,500		—		—

Total contractual cash obligations	$	12,467,167	$	4,161,667	$	8,298,500	$	7,000	$	—


*		For additional information seeFootnote 3-Acquisitions

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

Not Required.

Item 4.Controls and Procedures.

Evaluation of disclosure controls and procedures.Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operations of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to Express-1 Expedited Solutions, Inc., including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

Changes in internal controls.There were no changes in our internal controls over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1.Legal Proceedings.

From time-to-time, the Company is involved in various civil actions as part of its normal course of business. The Company is not a party to any litigation that is material to ongoing operations as defined in Item 103 of Regulation S-K as of the period ended September 30, 2010.

Item 1A.Risk Factors.

Not required

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

No unregistered equity securities were sold in the current reporting period.

Item 3.Defaults upon Senior Securities.

The Company’s line of credit and a term note contain various covenants pertaining to the maintenance of certain financial ratios. As of September 30, 2010, the Company was in compliance with the ratios required under these agreements. No events of default exist on these agreements as of the filing date.

Item 4. Removed andReserved.

Item 5.Other Information.

None

Item 6. Exhibits


Exhibit No.		Description
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.2		Certification of the Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Express-1 Expedited Solutions, Inc.
		/s/ Michael R. Welch
		Michael R. Welch
		Chief Executive Officer


		/s/ John D. Welch
		John D. Welch
		Interim Chief Financial Officer

Date: November 12, 2010

Exhibit Index


Exhibit No.		Description
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

32.2		Certification of the Interim Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

XPO Logistics (XPO) 10-Q2010 Q3 Quarterly report

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