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XPO Logistics Announces Fourth Quarter and Full Year 2012 Results



2013-02-27 22:04:27 -


Provides Full Year 2013 Outlook

Acquires Covered Logistics

GREENWICH, Conn. - February 27, 2013 - XPO Logistics, Inc. (NYSE: XPO) today
announced financial results for the fourth quarter and full year 2012.

For the fourth quarter of 2012, total revenue was $108.5 million, a 146.1%
increase from the same period the prior year. Gross margin dollars increased
118.4% year-over-year to $15.7 million, and gross margin percentage was 14.4%.

Consistent with the company's previously announced strategy, investments in
long-term growth impacted fourth quarter results. The company reported a net
loss of $9.3 million for the quarter, compared with a net loss of $1.5 million
for the same period in 2011. The fourth quarter net loss available to common
shareholders was $10.1 million, or a loss of $0.57 per diluted share, compared
with a net loss available to common shareholders of $2.2 million, or a loss of
$0.27 per diluted share, for the same period in 2011.

Earnings (loss) before interest, taxes, depreciation and amortization
("EBITDA"), a non-GAAP financial measure, was a loss of $9.9 million for the
fourth quarter of 2012, compared with a loss of $2.1 million for the same period
in 2011. EBITDA includes $913,000 and $882,000 of non-cash share-based
compensation for the fourth quarters of 2012 and 2011, respectively. A
reconciliation of EBITDA to net income is provided in the attached financial
tables.

The company had $252.3 million of cash as of December 31, 2012.

2013 Outlook

The company provided the following outlook for full year 2013:

* An annual revenue run rate of more than $1 billion as of December 31;
* At least $300 million of acquired historical annual revenue;
* Positive EBITDA for the fourth quarter; and
* At least three new freight brokerage cold-starts.

Acquires Covered Logistics & Transportation LLC

On February 22, 2013, the company acquired substantially all of the operating
assets of Covered Logistics & Transportation LLC, a non-asset, third party
freight brokerage business with 2012 revenues of approximately $27 million. The
purchase price was $8 million in cash and $3 million in XPO common stock,
excluding any working capital adjustments, with no assumption of debt. The
acquisition is expected to be immediately accretive to earnings.

Founded in 2005, Covered Logistics has over 4,000 carrier relationships and a
strong track record of serving the manufacturing, postal, consumer, and oil and
gas sectors. Its offices are located in Lake Forest, Ill., and Dallas, Texas.
Co-founders Tuck Jasper, Paul Jasper and Patrick Gillihan will continue to lead
the operations, which are being rebranded as XPO Logistics.

CEO Comments

Bradley Jacobs, chairman and chief executive officer, said, "The actions we're
taking to scale up the business are continuing to drive results. Our fourth
quarter revenue was up 146% year-over-year, and gross margin dollars increased
by 118%. Our freight brokerage business generated 760% more revenue in the
quarter, as compared to the prior year period. Our expedite business achieved
top line growth of 8.7% for the quarter, and we have new initiatives in place to
gain margin. Freight forwarding had a 62% increase in gross margin dollars
versus fourth quarter 2011. While our investments in people and technology
resulted in a loss, as expected, they are fundamentally important to value
creation. We're currently on an annual revenue run rate of over $500 million,
and we expect that rate to be more than a billion dollars by year-end."

Jacobs continued, "Our most recent acquisition, Covered Logistics, is a well-run
freight brokerage operation that we plan to integrate and scale up quickly. The
Covered team has deep roots in the industry and they share our passion for
growth. This is our second acquisition of 2013 from a pipeline of solid
prospects. We expect to add at least $300 million of acquired historical annual
revenue in 2013.

"We remain focused on executing the three parts of our strategy: acquisitions,
cold-starts and the optimization of our operations. In 14 months, we've acquired
six companies and opened 17 cold-starts, eight in freight brokerage. Our
footprint now stands at 60 locations. We've grown our headcount from 208 to more
than 900 employees. We're steadily enhancing our proprietary technology, and
implementing leading edge recruitment and training programs. Most importantly,
we've created a driven culture that keeps us on track to grow XPO into a multi-
billion dollar company."

Fourth Quarter 2012 Results by Business Unit

* Freight brokerage: The company's freight brokerage business generated total
revenue of $71.1 million for the quarter, a 760.3% increase from the same
period the prior year. Year-over-year revenue growth was primarily due to
the acquisitions of Turbo Logistics, Kelron Logistics, Continental Freight
Services and BirdDog Logistics, as well as revenue growth from the company's
eight brokerage cold-start locations. The acquisition of Turbo Logistics on
October 24, 2012, had a positive revenue impact of $27.2 million for the
quarter. Gross margin percentage for the freight brokerage business was
13.4% for the quarter, compared with 16.8% for the same period in 2011. The
decline in gross margin percentage was primarily due to the addition of
seven new cold-starts in 2012, which are still in the start-up phase. The
fourth quarter operating loss was $2.5 million, compared with operating
income of $496,000 the prior year. The decline in 2012 operating income
primarily reflects a planned increase in SG&A expense associated with
significant growth initiatives, including sales force recruitment.
* Expedited transportation: The company's expedited services business
generated total revenue of $22.1 million for the quarter, an 8.7% increase
from the same period the prior year. Revenue growth was primarily driven by
an increase in average revenue-per-load and growth in the company's
domestic, international and temperature-controlled services. Gross margin
percentage was 16.5% for the quarter, compared with 20.9% for the same
period in 2011. The decrease in gross margin percentage primarily reflects
higher rates paid to independent fleet owners and owner-operators, effective
March 1, 2012, and an increase in the volume of cross-border loads, which
typically generate a lower margin. Fourth quarter operating income was $1.0
million, compared with $1.8 million the prior year, primarily reflecting the
year-over-year decrease in gross margin.
* Freight forwarding: The company's freight forwarding business generated
total revenue of $18.5 million for the quarter, a 10.1% increase from the
same period the prior year. Gross margin percentage was 13.5% for the
quarter, compared with 9.2% for the same period in 2011. The improvements in
revenue and gross margin percentage reflect a revenue increase from company-
owned branches. Fourth quarter operating income was $454,000, compared
with $35,000 for the same period the prior year. The increase in operating
income reflects a higher gross margin, partially offset by higher SG&A costs
associated with new company-owned locations in Chicago, Houston, Los
Angeles, Minneapolis, Charlotte and Atlanta.
* Corporate: Corporate SG&A expense for the fourth quarter of 2012 increased
by $5.3 million, compared with the same period the prior year. The increase
was driven by a higher headcount in corporate shared services and higher
purchased services. Corporate SG&A expense for the fourth quarter of 2012
included approximately $1.4 million of litigation-related legal costs; $1.0
million of acquisition-related transaction costs; and $913,000 of non-cash
share based compensation.

Full Year 2012 Financial Results

For the full year 2012, total revenue was $278.6 million, a 57.3% increase from
2011. Gross margin dollars increased 37.1% year-over-year to $40.8 million, and
gross margin percentage was 14.7%.

Consistent with the company's previously announced strategy, investments in
long-term growth impacted full year results. The company reported a net loss of
$20.3 million for the full year 2012, compared with net income of $759,000 for
2011. The net loss available to common shareholders was $23.3 million, or a loss
of $1.49 per diluted share, compared with a net loss available to common
shareholders of $44.6 million, or a loss of $5.41 per diluted share, for 2011.
The full year 2012 loss includes a charge of $0.19 per diluted share related to
$3.0 million in cumulative preferred dividends. The full year 2011 loss includes
a non-cash charge of $44.2 million, or $5.36 per diluted share, related to the
September 2011 equity investment in the company.

EBITDA was a loss of $25.8 million for the full year 2012, compared with $2.7
million of EBITDA generated in 2011. Full year 2012 EBITDA was impacted by a
$2.9 million expense ($1.9 million after tax) for acquisition-related
transaction costs; a $2.5 million expense ($1.6 million after tax) for
litigation-related legal costs; a $540,000 expense ($344,000 after tax) for
compensation, severance and professional fees related to the composition of the
company's executive team; a $480,000 expense ($306,000 after tax) for consulting
fees in connection with securing an agreement with the state of North Carolina
for up to $3.2 million in future tax incentives; and $4.4 million of non-cash
share-based compensation. A reconciliation of EBITDA to net income is provided
in the attached financial tables.

Conference Call

The company will hold a conference call on Thursday, February 28, 2013, at 8:30
a.m. Eastern Time. Participants can call toll-free (from U.S./Canada)
1-800-446-1671; international callers dial +1-847-413-3362. A live webcast of
the conference will be available on the Investor Relations area of the company's
website, www.xpologistics.com. The conference will be archived until March
30, 2013. 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 34113016.

About XPO Logistics, Inc.

XPO Logistics, Inc. (NYSE: XPO) is one of the fastest growing providers of non-
asset, third-party freight transportation services in North America. The company
uses its relationships with more than 22,000 ground, sea and air carriers to
find the best transportation solutions for its customers. XPO Logistics offers
its services through three business units: freight brokerage, expedited
transportation and freight forwarding. The company serves more than 7,750
customers in the retail, commercial, manufacturing and industrial sectors
through 60 locations, including 36 branches in the United States and Canada and
24 agent offices. www.xpologistics.com

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures as defined under
Securities and Exchange Commission ("SEC") rules, such as earnings (loss) before
interest, taxes, depreciation and amortization ("EBITDA") for the quarters and
years ended December 31, 2012 and December 31, 2011. As required by SEC rules,
we provide reconciliations of these measures to the most directly comparable
measure under United States generally accepted accounting principles ("GAAP"),
which are set forth in the attachments to this release. We believe that EBITDA
improves comparability from period to period by removing the impact of our
capital structure (interest expense from our outstanding debt), asset base
(depreciation and amortization) and tax consequences. In addition to its use by
management, we believe that EBITDA is a measure widely used by securities
analysts, investors and others to evaluate the financial performance of
companies in our industry. Other companies may calculate EBITDA differently, and
therefore our EBITDA may not be comparable to similarly titled measures of other
companies. EBITDA is not a measure of financial performance or liquidity under
GAAP and should not be considered in isolation or as an alternative to net
income, cash flows from operating activities and other measures determined in
accordance with GAAP. Items excluded from EBITDA are significant and necessary
components of the operations of our business, and, therefore, EBITDA should only
be used as a supplemental measure of our operating performance.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, without limitation, our
2013 outlook with respect to annual revenue, acquisitions, fourth quarter 2013
EBITDA and freight brokerage cold-starts. All statements other than statements
of historical fact are, or may be deemed to be, forward-looking statements. In
some cases, forward-looking statements can be identified by the use of forward-
looking terms such as "anticipate," "estimate," "believe,"
"continue," "could,"
"intend," "may," "plan," "potential,"
"predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal,"
"guidance," "outlook," "effort,"
"target" or the negative of these terms or other comparable terms. However, the
absence of these words does not mean that the statements are not forward-
looking. These forward-looking statements are based on certain assumptions and
analyses made by us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause or contribute to a material
difference include, but are not limited to, those discussed in our filings with
the SEC and the following: economic conditions generally; competition; our
ability to find suitable acquisition candidates and execute our acquisition
strategy; our ability to raise capital; our ability to attract and retain key
employees to execute our growth strategy; our ability to develop and implement a
suitable information technology system; our ability to maintain positive
relationships with our network of third-party transportation providers;
litigation; and governmental regulation. All forward-looking statements set
forth in this press release are qualified by these cautionary statements and
there can be no assurance that the actual results or developments anticipated by
us will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on us or our business or
operations. Forward-looking statements set forth in this press release speak
only as of the date hereof and we do not undertake any obligation to update
forward-looking statements, including our 2013 outlook, to reflect subsequent
events or circumstances, changes in expectations or the occurrence of
unanticipated events.

Investor Contact:
XPO Logistics, Inc.
Michelle Muniz, +1-203-930-1459
michelle.muniz@xpologistics.com

Media Contact:
Brunswick Group
Steve Lipin / Gemma Hart, +1-212-333-3810



XPO Logistics, Inc.

Consolidated Statement of Operations

(in thousands, except per share amounts)



  Three Months Ended   Year Ended

  December 31,   December 31,
------------------------ --------------------------
    2012     2011       2012       2011
------------ ----------- ------------ -----------
Revenues

  Operating revenue $ 108,503   $ 44,085   $ 278,591   $ 177,076

Expenses

  Direct expense   92,840     36,914     237,765     147,298
------------ ----------- ------------ -----------
    Gross margin   15,663     7,171     40,826     29,778

  Sales general and
administrative expense   26,755     9,560     68,790     28,054
------------ ----------- ------------ -----------
Operating (loss) income   (11,092)     (2,389)     (27,964)     1,724
------------ ----------- ------------ -----------
  Other (income) expense   44     (6)     363     56

  Interest expense   3,177     46     3,207     191
------------ ----------- ------------ -----------
(Loss) income before income
tax provision   (14,313)     (2,429)     (31,534)     1,477

  Income tax provision   (4,994)     (967)     (11,195)     718
------------ ----------- ------------ -----------
Net (loss) income   (9,319)     (1,462)     (20,339)     759

  Preferred stock
beneficial conversion
charge   0     0     0     (44,211)

  Cumulative preferred
dividends   (743)     (750)     (2,993)     (1,125)
------------ ----------- ------------ -----------
Net (loss) income available
to common shareholders $ (10,062)   $ (2,212)   $ (23,332)   $ (44,577)
------------ ----------- ------------ -----------


Basic income per share

  Net (loss) income $ (0.57)   $ (0.27)   $ (1.49)   $ (5.41)

Diluted income per share

  Net (loss) income $ (0.57)   $ (0.27)   $ (1.49)   $ (5.41)

Weighted average common
shares outstanding

  Basic weighted average
common shares outstanding   17,702     8,252     15,694     8,247

  Diluted weighted average
common shares outstanding   17,702     8,252     15,694     8,247



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



XPO Logistics, Inc.

Consolidated Balance Sheets

(in thousands except share data)



December December
  31, 2012   31, 2011

ASSETS (Unaudited)

Current assets:

  Cash and cash equivalents $ 252,293   $ 74,007



  Accounts receivable, net of allowances of
$603 and $356, respectively   61,245     22,425

  Prepaid expenses   1,555     426

  Deferred tax asset, current   1,406     955

  Income tax receivable   2,569     1,109

  Other current assets   1,866     219
----------------- ----------------
    Total current assets   320,934     99,141
----------------- ----------------


  Property and equipment, net of $5,323 and
$3,937

  in accumulated depreciation, respectively   13,090     2,979

  Goodwill   55,947     16,959

  Identifiable intangible assets, net of
 $4,592 and $3,320

  in accumulated amortization, respectively   22,473     8,053

  Other long-term assets   764     509
----------------- ----------------
   Total long-term assets   92,274     28,500
----------------- ----------------
    Total assets $ 413,208   $ 127,641
----------------- ----------------




LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

  Accounts payable $ 22,108   $ 8,565

  Accrued salaries and wages   3,516     2,234

  Accrued expenses, other   21,123     2,789

  Current maturities of notes payable and
capital leases   491     1,675

  Other current liabilities   1,789     808
----------------- ----------------
    Total current liabilities   49,027     16,071
----------------- ----------------


  Convertible senior notes   108,280     0

  Notes payable and capital leases, net of
current maturities   676     454

  Deferred tax liability, long term   6,781     2,346

  Other long-term liabilities   3,385     410
----------------- ----------------
    Total long-term liabilities   119,122     3,210
----------------- ----------------


Stockholders' equity:

 Preferred stock, $.001 par value; 10,000,000
shares;

   74,275 shares issued and outstanding   42,794     42,794

  Common stock, $.001 par value; 150,000,000
shares authorized;

  18,002,985 and 8,410,353

  shares issued, respectively; and17,957,985
and 8,365,353 shares

  outstanding, respectively   18     8

  Additional paid-in capital   262,641     102,613

  Treasury stock, at cost, 45,000 shares held   (107)     (107)

  Accumulated deficit   (60,287)     (36,948)
----------------- ----------------
    Total stockholders' equity   245,059     108,360
----------------- ----------------
      Total liabilities and stockholders'
equity $ 413,208   $ 127,641
----------------- ----------------




XPO Logistics, Inc.

Consolidated Statement of Cash Flows

(in thousands, except per share amounts)



    Year Ended December 31,

      2012       2011     2010
------------ ----------- ----------
Operating activities

 Net income $ (20,339)   $ 759   $ 4,888

Adjustments to reconcile net income to net
cash from operating activities

Provisions for allowance for doubtful
  accounts   916     219     (84)

  Depreciation & amortization expense   2,713     1,240     1,290

  Accretion of debt   1,475     0     0

  Stock compensation expense   4,398     1,180     157

  Other   2     12     4

  Non-cash impairment of incentive payments   0     0     75

Changes in assets and liabilities, net of
effects of acquisitions:

  Accounts receivable   (13,755)     1,627     (6,618)

  Deferred tax expense   (8,260)     (327)     900

  Income tax receivable   (1,556)     239     (1,348)

  Other current assets   1,593     595     (355)

  Prepaid expenses   (769)     (170)     (99)

  Other long-term assets and advances   (276)     97     338

  Accounts payable   (2,585)     (191)     1,987

  Accrued expenses   12,661     1,097     1,780

  Other liabilities   (518)     234     (658)
------------ ----------- ----------
Cash provided (used) by operating
activities   (24,300)     6,611     2,257
------------ ----------- ----------
Investing activities

Acquisition of businesses, net of cash
  acquired   (57,236)     0     0

  Payment of acquisition earn-out   (450)     (450)     (500)

Payment for purchases of property and
  equipment   (6,981)     (754)     (811)

  Proceeds from sale of assets   0     13     2
------------ ----------- ----------
Cash Flows used by investing activities   (64,667)     (1,191)     (1,309)
------------ ----------- ----------
Financing Activities

  Credit line, net activity   (2,068)     (2,749)     (3,781)

Proceeds from issuance of preferred
  stock, net of issuance costs   0     71,628     0

Proceeds from issuance of convertible
  senior notes, net   138,504     0     0

  Proceeds from issuance of long-term debt   0     0     5,000

Payments of notes payable and capital
  leases   (2,190)     (1,633)     (2,665)

  Excess tax benefit from stock options   0     451     0

  Proceeds from stock offering   136,961     0     0

  Proceeds from exercise of options, net   248     704     564

Payments of tax withholdings for
  restricted shares   (1,226)     0     0

  Dividends paid to preferred stockholders   (3,000)     (375)     0
------------ ----------- ----------
Cash flows provided  by Financing
Activities   267,229     68,026     (882)
------------ ----------- ----------
Effect of exchange rate changes on cash   24     0     0

Net increase  in cash   178,286     73,446     66

Cash, beginning of period   74,007     561     495
------------ ----------- ----------
Cash, end of period of period $ 252,293   $ 74,007   $ 561
------------ ----------- ----------


Supplemental disclosure of noncash
activities:



  Cash paid during the period for interest   22     110     124

  Cash paid during the period for income
taxes   247     233     3,521





Freight Brokerage

Summary Financial Table

(in thousands)



  Three Months Ended December 31,
----------------------------------------------------
$
  2012     2011     Variance       Change %
----------- ---------- ----------- ---------
Revenue

  Operating revenue $ 71,146   $ 8,270   $ 62,876   760.3%

Direct expense

  Transportation services   61,379     6,872     54,507   793.2%

  Other direct expense   245     9     236   2622.2%
----------- ---------- ----------- ---------
Total direct expense   61,624     6,881     54,743   795.6%
----------- ---------- ----------- ---------
    Gross margin   9,522     1,389     8,133   585.5%
----------- ---------- ----------- ---------
SG&A expense

  Salaries & benefits   8,778     705     8,073   1145.1%

  Purchased services   672     35     637   1820.0%

  Other SG&A expense   1,734     141     1,593   1129.8%

  Depreciation &
amortization   810     12     798   6650.0%
----------- ---------- ----------- ---------
Total SG&A expense   11,994     893     11,101   1243.1%
----------- ---------- ----------- ---------
Operating (loss) income $ (2,472)   $ 496   $ (2,968)   -598.4%
----------- ---------- ----------- ---------




  Year Ended December 31,
----------------------------------------------------
$
  2012   2011     Variance       Change %
----------- ---------- ----------- ---------
Revenue

  Operating revenue $ 125,121   $ 29,186   $ 95,935   328.7%

Direct expense

  Transportation services   108,507     24,434     84,073   344.1%

  Other direct expense   489     55     434   789.1%
----------- ---------- ----------- ---------
Total direct expense   108,996     24,489     84,507   345.1%
----------- ---------- ----------- ---------
    Gross margin   16,125     4,697     11,428   243.3%
----------- ---------- ----------- ---------
SG&A expense

  Salaries & benefits   15,170     2,484     12,686   510.7%

  Purchased services   1,694     148     1,546   1044.6%

  Other SG&A expense   3,590     716     2,874   401.4%

  Depreciation &
amortization   1,223     44     1,179   2679.5%
----------- ---------- ----------- ---------
Total SG&A expense   21,677     3,392     18,285   539.1%
----------- ---------- ----------- ---------
Operating (loss) income $ (5,552)   $ 1,305   $ (6,857)   -525.4%
----------- ---------- ----------- ---------




Freight Brokerage

Key Employee Data



  Three Months Ended

March June Sept Dec
  30, 2012     30, 2012     30, 2012     31, 2012
-------------- ------------- ------------- -----------
Number of sales and
procurement
personnel   40     92       290     594


Note: Totals are as of period end, and include the positions of shipper sales,
carrier procurement and logistics coordinators, and reflect the impact of
recruitment and acquisitions.




Expedited Transportation

Summary Financial Table

(in thousands)



  Three Months Ended December 31,
---------------------------------------------------
$
  2012     2011     Variance       Change %
---------- ---------- ----------- ---------
Revenue

 Operating revenue $ 22,102     $ 20,337   $ 1,765   8.7%

Direct expense

 Transportation services   17,381     15,379     2,002   13.0%

 Other direct expense   1,065     713     352   49.4%
---------- ---------- ----------- ---------
Total direct expense   18,446     16,092     2,354   14.6%
---------- ---------- ----------- ---------
    Gross margin   3,656     4,245     (589)   -13.9%
---------- ---------- ----------- ---------
SG&A expense

 Salaries & benefits   1,673     1,645     28   1.7%

 Purchased services   308     360     (52)   -14.4%

 Other SG&A expense   608     323     285   88.2%

 Depreciation & amortization   79     86     (7)   -8.1%
---------- ---------- ----------- ---------
Total SG&A expense   2,668     2,414     254   10.5%
---------- ---------- ----------- ---------
Operating income $ 988   $ 1,831   $ (843)   -46.0%
---------- ---------- ----------- ---------




  Year Ended December 31,
---------------------------------------------------
$
  2012     2011     Variance       Change %
---------- ---------- ----------- ---------
Revenue

 Operating revenue $ 94,008   $ 87,558   $ 6,450   7.4%

Direct expense

 Transportation services   73,376     66,267     7,109   10.7%

 Other direct expense   3,738     2,998     740   24.7%
---------- ---------- ----------- ---------
Total direct expense   77,114     69,265     7,849   11.3%
---------- ---------- ----------- ---------
    Gross margin   16,894     18,293     (1,399)   -7.6%
---------- ---------- ----------- ---------
SG&A expense

 Salaries & benefits   6,613     6,854     (241)   -3.5%

 Purchased services   1,015     1,426     (411)   -28.8%

 Other SG&A expense   2,121     1,411     710   50.3%

 Depreciation & amortization   320     403     (83)   -20.6%
---------- ---------- ----------- ---------
Total SG&A expense   10,069     10,094     (25)   -0.2%
---------- ---------- ----------- ---------
Operating income $ 6,825   $ 8,199   $ (1,374)   -16.8%
---------- ---------- ----------- ---------

Note: Total depreciation and amortization for the Expedited Transportation
operating segment included in both direct expense and SG&A, was $130,000 and
$131,000 for the three-months ended December 31, 2012 and 2011, respectively,
and $524,000 and $596,000 for the years ended December 31, 2012 and 2011,
respectively, ended December 31, 2012 and 2011.




Freight Forwarding

Summary Financial Table

(in thousands)



  Three Months Ended December 31,
---------------------------------------------------
$
  2012     2011     Variance       Change %
---------- ---------- ----------- ---------
Revenue

 Operating revenue $ 18,463   $ 16,769   $ 1,694   10.1%

Direct expense

 Transportation services   13,804     12,479     1,325   10.6%

 Station commissions   2,120     2,711     (591)   -21.8%

 Other direct expense   54     42     12   28.6%
---------- ---------- ----------- ---------
Total direct expense   15,978     15,232     746   4.9%
---------- ---------- ----------- ---------
   Gross margin   2,485     1,537     948   61.7%
---------- ---------- ----------- ---------
SG&A expense

 Salaries & benefits   1,280     774     506   65.4%

 Purchased services   203     122     81   66.4%

 Other SG&A expense   407     461     (54)   -11.7%

 Depreciation & amortization   141     145     (4)   -2.8%
---------- ---------- ----------- ---------
Total SG&A expense   2,031     1,502     529   35.2%
---------- ---------- ----------- ---------
Operating income $ 454   $ 35   $ 419   1197.1%
---------- ---------- ----------- ---------




  Year Ended December 31,
---------------------------------------------------
$
  2012   2011   Variance       Change %
---------- ---------- ----------- ---------
Revenue

 Operating revenue $ 67,692   $ 65,148   $ 2,544   3.9%

Direct expense

 Transportation services   50,381     47,122     3,259   6.9%

 Station commissions   9,321     11,098     (1,777)   -16.0%

 Other direct expense   182     140     42   30.0%
---------- ---------- ----------- ---------
Total direct expense   59,884     58,360     1,524   2.6%
---------- ---------- ----------- ---------
   Gross margin   7,808     6,788     1,020   15.0%

SG&A expense

 Salaries & benefits   4,050     2,897     1,153   39.8%

 Purchased services   597     432     165   38.2%

 Other SG&A expense   1,479     1,339     140   10.5%

 Depreciation & amortization   574     575     (1)   -0.2%
---------- ---------- ----------- ---------
Total SG&A expense   6,700     5,243     1,457   27.8%
---------- ---------- ----------- ---------
Operating income $ 1,108   $ 1,545   $ (437)   -28.3%
---------- ---------- ----------- ---------




XPO Corporate

Summary of Selling, General & Administrative Expense

(in thousands)



  Three Months Ended December 31,
-----------------------------------------------------
$
  2012   2011   Variance       Change %
---------- --------- ---------- ---------
SG&A expense

 Salaries & benefits $ 3,780   $ 3,207   $ 573   17.9%

 Purchased services   4,422     1,304     3,118   239.1%

 Other SG&A expense   1,691     232     1,459   628.9%

 Depreciation &
amortization   168     8     160   2000.0%
---------- --------- ---------- ---------
Total SG&A expense $ 10,061   $ 4,751   $ 5,310   111.8%
---------- --------- ---------- ---------




  Year Ended December 31,
-----------------------------------------------------


$
  2012   2011   Variance       Change %
---------- --------- ---------- ---------
SG&A expense

 Salaries & benefits $ 13,445   $ 4,103   $ 9,342   227.7%

 Purchased services   12,082     4,727     7,355   155.6%

 Other SG&A expense   4,425     471     3,954   839.5%

 Depreciation &
amortization   391     24     367   1529.2%
---------- --------- ---------- ---------
Total SG&A expense $ 30,343   $ 9,325   $ 21,018   225.4%
---------- --------- ---------- ---------

Note: Intercompany eliminations included revenue of $3.2 million and $1.3
million for the three-months ended December 31, 2012 and 2011, respectively, as
well as revenue of $8.2 million and $4.8 million for the years ended December
31, 2012 and 2011, respectively.




Reconciliation of Non-GAAP Measures

XPO Logistics, Inc.

Consolidated Reconciliation of EBITDA to Net Income

(in thousands)



  Three Months Ended       Year Ended

  December 31,       December 31,


 Change  Change
  2012   2011   %   2012   2011   %
------------ ----------- --------- ------------ ------------ ---------


Net (loss)
income
available to
common
shareholders $ (10,062)   $ (2,212)   354.9%   $ (23,332)   $ (44,577)   -47.7%

Dividends
and
preferred
shares
conversion
charge   (743)     (750)   -0.9%     (2,993)     (45,336)   -93.4%
------------ ----------- --------- ------------ ------------ ---------
Net (loss)
income   (9,319)     (1,462)   537.41%     (20,339)     759   -2779.7%
------------ ----------- --------- ------------ ------------ ---------
Interest
expense   3,177     46   6806.5%     3,207     191   1579.1%

Income tax
provision   (4,994)     (967)   416.4%     (11,195)     718   -1659.2%

Depreciation
and
amortization   1,198     251   377.3%     2,508     1,046   139.8%
------------ ----------- --------- ------------ ------------ ---------
EBITDA $ (9,938)   $ (2,132)   366.1%   $ (25,819)   $ 2,714   -1051.3%
------------ ----------- --------- ------------ ------------ ---------

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   Year Ended Ended
----------------------------- ----------------------------
  December 31,   December 31,   December 31,   December 31,

  2012   2011   2012   2011
-------------- -------------- -------------- -------------
Basic common stock
outstanding 17,701,679   8,252,891   15,694,430   8,246,577
-------------- -------------- -------------- -------------


Potentially Dilutive
Securities:

Shares underlying the
conversion 10,522,399   10,714,286   10,695,326   3,522,505

 of preferred stock to
common stock

Shares underlying the
conversion 8,575,577   0   2,238,758   0

 of the convertible
senior notes

Shares underlying
 warrants to 5,548,022   3,568,707   5,717,284   3,618,061

 purchase common stock

Shares underlying
 stock options 447,545   402,819   473,421   298,017

 to purchase common
stock

Shares underlying
 restricted stock
units 237,453   682   249,139   6,456
-------------- -------------- -------------- -------------
  25,330,996   14,686,492   19,373,928   7,445,039
-------------- -------------- -------------- -------------

-------------- -------------- -------------- -------------
Diluted weighted
shares outstanding 43,032,674   22,939,383   35,068,358   15,691,616
-------------- -------------- -------------- -------------

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. The impact of this dilution
was not reflected in the earnings per share calculations on the 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 $14.52 per
share and $10.50 per share for the three months ended December 31, 2012 and
2011, respectively, and $15.01 per share and $10.57 per share for the years
ended December 31, 2012 and 2011, respectively.
















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Source: XPO Logistics, Inc. via Thomson Reuters ONE
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