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Note 11 - Acquisitions
 12 Months Ended
Dec. 31, 2011
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
11.  Acquisitions

First Class

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, FCES is included with the operating results of Express-1.  The Company has recognized identifiable intangible assets of $210,000 amortizable over a 2-5 year period.

The purchase price allocation for FCES as of January 2009 was as follows:

Property and equipment
  $ 82,000  
Intangibles
    210,000  
Liabilities assumed
    (42,000 )
Total purchase price
  $ 250,000  

 LRG

   On October 1, 2009, CGL purchased certain assets and liabilities of Tampa, Florida based LRG International, Inc. (LRG), an international freight forwarder. The LRG purchase complements and expands CGL’s ability to move international freight competitively.  LRG’s financial activity is included within CGL’s segment information.

   At closing the Company paid the former owners of LRG $2 million in cash.  The Company used its then-existing line of credit to finance the transaction.  On the one year anniversary of the closing, the Company paid the former owners $500,000.  The transaction also provided for potential earn-outs of $900,000 provided certain performance criteria are met within the new CGL International division over a 2 year period.  During the first quarter of 2011, the Company paid a $450,000 cash earn-out.  One additional potential earn-out of $450,000 can also be earned based on 2011 financial criteria being met.  At the October 1, 2009 closing date  the company recorded approximately $1,237,000 in liabilities related to the fair value of these future payments, which are measured using Level 3 fair value inputs (see Note 6 – Identified Intangible Assets).

   The Company accounted for the acquisition as a purchase and included the results of operation of the acquired business in the Consolidated Financial Statements from the effective date of the acquisition.

The  purchase price allocation for  LRG as of October 1, 2009 was as follows:

Property and equipment
  $ 30,000  
Trademarks/names
    220,000  
Association memberships
    160,000  
Customer lists
    1,410,000  
Non-compete agreements
    60,000  
Goodwill
    1,357,000  
Earn-outs
    (1,237,000 )
Total purchase price
  $ 2,000,000  

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

   
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    

  The following unaudited Pro forma consolidated information presents the results of operations of the Company for the twelve months ended December 31, 2009, as if the acquisition of LRG had taken place at the beginning of the year presented.  The 2010 and 2011 Consolidated Financial Statements include a full year of LRG (currently CGL International) results.  Pro forma results presented within the table do not include adjustments for amortization of intangibles and depreciation of fixed assets as a result of the LRG acquisition.

   
Pro forma Consolidated Results
 
   
(Unaudited)
 
   
For the year ended
 
   
December 31, 2009
 
Operating revenue
  $ 106,540,000  
Income from continuing operations before tax
    3,409,000  
Income from continuing operations
  $ 1,926,000  
         
Basic income from continuing operations per share
  $ 0.06  
Diluted income from continuing operations per share
  $ 0.06