• Expands Operations with Acquisition of Kelron Logistics and Cold-starts

XPO Logistics, Inc. (NYSE: XPO) today announced financial results for the second quarter of 2012. Total revenue was $54.5 million for the quarter, a 23.7% increase from the same period last year.

Net loss was $5.2 million for the quarter, compared with net income of $914,000 for the same period last year. The company reported a second quarter net loss available to common shareholders of $5.9 million, or a loss of $0.34 per diluted share, compared with earnings of $0.11 per diluted share, for the same period in 2011.

Adjusted earnings per share (“adjusted EPS”), a non-GAAP financial measure, was a loss of $0.17 for the quarter, excluding a non-cash charge of $3.0 million related to a valuation allowance for deferred tax assets. EPS and adjusted EPS include a loss of $0.04 per diluted share related to $750,000 in cumulative preferred dividends.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP financial measure, was a loss of $3.7 million for the second quarter of 2012, compared with EBITDA of $1.9 million for the same period in 2011. EBITDA for the second quarter of 2012 includes $1.2 million in non-cash share-based compensation. A reconciliation of each non-GAAP measure to its most directly comparable GAAP measure is provided in the attached financial tables.

The company had $190.7 million of cash and no debt on June 30, 2012.

Acquires Kelron Logistics, Inc.

On August 3, 2012, XPO Logistics acquired the freight brokerage operations of Kelron Logistics, Inc., a non-asset, third party logistics business based in Canada. Founded in 1992, Kelron Logistics serves more than 1,000 customers through locations in Toronto, Ontario; Vancouver, British Columbia; Montreal, Quebec; and Cleveland, Ohio. Kelron Logistics generated trailing 12 months revenue of approximately $100 million as of June 30, 2012. The cash purchase price was $8 million, excluding any working capital adjustments.

CEO Comments

Brad Jacobs, chairman and chief executive officer, said, “We improved our performance in several key areas in the second quarter. We increased total gross margin dollars by 18% compared with the second quarter last year, reversing a decline in the prior period. We turned a corner in freight forwarding with the first year-over-year revenue increase in five quarters. And we drove double-digit growth in the top line and the profitability of our expedited business. While our investments in infrastructure affect our earnings in the short-term, they are critical to our plan for growth. We’re transforming the company to create significant value over time.”

Jacobs continued, “Today, we’re either on track or ahead of schedule with the three core components of our plan: acquisitions, cold-starts and the optimization of operations. We’re pleased to have purchased Kelron Logistics as we continue to expand our brokerage operations. Kelron is a non-asset brokerage business with approximately $100 million in revenue and 20 years of industry relationships. Its 2,500 carriers should be a valuable addition to our network. We plan to drive efficiencies at all four Kelron locations by providing access to our centralized carrier capacity and by migrating them to our IT system. We’ve successfully implemented this model with Continental Freight Services, which we bought in May.

“Our cold-start program is also progressing well. We now have seven new brokerage branches in place, versus our initial target of five openings by year-end. Through a disciplined mix of acquisitions and cold-starts, we've now more than doubled our total brokerage revenue from a year ago. This growth is being supported by our national operations center in Charlotte, where we expect to have more than 100 people focused solely on carrier procurement by December. We remain comfortable with our projection for a $500 million annual revenue run rate by year-end.”

Second Quarter 2012 Results by Business Unit

• Expedited transportation: The Express-1 business generated total revenue of $25.7 million for the quarter, an 11.6% improvement from the same period last year. The improvement in revenue was primarily due to increases in the number of transactions and revenue-per-load. The company saw growth in its domestic, international and temperature-controlled businesses. Gross margin percentage was 20.0%, compared with 19.5% in 2011. The improvement in gross margin percentage reflects an increase in high-margin domestic business and a decrease in insurance claims, partially offset by higher rates paid to owner operators. Operating income was $2.4 million for the quarter, a 17.9% increase from the same period last year.
• Freight forwarding: The Concert Group Logistics (CGL)business generated total revenue of $16.5 million for the quarter, a 4.7% increase from the same period last year. Gross margin percentage increased to 11.0% for the quarter, from 10.6% a year ago, primarily due to higher volume with company-owned branches versus lower-margin agent-owned stations. Operating income was $128,000 for the quarter, compared with $399,000 last year, reflecting higher SG&A costs associated with investments in company-owned cold-starts in Charlotte, N.C., Atlanta, Ga., and Los Angeles, Calif.
• Freight brokerage: The company's freight brokeragebusiness generated total revenue of $13.9 million for the quarter, a 107.5% improvement from the same period last year. The acquisition of Continental Freight Services on May 8, 2012, had a positive revenue impact of $3.6 million for the quarter. Excluding the acquisition, growth was primarily driven by increased volume at the company’s brokerage cold-start locations and South Bend, Ind., operation. Gross margin percentage was 11.0% for the quarter, compared with 15.3% in 2011. The decline in gross margin was primarily due to lower-margin sales during the start-up phase of cold-start locations. Operating loss was $972,000 for the quarter, compared with operating income of $172,000 the prior year, reflecting cold-start costs partially offset by higher operating income from the South Bend operation.

Six Months 2012 Financial Results

For the six months ended June 30, 2012, the company reported total revenue of $99.1 million, a 15.8% increase from the first six months of 2011.

Net loss was $7.9 million for the first six months of 2012, compared with net income of $2.0 million for the same period last year. The company reported a six-month 2012 net loss available to common shareholders of $9.4 million, or a loss of $0.56 per diluted share, compared with net income available to common shareholders of $2.0 million, or earnings of $0.24 per diluted share, for the same period in 2011.

Adjusted EPS for the first six months of 2012 was a loss of $0.39, excluding a non-cash charge of $3.0 million related to a valuation allowance for deferred tax assets. EPS and adjusted EPS include $1.5 million, or $0.09 per share, in cumulative preferred dividends.

EBITDA for the first six months of 2012 includes a $540,000 expense ($336,000 after tax or $0.02 per diluted share) for compensation, severance and professional fees related to the composition of the company's executive team; a $480,000 expense ($307,000 after tax or$0.02 per diluted share) for consulting fees in connection with securing an agreement with the state of North Carolina for up to $3.2 million in future tax incentives; and $2.2 million in non-cash share-based compensation.

Adds Six Cold-starts in Truck Brokerage, Expedited and Freight Forwarding

The company announced four new truck brokerage locations in August:

Chicago, Ill., will be led byAbtin Hamidi. Mr. Hamidi has five years of industry experience with Echo Global Logistics, Inc., including positions as national sales manager, senior operations manager and senior account manager.

Jacksonville, Fla., will be led by John “Kip” Douglass. Mr. Douglass has 14 years of industry experience, including positions withLandstar System, Inc., Coyote Logistics LLC and Crowley Maritime Corporation, where he most recently served as general manager, North America transportation, logistics division.

Morris County, N.J., will be led by Michael Doumas. Mr. Doumas has 12 years of industry experience with Ultra Logistics, Inc., where he most recently served as executive vice president.

Montgomery, Ala., will be led by Patrick Maguire. Mr. Maguire has nine years of industry experience with C.H. Robinson Worldwide, Inc., including five years as key account manager. He previously served as regional zone manager and logistics sales representative.

For its Express-1 expedited business, the company has opened a location in Birmingham, Ala. This office will operate as the Southeast regional hub for Express-1, to complement existing hubs in Buchanan and Detroit, Mich.

For its CGL freight forwarding business, the company opened a location in Los Angeles, Calif., in April to take advantage of international freight movements through the Ports of Los Angeles and Long Beach.

Recent Appointments

The company announced that Scott Malat has been appointed chief strategy officer, effective immediately. Mr. Malat most recently served as the company’s senior vice president–strategic planning. He will take an expanded role in strategic planning for operations, acquisitions and organic growth, and will continue to manage the company’s investor relations.

Additionally, the following appointments are now effective:

David Rowe, chief technology officer. Mr. Rowe has 23 years of senior technology experience, most recently as chief technology officer for Echo Global Logistics, Inc., where he led the design and development of Echo’s information systems for customer and carrier services, and integrated 11 acquisitions. Previously, Mr. Rowe served as chief information officer for Equis/United Group Limited (now UGL Limited), where he was responsible for all information services in North America. Earlier, he was chief information officer for USWeb Cornerstone. He will report to CIO Mario Harik.

Angela Gibbons, vice president–human resources. Ms. Gibbons has 26 years of human resources experience, including senior positions as group global HR director for CIRCOR Flow Technologies Group; senior director, global HR for Polymer Group, Inc.; and global director of HR shared services for SPX Corporation. Earlier, Ms. Gibbons worked with Phillips Electronics North America and Digital Equipment Corp. (now Hewlett-Packard/Compaq).

John Tuomala, vice president–talent management. Mr. Tuomala has more than 20 years of experience in managing the talent acquisition process, most recently as director of talent acquisition for Compass Group North America, where he led a team responsible for recruiting approximately 2,500 employees per year. He has also worked as a retained executive search consultant.

Bryan Tumbleson, president, Bounce Logistics, Inc. Mr. Tumbleson has more than a decade of logistics experience with Express-1, the company’s expedited transportation business, including management positions in customer service, brokerage operations and load planning. He most recently served as Express-1’s vice president–operations.

Conference Call

The company will hold a conference call on Tuesday, August 7, 2012, at8:30 a.m. Eastern Time. Participants can call toll-free (from U.S./Canada) 1-866-578-5784; international callers dial +1-617-213-8056. A live webcast of the conference will be available on the Investor Relations area of the company’s website, www.xpologistics.com. The conference will be archived until September 6, 2012. To access the replay by phone, call toll-free (from U.S./Canada) 1-888-286-8010; international callers dial +1-617-801-6888. Use participant passcode 16889960.

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures as defined under Securities and Exchange Commission ("SEC") rules, such as adjusted earnings per share (“adjusted EPS”) and earnings before interest, taxes, depreciation and amortization ("EBITDA") for the three- and six-month periods ended June 30, 2012 and June 30, 2011. As required by SEC rules, we provide reconciliations of these measures to the most directly comparable measure under United States generally accepted accounting principles ("GAAP"), which are set forth in the attachments to this release. As shown in such attachments, we present adjusted EPS to eliminate the impact of a non-cash charge of $3.0 million related to a valuation allowance for deferred tax assets. We believe that it is appropriate for investors to consider adjusted EPS in addition to results in accordance with GAAP. We believe this measure provides a picture of our results that is more comparable among periods since it excludes the impact of special items, which may recur, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. We believe that EBITDA improves comparability from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization) and tax consequences. In addition to its use by management, we believe that EBITDA is a measure widely used by securities analysts, investors and others to evaluate the financial performance of companies in our industry. Other companies may calculate EBITDA differently, and therefore our EBITDA may not be comparable to similarly titled measures of other companies. EBITDA is not a measure of financial performance or liquidity under GAAP and should not be considered in isolation or as an alternative to net income, cash flows from operating activities and other measures determined in accordance with GAAP. Items excluded from EBITDA are significant and necessary components of the operations of our business, and, therefore, EBITDA should only be used as a supplemental measure of our operating performance.

Forward-Looking Statements

This press release 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 fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target" or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include, but are not limited to, those discussed in our filings with the SEC and the following: economic conditions generally; competition; our ability to find suitable acquisition candidates and execute our acquisition strategy; our ability to raise capital; our ability to attract and retain key employees to execute our growth strategy; our ability to develop and implement a suitable information technology system; our ability to maintain positive relationships with our network of third-party transportation providers; and governmental regulation. All forward-looking statements set forth in this press release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this press release speak only as of the date hereof and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events.

Note: All share-related amounts in this press release and the financial tables reflect the 4-for-1 reverse stock split that was effected onSeptember 2, 2011.

Note: All share-related amounts in this press release and the financial tables reflect the 4-for-1 reverse stock split that was effected onSeptember 2, 2011.

Note: Total depreciation and amortization for the Expedited Transportation operating segment included in both direct expense and SG&A, was $129 and $162 for the three-month periods, respectively, and$266 and $321 for the six-month periods, respectively, ended June 30, 2012 and 2011.

The segment information above includes revenues of $1,536,000 and$1,375,000 for the quarters ended June 30, 2012 and 2011, respectively, as well as revenues of $2,781,000 and $2,331,000 for the year to date periods ended June 30, 2012 and 2011, respectively, that eliminate upon consolidation.

The six months ended June 30, 2012 EBITDA includes expenses of $540,000 related to executive management changes and $480,000 for consulting fees in connection with a tax incentive agreement.

Note: Please refer to the “Non-GAAP Financial Measures” section of the press release.

For dilution purposes, GAAP requires diluted shares to be reflected on a weighted average basis, which takes into account the portion of the period in which the diluted shares were outstanding. The table above reflects the weighted average diluted shares for the three-month and six-month periods ended June 30, 2012 and 2011, respectively. The impact of this dilution was not reflected in the earnings per share calculations on the Condensed Consolidated Statements of Operations because the impact was anti-dilutive. The treasury method was used to determine the shares underlying the warrants to purchase common stock with an average closing market price of common stock of $16.92 per share and $15.44 per share for the three-month and six- month periods endedJune 30, 2012, respectively.