XPO Logistics, Inc. (NYSE: XPO) today announced its financial
results for the third quarter 2021. Revenue increased to $3.27
billion for the third quarter, compared with $2.68 billion for the
same period in 2020. Net income from continuing operations
attributable to common shareholders was $21 million for the third
quarter, compared with $28 million for the same period in 2020.
Operating income was $112 million for the third quarter, compared
with $138 million for the same period in 2020. Income from
continuing operations was $21 million, compared with $37 million in
prior year quarter. Diluted earnings from continuing operations per
share was $0.19 for the third quarter, compared with $0.27 for the
same period in 2020.
Adjusted net income from continuing operations attributable to
common shareholders, a non-GAAP financial measure, was $109 million
for the third quarter, compared with $44 million for the same
period in 2020. Adjusted diluted earnings from continuing
operations per share, a non-GAAP financial measure, was $0.94 for
the third quarter, compared with $0.42 for the same period in
2020.
Adjusted earnings before interest, taxes, depreciation and
amortization (“adjusted EBITDA”), a non-GAAP financial measure,
increased to $307 million for the third quarter, compared with $268
million for the same period in 2020.
For the third quarter 2021, the company generated $250 million
of cash flow from operating activities of continuing operations and
$185 million of free cash flow, a non-GAAP financial measure.
Reconciliations of non-GAAP financial measures used in this
release are provided in the attached financial tables.
2021 Updated Guidance
On November 2, 2021, the company updated its full year 2021
financial targets1, including a raise in fourth quarter adjusted
EBITDA:
- Adjusted EBITDA of $300 million to $305 million generated in
the fourth quarter, implying $1.228 billion to $1.233 billion of
adjusted EBITDA for the full year, which increases the midpoint of
the updated full year guidance to $1.231 billion — $16 million
higher than the prior midpoint;
- Depreciation and amortization of $390 million to $395 million,
excluding approximately $95 million of acquisition-related
amortization expense, from a prior target of $385 million to $395
million;
- Interest expense2 of approximately $200 million,
unchanged;
- Effective tax rate of 24% to 26%, from a prior target of 23% to
25%;
- Adjusted diluted EPS3 of $4.15 to $4.25, from a prior target of
$4.00 to $4.30;
- Net capital expenditures of $250 million to $275 million,
unchanged; and
- Free cash flow of $425 million to $475 million, from a prior
target of $400 million to $450 million.
1 The company’s full year 2021 pro forma financial targets have
been calculated as if the August 2021 spin-off of the logistics
segment had been completed on January 1, 2021. Guidance assumes 116
million diluted shares outstanding at year-end, and assumes current
macroeconomic trends continue and labor and equipment shortages
don’t worsen.2 Interest expense is presented on a pro forma basis;
2021 reported interest expense is expected to be approximately $230
million.3 Adjusted diluted EPS, assuming reported interest expense
of approximately $230 million, would be a range of $4.00 to
$4.05.
CEO Comments
Brad Jacobs, chairman and chief executive officer of XPO
Logistics, said, “Company-wide we had an excellent third quarter,
with record revenue and a solid beat on the bottom line. Our truck
brokerage business had another phenomenal quarter, while our
less-than-truckload results were mixed.
“In North American truck brokerage, every major metric was up
year-over-year by large double-digits. We grew third quarter gross
and net revenue in truck brokerage by 62%, on a 37% increase in
load count per day. Our top 20 customers increased their total
volume with us by 45%, and our share of wallet is trending up with
key customers. These gains are being driven by our massive brokered
capacity, robust digital capabilities and customer trust in our
experienced brokerage leaders. We’ve tripled the number of
customers on our XPO Connect digital platform from a year ago, and
carrier usage is up over 100%. More than 550,000 drivers have
downloaded the app to date.
“In North American LTL, we had our strongest yield growth yet,
up 6% excluding fuel year-over-year. However, our operating ratio
was negatively impacted by our decision to continue insourcing
purchased transportation in the midst of driver and equipment
constraints. We took actions that are gaining rapid traction — our
yield growth accelerated again in October, and our network is more
balanced now than it was a few weeks ago. We’re still targeting at
least $1 billion of adjusted EBITDA in LTL in 2022. And over the
next 12 to 24 months, we plan to invest more capital to expand our
North American LTL door count by approximately 6% in key metros,
following the 264-door Chicago Heights terminal we just
opened.”
Jacobs concluded, “We raised our 2021 guidance for full year
adjusted EBITDA to $1.228 billion to $1.233 billion, including a
fourth quarter adjusted EBITDA increase to $300 million to $305
million. This reflects our third quarter results and our confidence
in delivering a strong finish to the year across our business.”
North American LTL Strategic
Actions
XPO is executing a company-specific action plan to enhance
network efficiencies and drive growth in its high-ROIC LTL
business, including:
- Improving network flow with selective freight embargoes, with
the cost embedded in 2021 guidance;
- Driving pricing by pulling the January 2022 General Rate
Increase forward to November, and instituting accessorial charges
for detained trailers, oversized freight and special handling;
- Expanding the 2022 graduate count at XPO’s US driver training
schools to more than double the nearly 800 graduates the company
will have in 2021;
- Significantly increasing production capacity at XPO’s trailer
manufacturing facility in Arkansas, with the expectation of nearly
doubling the year-over-year number of units produced in 2022;
and
- Importantly, allocating capital to expand North American LTL
door count by 900 doors, or approximately 6%, over the next 12 to
24 months to improve network-wide operating efficiency and support
future revenue growth.
Third Quarter
2021 Results by
Segment
Starting with the third quarter of 2021, the company has two
reporting segments, reflecting the spin-off of its logistics
segment: North American Less-than-Truckload, and Brokerage and
Other Services.
- North American Less-Than-Truckload: The segment generated
revenue of $1.07 billion for the third quarter 2021,
compared with $933 million for the same period in 2020. The
year-over-year increase in segment revenue reflects an increase in
average weight per day and yield.Operating income for the segment
was $149 million for the third quarter 2021, compared with $170
million for the same period in 2020. Adjusted EBITDA for the third
quarter 2021 was $222 million, compared with $238 million for the
same period in 2020. Adjusted EBITDA reflects a $5 million gain on
sale of real estate in the third quarter of 2021, which is
significantly lower than the $26 million gain for the same period
in 2020. Adjusted EBITDA in the third quarter of 2021 also reflects
higher revenue and lower COVID-19-related expenses, partially
offset by increased compensation costs and purchased transportation
expense incurred to meet growing demand.The third quarter operating
ratio for the segment was 86.1% and the adjusted operating ratio
was 83.9%. Excluding gains from sales of real estate, the LTL
adjusted operating ratio was 84.4%.
- Brokerage and Other Services: The segment generated revenue of
$2.26 billion for the third quarter 2021, compared with $1.78
billion for the same period in 2020. The year-over-year increase in
segment revenue reflects an increase in truck brokerage loads per
day in North America and improved pricing across segment services,
enhanced by the company’s digital platform, as well as improving
market conditions in the recovery. These gains were partially
offset by the impact of the global semiconductor shortage, which
constrained customer demand for freight transportation services in
North America and Europe, and by a truck driver shortage in the UK
and North America.Operating income for the segment was $58 million
for the third quarter, compared with $31 million for the same
period in 2020. Adjusted EBITDA was $131 million for the third
quarter 2021, compared with $90 million for the same period in
2020. The year-over-year increase in adjusted EBITDA was primarily
driven by higher revenue due to load growth and improved pricing,
partially offset by higher compensation and facilities costs.The
company continued to significantly outperform the truck brokerage
market in North America. Truck brokerage revenue in North America
increased 62% year-over-year to $700 million for the third quarter,
compared with $432 million for the same period in 2020. Net revenue
increased 62% year-over-year to $99 million for the quarter,
compared with $61 million for the same period in 2020.
- Corporate: Corporate expense was $95 million for the third
quarter of 2021, compared with $63 million for the same period in
2020. The year-over-year increase in corporate expense primarily
reflects a legal settlement of $29 million and other discrete items
in the third quarter of 2021. Corporate adjusted EBITDA, which
excludes the discrete items, was an expense of $46 million for the
third quarter of 2021, compared with an expense of $60 million for
the same period in 2020, primarily reflecting lower insurance
expense and third-party professional fees in the 2021 period.
Liquidity Position
As of September 30, 2021, the company had over $1.2 billion of
total liquidity, including $254 million of cash and cash
equivalents and approximately $993 million of available borrowing
capacity. The company’s net leverage was 2.8x, calculated as net
debt of $3.3 billion, divided by adjusted EBITDA of $1.2 billion
for the 12 months ended September 30, 2021.
Conference Call
The company will hold a conference call on Wednesday, November
3, 2021, at 8:30 a.m. Eastern Time. Participants can call toll-free
(from US/Canada) 1-877-269-7756; international callers dial
+1-201-689-7817. A live webcast of the conference will be available
on the investor relations area of the company’s website,
xpo.com/investors. The conference will be archived until December
3, 2021. To access the replay by phone, call toll-free (from
US/Canada) 1-877-660-6853; international callers dial
+1-201-612-7415. Use participant passcode 13724084.
About XPO Logistics
XPO Logistics, Inc. (NYSE: XPO) is a leading provider of
freight transportation services, primarily truck brokerage and
less-than-truckload (LTL). XPO uses its proprietary technology,
including the cutting-edge XPO Connect® automated freight
marketplace, to move goods efficiently through supply chains. The
company’s global network serves 50,000 shippers with
756 locations and approximately 42,000 employees, and is
headquartered in Greenwich, Conn., USA. Visit xpo.com and
europe.xpo.com for more information, and connect with XPO on
Facebook, Twitter, LinkedIn, Instagram and YouTube.
Non-GAAP Financial Measures
As required by the rules of the Securities and Exchange
Commission (“SEC”), we provide reconciliations of the non-GAAP
financial measures contained in this press release to the most
directly comparable measure under GAAP, which are set forth in the
financial tables attached to this release.
XPO’s non-GAAP financial measures for the three and nine months
ended September 30, 2021 and 2020 used in this release include:
adjusted earnings before interest, taxes, depreciation and
amortization (“adjusted EBITDA”) and adjusted EBITDA margin on a
consolidated basis and for our North American less-than-truckload
and brokerage and other services segments as well as adjusted
EBITDA for Corporate and Intersegment Eliminations; adjusted net
income from continuing operations attributable to common
shareholders and adjusted diluted earnings from continuing
operations per share (“adjusted EPS”); net revenue and net revenue
margin by service offering; free cash flows; adjusted operating
income (including and excluding gains on real estate transactions)
for our North American less-than-truckload segment; and adjusted
operating ratio (including and excluding gains on real estate
transactions) for our North American less-than-truckload segment.
Also, XPO’s non-GAAP financial measures for the trailing twelve
months ended September 30, 2021 and twelve months ended December
31, 2020 include adjusted EBITDA and for the three months ended
September 30, 2021 include net leverage and net debt.
We believe that the above adjusted financial measures facilitate
analysis of our ongoing business operations because they exclude
items that may not be reflective of, or are unrelated to, XPO and
its business segments’ core operating performance, and may assist
investors with comparisons to prior periods and assessing trends in
our underlying businesses. Other companies may calculate these
non-GAAP financial measures differently, and therefore our measures
may not be comparable to similarly titled measures of other
companies. These non-GAAP financial measures should only be used as
supplemental measures of our operating performance.
Adjusted EBITDA, adjusted net income from continuing operations
attributable to common shareholders and adjusted EPS include
adjustments for transaction and integration costs, as well as
restructuring costs, litigation settlements and other adjustments
as set forth in the attached tables. Transaction and integration
adjustments are generally incremental costs that result from an
actual or planned acquisition, divestiture or spin-off and may
include transaction costs, consulting fees, retention awards, and
internal salaries and wages (to the extent the individuals are
assigned full-time to integration and transformation activities)
and certain costs related to integrating and converging IT systems.
Restructuring costs primarily relate to severance costs associated
with business optimization initiatives. Management uses these
non-GAAP financial measures in making financial, operating and
planning decisions and evaluating XPO’s and each business segment’s
ongoing performance.
We believe that free cash flow is an important measure of our
ability to repay maturing debt or fund other uses of capital that
we believe will enhance stockholder value. We calculate free cash
flow as net cash provided by operating activities from continuing
operations, less payment for purchases of property and equipment
plus proceeds from sale of property and equipment. We believe that
adjusted EBITDA and adjusted EBITDA margin improve comparability
from period to period by removing the impact of our capital
structure (interest and financing expenses), asset base
(depreciation and amortization), litigation settlements, tax
impacts and other adjustments as set out in the attached tables
that management has determined are not reflective of core operating
activities and thereby assist investors with assessing trends in
our underlying businesses. We believe that adjusted net income from
continuing operations attributable to common shareholders and
adjusted EPS improve the comparability of our operating results
from period to period by removing the impact of certain costs and
gains that management has determined are not reflective of our core
operating activities, including amortization of acquisition-related
intangible assets, litigation settlements and other adjustments as
set out in the attached tables. We believe that net revenue and net
revenue margin improve the comparability of our operating results
from period to period by removing the cost of transportation and
services, in particular the cost of fuel, incurred in the reporting
period as set out in the attached tables. We believe that adjusted
operating income and adjusted operating ratio improve the
comparability of our operating results from period to period by (i)
removing the impact of certain transaction and integration costs
and restructuring costs, as well as amortization expenses and (ii)
including the impact of pension income incurred in the reporting
period as set out in the attached tables. We believe that net
leverage and net debt are important measures of our overall
liquidity position and are calculated by removing cash and cash
equivalents from our reported total debt and reporting net debt as
a ratio of our last twelve-month reported adjusted EBITDA.
With respect to our financial targets for full year pro forma
2021 adjusted EBITDA, adjusted diluted EPS and free cash flow, and
fourth quarter 2021 adjusted EBITDA, a reconciliation of these
non-GAAP measures to the corresponding GAAP measures is not
available without unreasonable effort due to the variability and
complexity of the reconciling items described above that we exclude
from these non-GAAP target measures. The variability of these items
may have a significant impact on our future GAAP financial results
and, as a result, we are unable to prepare the forward-looking
statement of income and statement of cash flows prepared in
accordance with GAAP that would be required to produce such a
reconciliation.
Forward-looking Statements
This 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 our full year pro forma 2021 financial targets for
adjusted EBITDA, depreciation and amortization (excluding
acquisition-related amortization expense), interest expense,
effective tax rate, adjusted diluted EPS, net capital expenditures
and free cash flow; our fourth quarter 2021 financial target of
adjusted EBITDA; and our 2022 financial target of at least $1
billion of adjusted EBITDA in the North American LTL segment. 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,”
“trajectory” 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 the risks discussed in our filings
with the SEC and the following: economic conditions generally; the
severity, magnitude, duration and aftereffects of the COVID-19
pandemic, including supply chain disruptions due to plant and port
shutdowns and transportation delays, the global shortage of certain
components such as semiconductor chips, strains on production or
extraction of raw materials, cost inflation and labor and equipment
shortages, which may lower levels of service, including the
timeliness, productivity and quality of service, and government
responses to these factors; our ability to align our investments in
capital assets, including equipment, service centers and
warehouses, to our customers’ demands; our ability to implement our
cost and revenue initiatives; our ability to successfully integrate
and realize anticipated synergies, cost savings and profit
improvement opportunities with respect to acquired companies;
matters related to our intellectual property rights; fluctuations
in currency exchange rates; fuel price and fuel surcharge changes;
natural disasters, terrorist attacks or similar incidents; risks
and uncertainties regarding the expected benefits of the spin-off
of our logistics segment; the impact of the spin-off on the size
and business diversity of our company; the ability of the spin-off
to qualify for tax-free treatment for U.S. federal income tax
purposes; our ability to develop and implement suitable information
technology systems and prevent failures in or breaches of such
systems; our substantial indebtedness; our ability to raise debt
and equity capital; fluctuations in fixed and floating interest
rates; our ability to maintain positive relationships with our
network of third-party transportation providers; our ability to
attract and retain qualified drivers; labor matters, including our
ability to manage our subcontractors, and risks associated with
labor disputes at our customers and efforts by labor organizations
to organize our employees; litigation, including litigation related
to alleged misclassification of independent contractors and
securities class actions; risks associated with our self-insured
claims; risks associated with defined benefit plans for our current
and former employees; and governmental regulation, including trade
compliance laws, as well as changes in international trade policies
and tax regimes; governmental or political actions, including the
United Kingdom’s exit from the European Union; and competition and
pricing pressures.
All forward-looking statements set forth in this 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 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, except to the extent required
by law.
Investor ContactTavio
Headley+1-203-413-4006tavio.headley@xpo.com
Media ContactJoe
Checkler+1-203-423-2098joe.checkler@xpo.com
XPO Logistics, Inc. |
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Condensed Consolidated Statements of Income
(Loss) |
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(Unaudited) |
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(In millions, except per share data) |
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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|
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|
|
|
|
|
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Revenue |
$ |
3,270 |
|
$ |
2,675 |
|
$ |
9,445 |
|
$ |
7,261 |
|
|
Cost of transportation and services |
|
2,306 |
|
|
1,814 |
|
|
6,545 |
|
|
4,919 |
|
|
Direct operating expense |
|
366 |
|
|
310 |
|
|
1,058 |
|
|
904 |
|
|
Sales, general and administrative expense (1) |
|
339 |
|
|
294 |
|
|
1,001 |
|
|
915 |
|
|
Depreciation and amortization expense |
|
118 |
|
|
119 |
|
|
357 |
|
|
351 |
|
|
Transaction and integration costs |
|
15 |
|
|
- |
|
|
26 |
|
|
66 |
|
|
Restructuring costs |
|
14 |
|
|
- |
|
|
16 |
|
|
31 |
|
|
Operating income (2) |
|
112 |
|
|
138 |
|
|
442 |
|
|
75 |
|
|
Other income |
|
(15) |
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|
(12) |
|
|
(43) |
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|
(31) |
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|
Foreign currency (gain) loss |
|
(4) |
|
|
1 |
|
|
(2) |
|
|
(5) |
|
|
Debt extinguishment loss |
|
46 |
|
|
- |
|
|
54 |
|
|
- |
|
|
Interest expense |
|
53 |
|
|
81 |
|
|
176 |
|
|
226 |
|
|
Income
(loss) from continuing operations before income tax provision
(benefit) |
|
32 |
|
|
68 |
|
|
257 |
|
|
(115) |
|
|
Income tax provision (benefit) |
|
11 |
|
|
31 |
|
|
60 |
|
|
(36) |
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|
Income
(loss) from continuing operations |
|
21 |
|
|
37 |
|
|
197 |
|
|
(79) |
|
|
Income (loss) from discontinued operations, net of taxes |
|
(78) |
|
|
61 |
|
|
22 |
|
|
68 |
|
|
Net
income (loss) |
|
(57) |
|
|
98 |
|
|
219 |
|
|
(11) |
|
|
Net income (loss) from continuing operations attributable to
noncontrolling interests |
|
- |
|
|
- |
|
|
- |
|
|
3 |
|
|
Net income (loss) from discontinued operations attributable to
noncontrolling interests |
|
- |
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(5) |
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|
(5) |
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(7) |
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Net
income (loss) attributable to XPO |
$ |
(57) |
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$ |
93 |
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$ |
214 |
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$ |
(15) |
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Net
income (loss) attributable to common shareholders (3)
(4) |
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Continuing operations |
$ |
21 |
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$ |
28 |
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$ |
197 |
|
$ |
(78) |
|
|
Discontinued operations |
|
(78) |
|
|
56 |
|
|
17 |
|
|
61 |
|
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Net income (loss) attributable to common shareholders |
$ |
(57) |
|
$ |
84 |
|
$ |
214 |
|
$ |
(17) |
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|
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|
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|
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|
|
|
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Basic
earnings (loss) per share attributable to common shareholders
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
$ |
0.19 |
|
$ |
0.30 |
|
$ |
1.78 |
|
$ |
(0.86) |
|
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Discontinued operations |
|
(0.69) |
|
|
0.63 |
|
|
0.15 |
|
|
0.68 |
|
|
Basic earnings (loss) per share attributable to common
shareholders |
$ |
(0.50) |
|
$ |
0.93 |
|
$ |
1.93 |
|
$ |
(0.18) |
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|
Diluted
earnings (loss) per share attributable to common shareholders
(4) |
|
|
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Continuing operations |
$ |
0.19 |
|
$ |
0.27 |
|
$ |
1.73 |
|
$ |
(0.86) |
|
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Discontinued operations |
|
(0.68) |
|
|
0.56 |
|
|
0.14 |
|
|
0.68 |
|
|
Diluted earnings (loss) per share attributable to common
shareholders |
$ |
(0.49) |
|
$ |
0.83 |
|
$ |
1.87 |
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$ |
(0.18) |
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Weighted-average common shares outstanding |
|
|
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Basic weighted-average common shares outstanding |
|
115 |
|
|
91 |
|
|
111 |
|
|
91 |
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|
Diluted weighted-average common shares outstanding |
|
116 |
|
|
102 |
|
|
114 |
|
|
91 |
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(1) Sales, general and administrative expenses includes $29 million
related to litigation settlements for the three and nine months
ended September 30, 2021 |
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(2) Operating income
reflects the net impact of direct and incremental COVID-19-related
costs of $1 million and $4 million, respectively, for the three and
nine months ended September 30, 2021 and $6 million and $35
million, respectively, for the three and nine months ended
September 30, 2020. |
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(3) Net income (loss) from continuing operations attributable to
common shareholders reflects the following items: |
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Non-cash allocation of undistributed earnings |
$ |
- |
|
$ |
9 |
|
$ |
- |
|
$ |
- |
|
|
Preferred dividends |
|
- |
|
|
- |
|
|
- |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) The sum of quarterly
net income (loss) attributable to common shareholders and earnings
(loss) per share attributable to common shareholders may not equal
year-to-date amounts due to differences in the weighted-average
number of shares outstanding during the respective periods and
because losses are not allocated to the Series A Preferred Stock in
calculating earnings per share. |
|
|
|
|
XPO Logistics, Inc. |
Condensed Consolidated Balance Sheets |
(Unaudited) |
(In millions, except per share data) |
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
2021 |
|
2020 |
ASSETS |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
254 |
|
$ |
1,731 |
Accounts receivable, net of allowances of $47 and $46,
respectively |
|
1,987 |
|
|
1,680 |
Other current assets |
|
284 |
|
|
303 |
Current assets of discontinued operations |
|
25 |
|
|
1,664 |
Total current assets |
|
2,550 |
|
|
5,378 |
Long-term assets |
|
|
|
|
|
Property and equipment, net of $1,765 and $1,646 in accumulated
depreciation, respectively |
|
1,821 |
|
|
1,891 |
Operating lease assets |
|
829 |
|
|
844 |
Goodwill |
|
2,493 |
|
|
2,536 |
Identifiable intangible assets, net of $598 and $536 in accumulated
amortization, respectively |
|
603 |
|
|
675 |
Other long-term assets |
|
237 |
|
|
187 |
Long-term assets of discontinued operations |
|
- |
|
|
4,666 |
Total long-term assets |
|
5,983 |
|
|
10,799 |
Total assets |
$ |
8,533 |
|
$ |
16,177 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts payable |
$ |
963 |
|
$ |
854 |
Accrued expenses |
|
1,199 |
|
|
1,044 |
Short-term borrowings and current maturities of long-term debt |
|
56 |
|
|
1,281 |
Short-term operating lease liabilities |
|
153 |
|
|
152 |
Other current liabilities |
|
132 |
|
|
102 |
Current liabilities of discontinued operations |
|
24 |
|
|
1,728 |
Total current liabilities |
|
2,527 |
|
|
5,161 |
Long-term liabilities |
|
|
|
|
|
Long-term debt |
|
3,515 |
|
|
5,240 |
Deferred tax liability |
|
306 |
|
|
286 |
Employee benefit obligations |
|
126 |
|
|
131 |
Long-term operating lease liabilities |
|
677 |
|
|
696 |
Other long-term liabilities |
|
366 |
|
|
384 |
Long-term liabilities of discontinued operations |
|
- |
|
|
1,430 |
Total long-term liabilities |
|
4,990 |
|
|
8,167 |
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
Convertible perpetual preferred stock, $0.001 par value; 10 shares
authorized; — and 0.001 |
|
|
|
|
|
of Series A shares issued and outstanding as of September 30, 2021
and December 31, 2020, respectively |
|
- |
|
|
1 |
Common stock, $0.001 par value; 300 shares authorized; 115 and 102
shares issued and |
|
|
|
|
|
outstanding as of September 30, 2021 and December 31, 2020,
respectively |
|
- |
|
|
- |
Additional paid-in capital |
|
1,176 |
|
|
1,998 |
Retained earnings |
|
(79) |
|
|
868 |
Accumulated other comprehensive loss |
|
(81) |
|
|
(158) |
Total stockholders’ equity before noncontrolling
interests |
|
1,016 |
|
|
2,709 |
Noncontrolling interests |
|
- |
|
|
140 |
Total equity |
|
1,016 |
|
|
2,849 |
Total liabilities and equity |
$ |
8,533 |
|
$ |
16,177 |
XPO Logistics, Inc. |
Condensed Consolidated Statements of Cash
Flows |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
September 30, |
|
|
|
2021 |
|
|
2020 |
Cash flows from operating activities of continuing
operations |
|
|
|
|
|
Net income (loss) |
$ |
219 |
|
$ |
(11) |
Income from discontinued operations, net of taxes |
|
22 |
|
|
68 |
Income (loss) from continuing operations |
|
197 |
|
|
(79) |
Adjustments to reconcile net income (loss) from continuing
operations to net cash from operating activities |
|
|
|
|
|
|
Depreciation,
amortization and net lease activity |
|
357 |
|
|
351 |
|
Stock
compensation expense |
|
29 |
|
|
36 |
|
Accretion of
debt |
|
15 |
|
|
14 |
|
Deferred tax
expense |
|
5 |
|
|
12 |
|
Debt
extinguishment loss |
|
54 |
|
|
- |
|
Unrealized
(gain) loss on foreign currency option and forward contracts |
|
1 |
|
|
(1) |
|
Gains on sales
of property and equipment |
|
(36) |
|
|
(67) |
|
Other |
|
4 |
|
|
45 |
Changes in assets and liabilities |
|
|
|
|
|
|
Accounts
receivable |
|
(371) |
|
|
(165) |
|
Other
assets |
|
(1) |
|
|
(54) |
|
Accounts
payable |
|
133 |
|
|
(29) |
|
Accrued
expenses and other liabilities |
|
171 |
|
|
229 |
Net cash provided by operating activities from continuing
operations |
|
558 |
|
|
292 |
Cash flows from investing activities of continuing
operations |
|
|
|
|
|
|
Payment for
purchases of property and equipment |
|
(212) |
|
|
(220) |
|
Proceeds from
sale of property and equipment |
|
72 |
|
|
137 |
|
Other |
|
(3) |
|
|
5 |
Net cash used in investing activities from continuing
operations |
|
(143) |
|
|
(78) |
Cash flows from financing activities of continuing
operations |
|
|
|
|
|
|
Proceeds from
issuance of debt |
|
- |
|
|
1,155 |
|
Proceeds from
(repayment of) borrowings related to securitization program |
|
(24) |
|
|
25 |
|
Repurchase of
debt |
|
(2,769) |
|
|
- |
|
Proceeds from
borrowings on ABL facility |
|
- |
|
|
820 |
|
Repayment of
borrowings on ABL facility |
|
(200) |
|
|
(620) |
|
Repayment of
debt and finance leases |
|
(63) |
|
|
(50) |
|
Payment for
debt issuance costs |
|
(5) |
|
|
(21) |
|
Issuance
(repurchase) of common stock |
|
384 |
|
|
(114) |
|
Change in bank
overdrafts |
|
33 |
|
|
19 |
|
Payment for
tax withholdings for restricted shares |
|
(25) |
|
|
(21) |
|
Distribution
from GXO |
|
794 |
|
|
- |
|
Other |
|
(5) |
|
|
2 |
Net cash provided by (used in) financing activities from
continuing operations |
|
(1,880) |
|
|
1,195 |
Cash flows from discontinued operations |
|
|
|
|
|
|
Operating
activities of discontinued operations |
|
68 |
|
|
398 |
|
Investing
activities of discontinued operations |
|
(95) |
|
|
(145) |
|
Financing
activities of discontinued operations |
|
(302) |
|
|
(12) |
Net cash provided by (used in) discontinued
operations |
|
(329) |
|
|
241 |
Effect of exchange rates on cash, cash equivalents and restricted
cash |
|
(7) |
|
|
(2) |
Net increase (decrease) in cash, cash equivalents and
restricted cash |
|
(1,801) |
|
|
1,648 |
Cash, cash equivalents and restricted cash, beginning of
period |
|
2,065 |
|
|
387 |
Cash, cash equivalents and restricted cash, end of
period |
|
264 |
|
|
2,035 |
Less: Cash, cash equivalents and restricted cash of
discontinued operations, end of period |
|
- |
|
|
404 |
Cash, cash equivalents and restricted cash of continuing
operations, end of period |
$ |
264 |
|
$ |
1,631 |
North American Less-Than-Truckload Segment |
|
|
Summary Financial Table |
|
|
(Unaudited) |
|
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
Change % |
|
2021 |
|
2020 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (excluding fuel surcharge revenue) |
$ |
904 |
|
$ |
825 |
|
9.6% |
|
$ |
2,648 |
|
$ |
2,300 |
|
15.1% |
|
|
Fuel surcharge revenue |
|
167 |
|
|
108 |
|
54.6% |
|
|
466 |
|
|
323 |
|
44.3% |
|
|
Revenue |
|
1,071 |
|
|
933 |
|
14.8% |
|
|
3,114 |
|
|
2,623 |
|
18.7% |
|
|
Salaries, wages and employee benefits |
|
495 |
|
|
443 |
|
11.7% |
|
|
1,434 |
|
|
1,287 |
|
11.4% |
|
|
Purchased transportation |
|
124 |
|
|
89 |
|
39.3% |
|
|
334 |
|
|
246 |
|
35.8% |
|
|
Fuel and fuel-related taxes |
|
73 |
|
|
46 |
|
58.7% |
|
|
207 |
|
|
138 |
|
50.0% |
|
|
Other operating expenses |
|
151 |
|
|
113 |
|
33.6% |
|
|
430 |
|
|
377 |
|
14.1% |
|
|
Depreciation and amortization |
|
57 |
|
|
55 |
|
3.6% |
|
|
169 |
|
|
169 |
|
0.0% |
|
|
Rents and leases |
|
21 |
|
|
17 |
|
23.5% |
|
|
58 |
|
|
47 |
|
23.4% |
|
|
Transaction and integration costs |
|
1 |
|
|
- |
|
100.0% |
|
|
1 |
|
|
5 |
|
-80.0% |
|
|
Restructuring costs |
|
- |
|
|
- |
|
0.0% |
|
|
- |
|
|
5 |
|
-100.0% |
|
|
Operating income (1) |
|
149 |
|
|
170 |
|
-12.4% |
|
|
481 |
|
|
349 |
|
37.8% |
|
|
Operating ratio (2) |
|
86.1% |
|
|
81.7% |
|
|
|
|
84.6% |
|
|
86.7% |
|
|
|
|
Other income (3) |
|
15 |
|
|
12 |
|
|
|
|
43 |
|
|
33 |
|
|
|
|
Amortization expense |
|
8 |
|
|
8 |
|
|
|
|
25 |
|
|
25 |
|
|
|
|
Transaction and integration costs |
|
1 |
|
|
- |
|
|
|
|
1 |
|
|
5 |
|
|
|
|
Restructuring costs |
|
- |
|
|
- |
|
|
|
|
- |
|
|
5 |
|
|
|
|
Adjusted operating income (4) |
$ |
173 |
|
$ |
190 |
|
-8.9% |
|
$ |
550 |
|
$ |
417 |
|
31.9% |
|
|
Adjusted operating ratio (4) (5) |
|
83.9% |
|
|
79.7% |
|
|
|
|
82.3% |
|
|
84.1% |
|
|
|
|
Depreciation
expense |
|
49 |
|
|
47 |
|
4.3% |
|
|
144 |
|
|
144 |
|
0.0% |
|
|
Other |
|
- |
|
|
1 |
|
-100.0% |
|
|
- |
|
|
1 |
|
-100.0% |
|
|
Adjusted EBITDA (4) |
$ |
222 |
|
$ |
238 |
|
-6.7% |
|
$ |
694 |
|
$ |
562 |
|
23.5% |
|
|
Adjusted EBITDA margin (4) (6) |
|
20.8% |
|
|
25.3% |
|
|
|
|
22.3% |
|
|
21.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on real estate transactions |
|
(5) |
|
|
(26) |
|
|
|
|
(27) |
|
|
(63) |
|
|
|
|
Adjusted operating income, excluding gains on real estate
transactions |
$ |
168 |
|
$ |
164 |
|
2.4% |
|
$ |
523 |
|
$ |
354 |
|
47.7% |
|
|
Adjusted operating ratio, excluding gains on real estate
transactions |
|
84.4% |
|
|
82.5% |
|
|
|
|
83.2% |
|
|
86.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Operating income
reflects the net impact of direct and incremental COVID-19-related
costs of $1 million and $4 million, respectively, for the three and
nine months ended September 30, 2021 and $4 million and $25
million, respectively, for the three and nine months ended
September 30, 2020. |
|
|
|
|
(2)
Operating ratio is calculated as (1 - (Operating income divided by
Revenue)). |
|
|
(3)
Other income primarily consists of pension income. |
|
|
(4)
See the “Non-GAAP Financial Measures” section of the press
release. |
|
|
(5)
Adjusted operating ratio is calculated as (1 - (Adjusted operating
income divided by Revenue)). |
|
|
(6)
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by
Revenue. |
|
|
North American Less-Than-Truckload Segment |
Summary Data Table |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
Change % |
|
2021 |
|
2020 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pounds per day
(thousands) |
|
72,152 |
|
|
69,952 |
|
3.1% |
|
|
73,138 |
|
|
66,730 |
|
9.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipments per
day |
|
50,637 |
|
|
50,953 |
|
-0.6% |
|
|
51,187 |
|
|
48,393 |
|
5.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average weight
per shipment (in pounds) |
|
1,425 |
|
|
1,373 |
|
3.8% |
|
|
1,429 |
|
|
1,379 |
|
3.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue
per shipment |
$ |
336.95 |
|
$ |
292.45 |
|
15.2% |
|
$ |
326.08 |
|
$ |
290.92 |
|
12.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue
per hundredweight (including fuel surcharges) |
$ |
23.65 |
|
$ |
21.30 |
|
11.0% |
|
$ |
22.82 |
|
$ |
21.10 |
|
8.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenue
per hundredweight (excluding fuel surcharges) |
$ |
20.02 |
|
$ |
18.90 |
|
6.0% |
|
$ |
19.47 |
|
$ |
18.57 |
|
4.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average length
of haul (in miles) |
|
847.0 |
|
|
837.2 |
|
|
|
|
838.9 |
|
|
822.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average
load factor (1) |
|
23,905 |
|
|
24,205 |
|
-1.2% |
|
|
24,237 |
|
|
24,191 |
|
0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average age of
tractor fleet (years) |
|
5.86 |
|
|
5.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
working days |
|
64.0 |
|
|
64.0 |
|
|
|
|
190.5 |
|
|
191.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Total average load factor equals freight pound miles divided by
total linehaul miles. |
Brokerage and Other Services Segment |
Summary Financial Table |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
Change % |
|
2021 |
|
2020 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
2,261 |
|
$ |
1,778 |
|
27.2% |
|
$ |
6,493 |
|
$ |
4,738 |
|
37.0% |
Cost of transportation and services |
|
1,762 |
|
|
1,357 |
|
29.8% |
|
|
4,983 |
|
|
3,588 |
|
38.9% |
Direct operating expense |
|
175 |
|
|
164 |
|
6.7% |
|
|
531 |
|
|
472 |
|
12.5% |
Sales, general and administrative expense |
|
193 |
|
|
167 |
|
15.6% |
|
|
593 |
|
|
518 |
|
14.5% |
Depreciation and amortization |
|
60 |
|
|
59 |
|
1.7% |
|
|
180 |
|
|
168 |
|
7.1% |
Transaction and integration costs |
|
5 |
|
|
- |
|
100.0% |
|
|
8 |
|
|
15 |
|
-46.7% |
Restructuring costs |
|
8 |
|
|
- |
|
100.0% |
|
|
9 |
|
|
19 |
|
-52.6% |
Operating income (loss) (1) |
$ |
58 |
|
$ |
31 |
|
87.1% |
|
$ |
189 |
|
$ |
(42) |
|
NM |
Other income (expense) |
|
- |
|
|
- |
|
|
|
|
- |
|
|
(1) |
|
|
Depreciation and amortization |
|
60 |
|
|
59 |
|
|
|
|
180 |
|
|
168 |
|
|
Transaction and integration costs |
|
5 |
|
|
- |
|
|
|
|
8 |
|
|
15 |
|
|
Restructuring costs |
|
8 |
|
|
- |
|
|
|
|
9 |
|
|
19 |
|
|
Adjusted EBITDA (2) |
$ |
131 |
|
$ |
90 |
|
45.6% |
|
$ |
386 |
|
$ |
159 |
|
142.8% |
Adjusted EBITDA margin (2) (3) |
|
5.8% |
|
|
5.1% |
|
|
|
|
5.9% |
|
|
3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM - Not meaningful. |
|
|
(1) Operating income reflects the net impact of direct and
incremental COVID-19-related costs of $- million and $- million,
respectively, for the three and nine months ended September 30,
2021 and $2 million and $9 million, respectively, for the three and
nine months ended September 30, 2020. |
(2) See the “Non-GAAP Financial Measures” section of the press
release. |
|
|
(3) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided
by Revenue. |
|
|
XPO Logistics, Inc. |
|
|
Key Data by Service Offering |
|
|
(Unaudited) |
|
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less-Than-Truckload |
$ |
1,091 |
|
$ |
941 |
|
$ |
3,165 |
|
$ |
2,652 |
|
|
Truck Brokerage |
|
700 |
|
|
432 |
|
|
1,903 |
|
|
1,062 |
|
|
Last Mile |
|
250 |
|
|
243 |
|
|
765 |
|
|
662 |
|
|
Other Brokerage (1) |
|
547 |
|
|
413 |
|
|
1,486 |
|
|
1,108 |
|
|
Total North America |
|
2,588 |
|
|
2,029 |
|
|
7,319 |
|
|
5,484 |
|
|
Europe |
|
757 |
|
|
687 |
|
|
2,311 |
|
|
1,894 |
|
|
Eliminations |
|
(75) |
|
|
(41) |
|
|
(185) |
|
|
(117) |
|
|
Total
Revenue |
$ |
3,270 |
|
$ |
2,675 |
|
$ |
9,445 |
|
$ |
7,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less-Than-Truckload |
$ |
469 |
|
$ |
442 |
|
$ |
1,401 |
|
$ |
1,200 |
|
|
Truck Brokerage |
|
99 |
|
|
61 |
|
|
299 |
|
|
170 |
|
|
Last Mile |
|
74 |
|
|
85 |
|
|
249 |
|
|
236 |
|
|
Other Brokerage |
|
131 |
|
|
96 |
|
|
350 |
|
|
255 |
|
|
Total North America |
|
773 |
|
|
684 |
|
|
2,299 |
|
|
1,861 |
|
|
Europe |
|
191 |
|
|
177 |
|
|
601 |
|
|
481 |
|
|
Total
Net Revenue (2) |
$ |
964 |
|
$ |
861 |
|
$ |
2,900 |
|
$ |
2,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Revenue Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less-Than-Truckload |
|
42.9% |
|
|
47.0% |
|
|
44.2% |
|
|
45.2% |
|
|
Truck Brokerage |
|
14.1% |
|
|
14.2% |
|
|
15.7% |
|
|
16.0% |
|
|
Last Mile |
|
29.7% |
|
|
35.1% |
|
|
32.6% |
|
|
35.7% |
|
|
Other Brokerage |
|
23.9% |
|
|
23.1% |
|
|
23.6% |
|
|
23.0% |
|
|
Total North America |
|
29.8% |
|
|
33.7% |
|
|
31.4% |
|
|
33.9% |
|
|
Europe |
|
25.2% |
|
|
25.7% |
|
|
26.0% |
|
|
25.4% |
|
|
Overall Net Revenue Margin |
|
29.5% |
|
|
32.2% |
|
|
30.7% |
|
|
32.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Other brokerage includes intermodal and drayage, expedite, freight
forwarding and managed transportation services. |
|
|
(2) Net revenue equals
Revenue less Cost of transportation and services. See the “Non-GAAP
Financial Measures” section of the press release. |
|
|
|
|
Less-Than-Truckload revenue is before intercompany eliminations and
includes revenue from the Company’s trailer manufacturing
business. |
|
|
Corporate and Intersegment Eliminations |
Summary Financial Table |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
Change % |
|
2021 |
|
2020 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales,
general and administrative expense (1) |
$ |
79 |
|
$ |
58 |
|
36.2% |
|
$ |
196 |
|
$ |
165 |
|
18.8% |
Depreciation and amortization |
|
1 |
|
|
5 |
|
-80.0% |
|
|
8 |
|
|
14 |
|
-42.9% |
Transaction and integration costs |
|
9 |
|
|
- |
|
100.0% |
|
|
17 |
|
|
46 |
|
-63.0% |
Restructuring costs |
|
6 |
|
|
- |
|
100.0% |
|
|
7 |
|
|
7 |
|
0.0% |
Operating loss (2) |
$ |
(95) |
|
$ |
(63) |
|
50.8% |
|
$ |
(228) |
|
$ |
(232) |
|
-1.7% |
Other income (expense) (3) |
|
4 |
|
|
(2) |
|
|
|
|
3 |
|
|
2 |
|
|
Depreciation and amortization |
|
1 |
|
|
5 |
|
|
|
|
8 |
|
|
14 |
|
|
Litigation settlements |
|
29 |
|
|
- |
|
|
|
|
29 |
|
|
- |
|
|
Transaction and integration costs |
|
9 |
|
|
- |
|
|
|
|
17 |
|
|
46 |
|
|
Restructuring costs |
|
6 |
|
|
- |
|
|
|
|
7 |
|
|
7 |
|
|
Adjusted EBITDA (4) |
$ |
(46) |
|
$ |
(60) |
|
-23.3% |
|
$ |
(164) |
|
$ |
(163) |
|
0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Sales, general and administrative expenses includes $29 million
related to litigation settlements for the three and nine months
ended September 30, 2021 |
|
|
(2)
Operating loss reflects the net impact of direct and incremental
COVID-19-related costs of $- million and $- million, respectively,
for the three and nine months ended September 30, 2021 and $-
million and $1 million, respectively, for the three and nine months
ended September 30, 2020. |
(3)
Other income (expense) consists of pension income, foreign currency
gain (loss) and other income (expense). |
(4)
See the “Non-GAAP Financial Measures” section of the press
release. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment eliminations represent intercompany activity between
the Company’s reportable segments that is eliminated upon
consolidation. The following table summarizes the intersegment
eliminations by line item. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
September 30, |
|
|
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
|
|
Revenue |
$ |
(62) |
|
$ |
(36) |
|
|
|
$ |
(162) |
|
$ |
(100) |
|
|
Cost of transportation and services |
|
(62) |
|
|
(36) |
|
|
|
|
(162) |
|
|
(100) |
|
|
Operating income |
$ |
- |
|
$ |
- |
|
|
|
$ |
- |
|
$ |
- |
|
|
XPO Logistics, Inc. |
|
|
Reconciliation of Non-GAAP Measures |
|
|
(Unaudited) |
|
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
Change % |
|
2021 |
|
2020 |
|
Change % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Income (Loss) from Continuing Operations
to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from continuing operations |
$ |
21 |
|
$ |
37 |
|
-43.2% |
|
$ |
197 |
|
$ |
(79) |
|
NM |
|
|
Debt
extinguishment loss |
|
46 |
|
|
- |
|
|
|
|
54 |
|
|
- |
|
|
|
|
Interest
expense |
|
53 |
|
|
81 |
|
|
|
|
176 |
|
|
226 |
|
|
|
|
Income tax
provision (benefit) |
|
11 |
|
|
31 |
|
|
|
|
60 |
|
|
(36) |
|
|
|
|
Depreciation
and amortization expense |
|
118 |
|
|
119 |
|
|
|
|
357 |
|
|
351 |
|
|
|
|
Unrealized
(gain) loss on foreign currency option and forward contracts |
|
- |
|
|
- |
|
|
|
|
1 |
|
|
(1) |
|
|
|
|
Litigation
settlements |
|
29 |
|
|
- |
|
|
|
|
29 |
|
|
- |
|
|
|
|
Transaction and
integration costs |
|
15 |
|
|
- |
|
|
|
|
26 |
|
|
66 |
|
|
|
|
Restructuring
costs |
|
14 |
|
|
- |
|
|
|
|
16 |
|
|
31 |
|
|
|
|
Adjusted EBITDA (1) |
$ |
307 |
|
$ |
268 |
|
14.6% |
|
$ |
916 |
|
$ |
558 |
|
64.2% |
|
|
Revenue |
$ |
3,270 |
|
$ |
2,675 |
|
22.2% |
|
$ |
9,445 |
|
$ |
7,261 |
|
30.1% |
|
|
Adjusted EBITDA margin (1) (2) |
|
9.4% |
|
|
10.0% |
|
|
|
|
9.7% |
|
|
7.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NM - Not
meaningful. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See the “Non-GAAP
Financial Measures” section of the press release. Adjusted EBITDA
was prepared assuming 100% ownership of XPO Logistics Europe. |
|
|
|
|
(2)
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by
Revenue. |
|
|
XPO Logistics, Inc. |
Reconciliation of Non-GAAP Measures (cont.) |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income (Loss) from Continuing
Operations and Diluted Earnings (Loss) Per Share from Continuing
Operations to Adjusted Net Income from Continuing Operations and
Adjusted Earnings Per Share from Continuing
Operations |
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) from continuing operations attributable to common
shareholders |
$ |
21 |
|
$ |
28 |
|
$ |
197 |
|
$ |
(78) |
|
Debt
extinguishment loss |
|
46 |
|
|
- |
|
|
54 |
|
|
- |
|
Unrealized
(gain) loss on foreign currency option and forward contracts |
|
- |
|
|
- |
|
|
1 |
|
|
(1) |
|
Amortization of
acquisition-related intangible assets |
|
22 |
|
|
22 |
|
|
65 |
|
|
65 |
|
ABL amendment
cost |
|
1 |
|
|
- |
|
|
1 |
|
|
- |
|
Litigation
settlements |
|
29 |
|
|
- |
|
|
29 |
|
|
- |
|
Transaction and
integration costs |
|
15 |
|
|
- |
|
|
26 |
|
|
66 |
|
Restructuring
costs |
|
14 |
|
|
- |
|
|
16 |
|
|
31 |
|
Income tax
associated with the adjustments above (1) |
|
(35) |
|
|
(5) |
|
|
(49) |
|
|
(35) |
|
Discrete and
other tax-related adjustments (2) |
|
(4) |
|
|
- |
|
|
(4) |
|
|
- |
|
Allocation of undistributed
earnings |
|
- |
|
|
(1) |
|
|
- |
|
|
(9) |
Adjusted net income from continuing operations attributable
to |
|
|
|
|
|
|
|
|
|
|
|
|
common
shareholders (3) |
$ |
109 |
|
$ |
44 |
|
$ |
336 |
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings from continuing operations per
share (3) |
$ |
0.94 |
|
$ |
0.42 |
|
$ |
2.95 |
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted-average common shares outstanding |
|
116 |
|
|
102 |
|
|
114 |
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
This line item reflects the aggregate tax benefit of all non-tax
related adjustments reflected in the table above. The detail by
line item is as follows: |
|
Debt extinguishment loss |
$ |
12 |
|
$ |
- |
|
$ |
14 |
|
$ |
- |
|
Unrealized (gain) loss on foreign currency option and forward
contracts |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Amortization of acquisition-related intangible assets |
|
6 |
|
|
5 |
|
|
16 |
|
|
15 |
|
Litigation settlements |
|
8 |
|
|
- |
|
|
8 |
|
|
- |
|
Transaction and integration costs |
|
4 |
|
|
- |
|
|
6 |
|
|
13 |
|
Restructuring costs |
|
5 |
|
|
- |
|
|
5 |
|
|
7 |
|
|
$ |
35 |
|
$ |
5 |
|
$ |
49 |
|
$ |
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The
income tax rate applied to reconciling items is based on the GAAP
annual effective tax rate, excluding discrete items and
contribution- and margin-based taxes. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
Discrete tax items reflect a tax benefit related to a tax planning
initiative that resulted in the recognition of a long-term capital
loss offset by tax expense due to valuation allowances that were
recognized as a result of the spin-off of our logistics
business. |
(3)
See the "Non-GAAP Financial Measures" section of the press
release. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Reconciliation of Cash Flows from Operating Activities of
Continuing Operations to Free Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities from continuing
operations |
$ |
250 |
|
$ |
138 |
|
$ |
558 |
|
$ |
292 |
|
Payment for
purchases of property and equipment |
|
(77) |
|
|
(66) |
|
|
(212) |
|
|
(220) |
|
Proceeds from
sale of property and equipment |
|
12 |
|
|
66 |
|
|
72 |
|
|
137 |
Free Cash Flow (1) |
$ |
185 |
|
$ |
138 |
|
$ |
418 |
|
$ |
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
See the "Non-GAAP Financial Measures" section of the press
release. |
XPO Logistics, Inc. |
Other Reconciliations |
(Unaudited) |
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
2021 |
Reconciliation of Net Debt |
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
$ |
3,571 |
Cash and cash
equivalents |
|
|
|
|
|
|
|
254 |
Net debt
(1) |
|
|
|
|
|
|
$ |
3,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
2021 |
Reconciliation of Net Leverage |
|
|
|
|
|
|
|
|
|
|
|
Net debt |
|
|
|
|
|
|
|
3,317 |
Trailing twelve
months adjusted EBITDA |
|
|
|
|
|
|
|
1,205 |
Net leverage
(1) |
|
|
|
|
|
|
|
2.8x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trailing Twelve Months Ended |
|
Nine Months Ended |
|
Twelve Months Ended |
|
Nine Months Ended |
|
September 30, |
|
September 30, |
|
December 31, |
|
September 30, |
|
2021 |
|
2021 |
|
2020 |
|
2020 |
Reconciliation of Income (Loss) from Continuing Operations
to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from continuing operations |
$ |
263 |
|
$ |
197 |
|
$ |
(13) |
|
$ |
(79) |
Debt
extinguishment loss |
|
54 |
|
|
54 |
|
|
- |
|
|
- |
Interest
expense |
|
257 |
|
|
176 |
|
|
307 |
|
|
226 |
Income tax
provision (benefit) |
|
74 |
|
|
60 |
|
|
(22) |
|
|
(36) |
Depreciation
and amortization expense |
|
476 |
|
|
357 |
|
|
470 |
|
|
351 |
Unrealized
(gain) loss on foreign currency option and forward contracts |
|
1 |
|
|
1 |
|
|
(1) |
|
|
(1) |
Litigation
settlements |
|
29 |
|
|
29 |
|
|
- |
|
|
- |
Transaction and
integration costs |
|
35 |
|
|
26 |
|
|
75 |
|
|
66 |
Restructuring
costs |
|
16 |
|
|
16 |
|
|
31 |
|
|
31 |
Adjusted
EBITDA |
$ |
1,205 |
|
$ |
916 |
|
$ |
847 |
|
$ |
558 |
|
|
|
|
|
|
|
|
|
|
|
|
(1)
See the “Non-GAAP Financial Measures” section of the press
release. |
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