XPO Logistics Announces Public Filing of Form 10 Registration Statement for Planned Spin-Off of GXO Logistics
Raises full year 2021 guidance for adjusted EBITDA
Provides 2022 guidance for GXO, including year-over-year adjusted EBITDA growth of 14% to 20%
Targets third quarter 2021 completion of spin-off
Announces Investor Days in
In addition, the company filed supplementary financial information for GXO and XPO post spin-off. The Form 10 and supplementary financial information are available on the company’s website at xpo.com/investors.
Raises Full Year 2021 Guidance for Adjusted EBITDA
XPO has increased its expectation for Q2 2021 adjusted EBITDA to at least
The new range for 2021 adjusted EBITDA reflects a year-over-year increase of 32% to 36% above 2020, comprised of:
- 28% to 32% growth in adjusted EBITDA in the logistics segment
- 32% to 36% growth in adjusted EBITDA in the transportation segment
Provides Full Year 2022 Guidance for GXO
The company has issued the following full year preliminary 2022 guidance for GXO, the planned spin-off of its logistics segment, assuming a 2021 separation:
- Organic revenue growth of 8% to 12% above pro forma 2021
- Adjusted EBITDA of
$700 millionto $735 million, reflecting year-over-year growth of 14% to 20% above pro forma 2021
- Adjusted EBITDAR of approximately
Announces Investor Days
The company plans to hold an Investor Day to discuss the GXO spin-off on
The company has launched a new website that provides insight into GXO’s best-in-class capabilities by vertical and service offering. Investors, customers and the media can register for automatic updates on the latest GXO news and progress of the spin-off at gxo.com.
About the GXO Spin-Off
XPO expects to spin off its logistics segment in the third quarter of 2021 as GXO Logistics, creating two, pure-play industry powerhouses. The separation would create two independent public companies with distinct investment identities and service offerings in vast addressable markets. GXO would be the second largest contract logistics company in the world, and XPO would be a leading provider of transportation services, primarily less-than-truckload transportation and truck brokerage. Completion of the spin-off is subject to various conditions, and there can be no assurance that the transaction will occur or, if it does occur, of its terms or timing. For more information, visit gxo.com.
Non-GAAP Financial Measures
As required by the rules of the
XPO’s and GXO’s non-GAAP financial measures used in this release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) and adjusted earnings before interest, taxes, depreciation, amortization and rent expense (“adjusted EBITDAR”).
Adjusted EBITDA includes adjustments for transaction and integration, as well as restructuring costs 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, GXO’s and each business segment’s ongoing performance.
Adjusted EBITDAR excludes rent expense from Adjusted EBITDA and is useful to management and investors in evaluating GXO’s performance because adjusted EBITDAR considers the performance of GXO’s operations, excluding decisions made with respect to capital investment, financing and other non-recurring charges. Adjusted EBITDAR is also a measure commonly used by management, research analysts and investors to value companies in the logistics industry. Since adjusted EBITDAR excludes interest expense and rent expense, it allows management, research analysts and investors to compare the value of different companies without regard to differences in capital structures and leasing arrangements.
With respect to XPO’s full year 2021 financial targets for adjusted EBITDA and GXO’s full year 2022 financial targets for adjusted EBITDA and adjusted EBITDAR, 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.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding plans, benefits and timing of the contemplated spin-off transaction. 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 the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes 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
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.
Source: XPO Logistics, Inc.