XPO Logistics Announces Third Quarter 2014 Results

  • Generates 48% organic revenue growth company-wide
  • Reaffirms year-end target run rates for $3 billion of revenue and $150 million of EBITDA
  • Adds freight brokerage cold-start in Denver

XPO Logistics, Inc. (NYSE: XPO) today announced financial results for the third quarter of 2014. Total gross revenue increased 241.5% year-over-year to $662.5 million, and net revenue increased 402.7% to $175.1 million.

The company reported a net loss of $11.7 million for the quarter, compared with a net loss of $6.0 million for the same period in 2013. The net loss available to common shareholders was $12.4 million, or a loss of $0.23 per diluted share, compared with a net loss of $6.8 million, or a loss of $0.28 per diluted share, for the same period in 2013.

On an adjusted basis, the net loss available to common shareholders, a non-GAAP measure, was $7.3 million, or a loss of $0.13 per share for the quarter, excluding the items detailed below. This compares to an adjusted net loss available to common shareholders of $10.9 million, or a loss of $0.45 per share, in the third quarter of 2013.

Adjusted net loss excludes a debt commitment fee of $9.8 million, or $6.1 million after-tax, related to the acquisition of New Breed, which closed on September 2, 2014; $10.0 million, or $7.1 million after-tax, of transaction and integration costs primarily related to the acquisitions of New Breed, Pacer and ACL; $846,000, or $524,000 after-tax, of charges related to the rebranding of the company's ground expedited and last mile businesses to XPO Express and XPO Last Mile, respectively; and a $8.6 million tax benefit related to the release of a valuation allowance against deferred tax assets. Reconciliations of adjusted net loss to common shareholders and adjusted EPS are provided in the attached financial tables.

Adjusted earnings (loss) before interest, taxes, depreciation and amortization ("adjusted EBITDA"), a non-GAAP financial measure, improved to a gain of $24.2 million for the quarter, compared with a loss of $7.1 million for the same period in 2013. Adjusted EBITDA excludes $10.0 million of transaction and integration costs primarily related to the acquisitions of New Breed, Pacer and ACL, as well as $846,000 of rebranding costs; and includes 29 days of New Breed results, as well as $1.8 million of non-cash share-based compensation. A reconciliation of adjusted EBITDA to net income is provided in the attached financial table.

The company had approximately $690 million of cash, including $10 million of restricted cash, as of September 30, 2014.

Reaffirms Full Year 2014 Financial Outlook

The company has reaffirmed its full year 2014 outlook for an annual revenue run rate of more than $3 billion by December 31, and an annual EBITDA run rate of at least $150 million by December 31.

CEO Comments

Brad Jacobs, chairman and chief executive officer of XPO Logistics, said, "The third quarter was transformational for us on many fronts. We raised $1.2 billion of capital to fund our growth. We generated a net revenue increase of more than 400%, reflecting the benefit of acquisitions and 48% organic growth. And we turned in our strongest adjusted EBITDA performance to date - $24 million - which reflects less than a month of owning New Breed, our largest acquisition so far. We delivered 58% organic growth in our freight brokerage business, and more than doubled the revenue run rate of our brokerage cold-starts in 12 months to $250 million. Most important, our entire organization is gelling into one integrated operation with a single-minded focus on customer service.

"All of our acquisitions are on track and thriving. In September, we gained critical mass when we acquired New Breed. Our contract logistics business is off to a great start, ahead of plan in its first month out of the gate. In July, we acquired ACL, which recently had a big e-commerce customer win as part of XPO Last Mile. And in intermodal, our team is doing a very good job of meeting shipper requirements in a congested rail market. We've made significant gains in intermodal customer satisfaction and proprietary IT development, including our new Rail Optimizer system currently in beta test."

Jacobs continued, "We've built a range of technology-based supply chain services that has grabbed the attention of shippers in North America. And we're currently in discussions with a number of attractive acquisition prospects in a very active pipeline. Our targets are primarily in our existing lines of business, including contract logistics, last mile and freight brokerage."

Third Quarter 2014 Results by Business Unit

  • Freight brokerage: The company's freight brokerage business generated total gross revenue of $518.7 million for the quarter, a 239.8% increase from the same period in 2013. Net revenue margin grew to 20.8%, from 18.1% in 2013, an improvement of 270 basis points. The year-over-year increases in revenue and margin were primarily due to the acquisitions of 3PD, Optima and Pacer, and 58% organic revenue growth. Organic revenue growth included cold-starts, which are on an annualized revenue run rate of approximately $250 million, compared with $120 million a year ago. Excluding the margin benefit of the last mile and intermodal operations, freight brokerage net revenue margin improved year-over-year. Third quarter operating income improved to a gain of $2.0 million, compared with a loss of $3.4 million a year ago.
  • Contract logistics: The company's contract logistics business generated net revenue of $50.1 million and operating income of $4.5 million. The New Breed acquisition was completed on September 2, 2014.
  • Expedited transportation: The company's expedited transportation business generated total gross revenue of $36.5 million for the quarter, a 45.4% increase from the same period in 2013. Net revenue margin grew to 30.2%, compared with 18.1% in 2013, an improvement of 1,210 basis points. The increase in net revenue margin is primarily attributable to the acquisition of NLM, which recognizes revenue on a net basis. Third quarter operating income increased to $2.9 million, from $1.7 million a year ago.
  • Freight forwarding: The company's freight forwarding business generated total gross revenue of $59.7 million for the quarter, a 212.2% increase from the same period in 2013. Net revenue margin was 10.5%, compared with 13.8% in 2013. The increase in total gross revenue and the decrease in net revenue margin were due in part to the consolidation of the former Pacer freight forwarding operations, which shifted the revenue mix toward higher-revenue, lower-margin international transactions. Third quarter operating loss was $20,000, compared with a loss of $2.6 million a year ago. 
  • Corporate: Corporate SG&A expense for the third quarter of 2014 was $23.0 million, compared with $14.2 million for the third quarter of 2013. Corporate SG&A for the third quarter of 2014 includes: $10.0 million, or $7.1 million after-tax, of transaction and integration costs related to acquisitions; $1.8 million, or $1.1 million after-tax, of non-cash share-based compensation; and $1.5 million, or $918,000 after-tax, of litigation costs.

Nine Months 2014 Financial Results

For the nine months ended September 30, 2014, the company reported total revenue of $1.5 billion, a 242.8% increase from the first nine months of 2013.

For the first nine months of 2014, net loss was $53.6 million, compared with net loss of $37.9 million for the same period last year. The net loss available to common shareholders was $55.8 million, or a loss of $1.13 per diluted share, compared with a net loss of $40.2 million, or a loss of $1.99 per diluted share, for the same period in 2013.

On an adjusted basis, the net loss available to common shareholders, a non-GAAP measure, was $28.7 million, or a loss of $0.58 per share for the first nine months of 2014, excluding the items detailed below. This compares to an adjusted net loss available to common shareholders of $32.6 million, or a loss of $1.61 per share, for the first nine months of 2013.

Adjusted net loss for the first nine months of 2014 excludes $22.3 million, or $15.4 million after-tax, of transaction and integration costs related primarily to the acquisitions of New Breed, Pacer and ACL; debt commitment fees of $14.4 million, or $8.9 million after-tax, related to the acquisitions of New Breed and Pacer; $3.3 million, or $2.1 after-tax, of accelerated amortization of trade names; and $1.2 million, or $722,000 after-tax, of charges related to the rebranding of the company's ground expedited and last mile businesses. Reconciliations of adjusted net loss to common shareholders and adjusted EPS are provided in the attached financial tables.

Adjusted EBITDA improved to a gain of $39.8 million for the first nine months of 2014, compared with a loss of $27.0 million for the same period in 2013. Adjusted EBITDA for the first nine months of 2014 excludes $22.3 million of transaction and integration costs related primarily to the acquisitions of New Breed, Pacer and ACL; $1.2 million of charges related to the rebranding of the company's ground expedited and last mile businesses; and includes $5.6 million and $3.4 million of non-cash share-based compensation for 2014 and 2013, respectively. A reconciliation of adjusted EBITDA to net income is provided in the attached financial table.

Expands Freight Brokerage Network with Cold-start and State Incentives

The company announced the further expansion of its freight brokerage network with the addition of a cold-start location in Denver, Colo., in the fourth quarter. The company also announced that it has been approved for tax incentives through the Kentucky Business Investment Program to create up to 88 jobs at its Newport, Ky., brokerage location; and has been approved by the Missouri Department of Economic Development for an economic incentive package to create up to 125 new jobs at its Kansas City, Mo., brokerage location.

Conference Call

The company will hold a conference call on Thursday, November 6, 2014, at 8:30 a.m. Eastern Time. Participants can call toll-free (from U.S./Canada) 1-800-708-4540; international callers dial +1-847-619-6397. A live webcast of the conference will be available on the investor relations area of the company's website, www.xpo.com/investors. The conference will be archived until December 6, 2014. To access the replay by phone, call toll-free (from U.S./Canada) 1-888-843-7419; international callers dial +1-630-652-3042. Use participant passcode 38176896.

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 net loss available to common shareholders, adjusted EPS, adjusted earnings (loss) before interest, taxes, depreciation and amortization ("EBITDA"), in each case for the quarters and nine-month periods ended September 30, 2014 and 2013. 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. We believe that adjusted net loss available to common shareholders improves comparability from period to period by removing the impact of nonrecurring expense items, including items related to our rebranding of Express-1 to XPO Express and our acquisition of Pacer, which we completed on March 31, 2014, and our acquisitions of ACL and New Breed, which we completed during the third quarter. We believe that adjusted 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), tax consequences and transaction and integration costs related to the acquisitions of New Breed, Pacer and ACL. In addition to its use by management, we believe that adjusted 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 adjusted EBITDA differently, and therefore our measure may not be comparable to similarly titled measures of other companies. Adjusted 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 adjusted EBITDA are significant and necessary components of the operations of our business, and, therefore, adjusted 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, including the company's full year 2014 financial targets and the receipt of tax incentives from the Kentucky Business Investment Program. 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 those discussed in XPO's filings with the SEC and the following: economic conditions generally; competition; XPO's ability to find suitable acquisition candidates and execute its acquisition strategy; the expected impact of the acquisitions, including the expected impact on XPO's results of operations; the ability to realize anticipated synergies and cost savings with respect to acquired companies; XPO's ability to raise debt and equity capital; XPO's ability to attract and retain key employees to execute its growth strategy, including management teams; litigation, including litigation related to alleged misclassification of independent contractors; the ability to develop and implement a suitable information technology system; the ability to maintain positive relationships with XPO's networks of third-party transportation providers; the ability to retain XPO's and acquired companies' largest customers; XPO's ability to successfully integrate New Breed, ACL and other acquired businesses; rail and other network changes; weather and other service disruptions; 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 will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, XPO or its businesses or operations. Forward-looking statements set forth in this document speak only as of the date hereof, and XPO undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events except to the extent required by law.

 

XPO Logistics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
                       
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
    2014     2013     2014     2013
                       
Revenue $ 662,470   $ 193,982   $ 1,525,882   $ 445,071
Operating expenses                      
  Cost of purchased transportation and services   487,365     159,147     1,170,509     374,636
  Direct operating expense   71,026       2,077     102,118       2,077
  Sales, general and administrative expense   117,717     51,177     300,148     112,159
  Total operating expenses   676,108     212,401     1,572,775     488,872
Operating loss   (13,638)     (18,419)     (46,893)     (43,801)
  Other expense   296     235     546     294
  Interest expense   17,842     6,415     31,303     12,585
Loss before income tax provision   (31,776)     (25,069)     (78,742)     (56,680)
  Income tax benefit   (20,077)     (19,044)     (25,147)     (18,748)
Net loss   (11,699)     (6,025)     (53,595)     (37,932)
  Cumulative preferred dividends   (733)     (743)     (2,208)     (2,229)
Net loss available to common shareholders $ (12,432)   $ (6,768)   $ (55,803)   $ (40,161)
                       
Basic loss per share                      
  Net loss $ (0.23)   $ (0.28)   $ (1.13)   $ (1.99)
Diluted loss per share                      
  Net loss $ (0.23)   $ (0.28)   $ (1.13)   $ (1.99)
Weighted average common shares outstanding                      
  Basic weighted average common shares outstanding   54,470     24,222     49,497     20,167
  Diluted weighted average common shares outstanding   54,470     24,222     49,497     20,167

 

XPO Logistics, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
           
  September 30,   December 31,
  2014   2013
  (Unaudited)      
ASSETS        
Current assets:          
  Cash and cash equivalents $    680,101   $   21,524
  Accounts receivable, net of allowances of $8,148 and $3,539, respectively     475,323       134,227
  Prepaid expenses     16,682       3,935
  Deferred tax asset, current     8,581       3,041
  Income tax receivable     13,217       - 
  Other current assets     9,875       7,304
  Total current assets     1,203,779       170,031
           
  Property and equipment, net of $33,392 and $11,803          
  in accumulated depreciation, respectively     224,138     56,571
  Goodwill   918,485     363,448
  Identifiable intangible assets, net of $54,560 and $15,411          
  in accumulated amortization, respectively   363,004     185,179
  Deferred tax asset, long-term     76       72
  Restricted cash     10,315       2,141
  Other long-term assets   26,496     2,799
  Total long-term assets     1,542,514       610,210
  Total assets $   2,746,293   $   780,241
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
  Accounts payable $ 241,354   $ 71,391
  Accrued salaries and wages   45,577     11,741
  Accrued expenses, other   47,772     9,489
  Current maturities of long-term debt   2,907     2,028
  Other current liabilities   7,960     4,684
  Total current liabilities     345,570       99,333
           
  Senior notes due 2019   500,000       - 
  Convertible senior notes     102,339        106,268
  Revolving credit facility and other long-term debt, net of current maturities     229       75,373
  Deferred tax liability, long-term     83,813       15,200
  Other long-term liabilities     61,854       28,224
  Total long-term liabilities     748,235       225,065
           
 Commitments and contingencies          
           
Stockholders' equity:          
  Series A convertible perpetual preferred stock, $.001 par value; 10,000,000 shares;          
  73,335 and 74,175 shares issued and outstanding at September 30, 2014 and          
  December 31, 2013, respectively     42,258       42,737
  Series B convertible perpetual preferred stock, $.001 par value; 371,848 shares;          
  371,848 and 0 shares issued and outstanding at September 30, 2014 and          
  December 31, 2013, respectively     363,898       - 
  Common stock, $.001 par value; 150,000,000 shares authorized;          
  64,486,445 issued and outstanding at September 30, 2014 and 30,583,073 and          
  30,538,073 shares issued and outstanding, respectively, at December 31, 2013     64        30
  Additional paid-in capital     1,413,860       524,972
  Treasury stock, at cost, 0 and 45,000 shares held, respectively     -        (107)
  Accumulated deficit      (167,592)       (111,789)
  Total stockholders' equity   1,652,488       455,843
  Total liabilities and stockholders' equity $ 2,746,293   $   780,241

 

XPO Logistics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
             
    Nine Months Ended
    September 30,
      2014     2013
Operating activities          
 Net loss $ (53,595)   $ (37,932)
Adjustments to reconcile net loss to net cash from operating activities          
  Provisions for allowance for doubtful accounts   5,108     1,855
  Depreciation and amortization   63,790     11,743
  Stock compensation expense   5,636     3,374
  Accretion of debt   4,199     4,437
  Deferred tax expense   (28,686)     (18,882)
  Other   2,147     (201)
Changes in assets and liabilities, net of effects of acquisitions:          
  Accounts receivable   (73,472)     (28,096)
  Income tax payable (receivable)   2,889     (662)
  Prepaid expense and other current assets   3,027     (2,373)
  Other long-term assets   (1,688)     (97)
  Accounts payable   39,714     (1,725)
  Accrued expenses and other liabilities   17,674     7,014
             
Cash flows used by operating activities   (13,257)     (61,545)
Investing activities          
  Acquisition of businesses, net of cash acquired   (813,657)     (352,266)
  Payment for purchases of property and equipment   (21,600)     (6,535)
  Other   339     125
Cash flows used by investing activities   (834,918)     (358,676)
Financing activities          
  Proceeds from common stock offerings, net   733,954       239,660
  Proceeds from issuance of preferred stock, net   363,898       - 
  Proceeds from issuance of senior notes, net   489,641       - 
  Proceeds from borrowing on revolving credit facility   130,000       - 
  Repayment of borrowings on revolving credit facility   (205,000)       - 
  Dividends paid to preferred stockholders   (2,208)       (2,229)
  Payments of tax withholdings for restricted shares   (2,501)       (1,585)
  Other   (1,032)       (659)
Cash flows provided by financing activities   1,506,752     235,187
             
Net increase (decrease) in cash   658,577     (185,034)
Cash and cash equivalents, beginning of period   21,524     252,293
Cash and cash equivalents, end of period $ 680,101   $ 67,259
             
Supplemental disclosure of cash flow information:          
             
  Cash paid for interest $ 15,282   $ 6,611
  Cash (received) paid for income taxes $ (1,091)   $ 907
  Equity portion of acquisition purchase price $ 138,252   $ 10,446

 

Freight Brokerage
Summary Financial Table
(Unaudited)
(In thousands)
                                           
  Three Months Ended September 30,   Nine Months Ended September 30,
  2014   2013   $ Variance   Change %   2014   2013   $ Variance   Change %
                                           
Revenue $ 518,656   $ 152,616   $ 366,040   239.8%   $ 1,243,734   $ 326,206   $ 917,528   281.3%
Cost of purchased transportation and services   410,977     124,966     286,011   228.9%     986,631     275,923     710,708   257.6%
  Net revenue   107,679     27,650     80,029   289.4%     257,103     50,283     206,820   411.3%
Direct operating expense   29,090     2,077     27,013   1300.6%     60,182     2,077     58,105   2797.5%
SG&A expense                                          
  Salaries & benefits   39,608     17,442     22,166   127.1%     103,928     39,972     63,956   160.0%
  Other SG&A expense   13,209     5,172     8,037   155.4%     32,389     10,097     22,292   220.8%
  Purchased services   4,641     1,763     2,878   163.2%     11,449     3,556     7,893   222.0%
  Depreciation & amortization   19,158     4,611     14,547   315.5%     46,747     6,805     39,942   587.0%
Total SG&A expense   76,616     28,988     47,628   164.3%     194,513     60,430     134,083   221.9%
Operating income (loss) $ 1,973   $ (3,415)   $ 5,388   -157.8%   $ 2,408   $ (12,224)   $ 14,632   -119.7%

Note: Total depreciation and amortization for the Freight Brokerage reportable segment included in both direct operating expense and SG&A, was $21,090,000 and $4,611,000 for the three-months ended September 30, 2014 and 2013, respectively, and $49,354,000 and $6,805,000 for the nine-months ended September 30, 2014 and 2013, respectively.

Freight Brokerage
Key Data
(In thousands, except personnel data)
                       
                       
    3 Mos Ended     3 Mos Ended     9 Mos Ended     9 Mos Ended
    September 30,     September 30,     September 30,     September 30,
    2014     2013     2014     2013
Revenue                      
  Truckload, LTL, and Intermodal $   395,246   $   106,081   $   927,322   $   279,671
  Last Mile     123,410       46,535       316,412       46,535
Total Revenue $   518,656   $    152,616   $   1,243,734   $   326,206
                       
Net Revenue                      
  Truckload and LTL $   25,387   $   14,063   $   69,438   $   36,404
  Intermodal     47,198       380       97,110       672
  Total Truckload, LTL, and Intermodal     72,585       14,443       166,548       37,076
  Last Mile     35,094        13,207       90,555       13,207
Total Net Revenue $   107,679   $   27,650   $   257,103   $   50,283
                       
Net Revenue %                      
  Truckload, LTL, and Intermodal   18.4%     13.6%     18.0%     13.3%
  Last Mile   28.4%     28.4%     28.6%     28.4%
Overall Net Revenue %   20.8%     18.1%     20.7%     15.4%
                       
Direct Operating Expense                      
  Intermodal $   23,361   $   -    $    46,233   $   - 
  Last Mile     5,729       2,077       13,949       2,077
Total Direct Operating Expense $   29,090   $   2,077   $   60,182   $   2,077
                       
Freight Brokerage personnel (end of period)     2,411       1,489            

Note: Employee totals are as of period end, and primarily include the positions of shipper sales, carrier procurement and brokerage operations, and reflect the impact of recruitment and acquisitions.

Expedited Transportation
Summary Financial Table
(Unaudited)
(In thousands)
                                           
  Three Months Ended September 30,   Nine Months Ended September 30,
  2014   2013   $ Variance   Change %   2014   2013   $ Variance   Change %
                                           
Revenue $ 36,489   $ 25,101   $ 11,388   45.4%   $ 106,530   $ 75,421   $ 31,109   41.2%
Cost of purchased transportation and services   25,479     20,563     4,916   23.9%     72,988     62,866     10,122   16.1%
  Net revenue   11,010     4,538     6,472   142.6%     33,542     12,555     20,987   167.2%
SG&A expense                                          
  Salaries & benefits   4,341     1,893     2,448   129.3%     12,871     5,854     7,017   119.9%
  Other SG&A expense   1,607     470     1,137   241.9%     4,734     1,587     3,147   198.3%
  Purchased services   608     212     396   186.8%     1,604     747     857   114.7%
  Depreciation & amortization   1,580     224     1,356   605.4%     8,077     689     7,388   1072.3%
Total SG&A expense   8,136     2,799     5,337   190.7%     27,286     8,877     18,409   207.4%
Operating income   2,874     1,739     1,135   65.3%     6,256     3,678     2,578   70.1%
  Accelerated amortization of Express-1 trade name     -        -        -    0.0%     3,346       -      3,346   100.0%
Adjusted operating income $ 2,874   $ 1,739   $ 1,135   65.3%   $ 9,602   $ 3,678   $ 5,924   161.1%

Note: Total depreciation and amortization for the Expedited Transportation reportable segment included in both cost of purchased transportation and services and SG&A, was $1,615,000 and $262,000 for the three-months ended September 30, 2014 and 2013, respectively, and $8,181,000 and $821,000 for the nine-months ended September 30, 2014 and 2013, respectively.

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

Freight Forwarding
Summary Financial Table
(Unaudited)
(In thousands)
                                           
  Three Months Ended September 30,   Nine Months Ended September 30,
  2014   2013   $ Variance   Change %   2014   2013   $ Variance   Change %
                                           
Revenue $ 59,721   $ 19,129   $ 40,592   212.2%   $ 133,405   $ 54,700   $ 78,705   143.9%
Cost of purchased transportation and services   53,424     16,481     36,943   224.2%     118,797     47,103     71,694   152.2%
  Net revenue   6,297     2,648     3,649   137.8%     14,608     7,597     7,011   92.3%
SG&A expense                                          
  Salaries & benefits   3,674     1,618     2,056   127.1%     9,180     4,569     4,611   100.9%
  Other SG&A expense   1,610     328     1,282   390.9%     3,578     1,048     2,530   241.4%
  Purchased services   524     63     461   731.7%     1,108     311     797   256.3%
  Depreciation & amortization   509     3,227     (2,718)   -84.2%     1,110     3,407     (2,297)   -67.4%
Total SG&A expense   6,317     5,236     1,081   20.6%     14,976     9,335     5,641   60.4%
Operating loss $ (20)   $ (2,588)   $ 2,568   -99.2%   $ (368)   $ (1,738)   $ 1,370   -78.8%

 

Contract Logistics
Summary Financial Table
(Unaudited)
(In thousands)
                                           
  Three Months Ended September 30,   Nine Months Ended September 30,
  2014   2013   $ Variance   Change %   2014   2013   $ Variance   Change %
                                           
Net revenue $ 50,120   $   -    $ 50,120   100.0%   $ 50,120   $   -    $ 50,120   100.0%
Direct operating expense   41,936       -      41,936   100.0%     41,936       -      41,936   100.0%
SG&A expense                                          
  Salaries & benefits   1,582       -      1,582   100.0%     1,582       -      1,582   100.0%
  Other SG&A expense   516       -      516   100.0%     516       -      516   100.0%
  Purchased services   358       -      358   100.0%     358       -      358   100.0%
  Depreciation & amortization   1,224       -      1,224   100.0%     1,224       -      1,224   100.0%
Total SG&A expense   3,680       -      3,680   100.0%     3,680       -      3,680   100.0%
Operating income $ 4,504   $   -    $ 4,504   100.0%   $ 4,504   $   -    $ 4,504   100.0%

Note: Total depreciation and amortization for the Contract Logistics reportable segment included in both direct operating expense and SG&A, was $3,450,000 for the three- and nine-months ended September 30, 2014.

XPO Corporate
Summary of Sales, General & Administrative Expense
(Unaudited)
(In thousands)
                                           
  Three Months Ended September 30,   Nine Months Ended September 30,
  2014   2013   $ Variance   Change %   2014   2013   $ Variance   Change %
SG&A expense                                    
 Salaries & benefits $ 7,127   $ 5,995   $ 1,132   18.9%   $ 23,922   $ 15,095   $ 8,827   58.5%
 Other SG&A expense   4,660     2,097     2,563   122.2%     10,153     4,791     5,362   111.9%
 Purchased services   10,599     5,767     4,832   83.8%     23,923     12,921     11,002   85.1%
 Depreciation &
 amortization
  583     296     287   97.0%     1,695     710     985   138.7%
Total SG&A expense $ 22,969   $ 14,155   $ 8,814   62.3%   $ 59,693   $ 33,517   $ 26,176   78.1%

Note: Intercompany eliminations included revenue of $2.5 million and $2.9 million for the three-months ended September 30, 2014 and 2013, respectively, and $7.9 million and $11.3 million for the nine-months ended September 30, 2014 and 2013, respectively.

Reconciliation of Non-GAAP Measures
XPO Logistics, Inc.
Consolidated Reconciliation of EBITDA to Net Loss
(In thousands)
                               
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
  2014   2013     Change %   2014   2013     Change %
                               
Net loss available to common shareholders $ (12,432)   $ (6,768)   83.7%   $ (55,803)   $ (40,161)   38.9%
Preferred dividends   (733)     (743)   -1.3%     (2,208)     (2,229)   -0.9%
Net loss   (11,699)     (6,025)   94.2%     (53,595)     (37,932)   41.3%
Debt commitment fees(1)   9,772        3,018   223.8%     14,396       3,018   377.0%
Other interest expense   8,070     3,397   137.6%     16,907     9,567   76.7%
Income tax benefit   (20,077)     (19,044)   5.4%     (25,147)     (18,748)   34.1%
Accelerated amortization of trade names     -         3,070   -100.0%     3,346       3,070   9.0%
Other depreciation and amortization   27,247     5,326   411.6%     60,444     8,673   596.9%
EBITDA $ 13,313   $ (10,258)   -229.8%   $ 16,351   $ (32,352)   -150.5%
Transaction and integration costs   10,004       3,150   217.6%     22,290       5,307   320.0%
XPO Express and XPO Last Mile rebranding costs   846       -    100.0%     1,166       -    100.0%
Adjusted EBITDA $ 24,163   $ (7,108)   -439.9%   $ 39,807   $ (27,045)   -247.2%

(1)Debt commitment fees are recorded in interest expense.

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

Reconciliation of Non-GAAP Measures
XPO Logistics, Inc.
Consolidated Reconciliation of GAAP Net Loss and Net Loss Per Share to Adjusted Net Loss and Net Loss Per Share
                       
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
  2014   2013   2014   2013
                       
GAAP net loss available to common shareholders $   (12,432)   $   (6,768)   $   (55,803)   $   (40,161)
  Accelerated amortization of trade names     -        3,070       3,346       3,070
  XPO Express and XPO Last Mile rebranding costs     846       -         1,166       - 
  Transaction and integration costs     10,004       3,150       22,290       5,307
  Debt commitment fees(1)     9,772       3,018       14,396       3,018
  Tax impact of above adjustments     (6,902)       (2,964)       (14,110)       (3,788)
  Release of tax valuation allowance     (8,592)       (10,437)       -        - 
Adjusted net loss available to common shareholders $   (7,304)   $   (10,931)   $   (28,715)   $   (32,554)
                       
Adjusted basic loss per share                      
  Adjusted net loss $   (0.13)   $   (0.45)   $   (0.58)   $   (1.61)
Adjusted diluted loss per share                      
  Adjusted net loss $   (0.13)   $   (0.45)   $   (0.58)   $   (1.61)
Weighted average common shares outstanding                      
  Basic weighted average common shares outstanding   54,470     24,222     49,497     20,167
  Diluted weighted average common shares outstanding   54,470     24,222     49,497     20,167

(1)Debt commitment fees are recorded in interest expense.

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

XPO Logistics, Inc.
Consolidated Calculation of Diluted Weighted Shares Outstanding
               
  Three Months Ended   Nine Months Ended
  September 30, 2014   September 30, 2013   September 30, 2014   September 30, 2013
Basic common stock outstanding 54,469,943   24,221,987   49,497,353   20,167,436
               
Potentially Dilutive Securities:              
Shares underlying the conversion 10,476,430   10,604,891   10,485,283   10,608,752
 of preferred stock to common stock              
Shares underlying the conversion    7,341,490     8,749,239     7,473,420     8,749,239
 of the convertible senior notes              
Shares underlying  warrants to 8,222,305   7,348,157   8,011,371   6,721,704
 purchase common stock              
Shares underlying  stock options 557,973   424,122   529,072   347,356
 to purchase common stock              
Shares underlying  restricted stock units 821,892   432,888   713,498   332,488
  27,420,090   27,559,297   27,212,644   26,759,539
               
Diluted weighted shares outstanding 81,890,033   51,781,284   76,709,997   46,926,975

Note: 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 periods presented. Due to the contingent stockholder approval necessary to convert the Series B Convertible Perpetual Preferred Stock into common stock, the Series B Convertible Perpetual Preferred Stock will not be included in the denominator used to calculate diluted earnings per common share until the contingency has been satisfied. 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 $31.57 per share and $22.31 per share for the three months ended September 30, 2014 and 2013, respectively, and $28.96 per share and $18.81 per share for the nine months ended September 30, 2014 and 2013, respectively.

For informational purposes, the following table represents fully diluted shares as of September 30, 2014, calculated on a non-weighted basis without giving effect to the portion of any period in which the diluted shares were outstanding. The Series B Convertible Perpetual Preferred Stock conversion into common stock has been included for informational purposes although conversion is contingent upon obtaining shareholder approval. The dilutive effect of the warrants, options and RSUs in the table was calculated using the closing market price of common stock on September 30, 2014. A non-weighted basis for calculating fully diluted shares is a non-GAAP financial measure as defined under SEC rules.

XPO Logistics, Inc.
 
   
  Diluted Shares as of September 30, 2014
 
Common stock outstanding 64,486,445
Series A preferred stock 10,476,430
Series B preferred stock 12,128,115
Convertible senior notes 7,341,341
Warrants 8,602,026
Outstanding stock options 681,468
Restricted stock units 1,959,906
Total 105,675,731