UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On August 9, 2021, GXO Logistics, Inc. posted supplemental and pro forma reconciliation information with respect to its historical financial results on its website at www.gxo.com. A copy of the supplemental and pro forma reconciliation is furnished herewith as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 99.1 | GXO Pro Forma Reconciliation | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 9, 2021 | GXO LOGISTICS, INC. | |
| By: | /s/ Baris Oran | |
| Baris Oran | ||
| Chief Financial Officer | ||
Exhibit 99.1
GXO Pro Forma Reconciliation August 9, 2021
Historical Pro Forma Reconciliation (a) refer to GXO's Form 10 and Form 10 - Q for further information on our historical and pro forma financial information (b) includes allocated depreciation expense from XPO Corporate (c) excludes impact of allocated interest, taxes, depreciation, amortization expense, transaction and integration costs, and res tructuring costs (d) estimated costs of operating GXO as a public standalone company and represents the midpoint of our estimated corporate co sts (in millions $USD) 1Q20 2Q20 3Q20 4Q20 FY20 1Q21 2Q21 1Q20 2Q20 3Q20 4Q20 FY20 1Q21 2Q21 Net Income (loss) attributable to GXO (11)$ (60)$ 23$ 33$ (15)$ 18$ 16$ (12)$ (65)$ 18$ 28$ (31)$ 14$ 11$ Noncontrolling interest 2 - 5 2 9 3 3 2 - 5 2 9 3 3 Net Income (loss) (9)$ (60)$ 28$ 35$ (6)$ 21$ 19$ (10)$ (65)$ 23$ 30$ (22)$ 17$ 14$ Interest expense 9 7 8 8 32 7 8 7 5 6 6 24 5 6 Income tax provision 8 (25) 19 13 15 11 2 6 (24) 20 14 16 9 1 Depreciation and amortization expense (b) 77 87 84 77 325 79 95 76 87 83 77 323 79 95 Transaction and integration cost 17 25 (2) 7 47 18 35 17 25 (2) 7 47 18 35 Restructuring costs - 25 - 4 29 4 (1) - 25 - 4 29 4 (1) Adjusted EBITDA (a) 102$ 59$ 137$ 144$ 442 140$ 158$ 96$ 53$ 130$ 138$ 417 132$ 150$ Allocated corporate expense (c) 19 25 26 9 79 16 13 Public company standalone cost (d) (16) (20) (21) (7) (64) (13) (10) Adjusted pro forma EBITDA 105$ 64$ 142$ 146$ 457$ 143$ 161$ Historical (a)Pro forma (a)
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 supplemental information to the most directly comparable measure under GAAP, which are set forth in the financial tables above. GXO Logistics, Inc.’s (“GXO”) non - GAAP financial measures for the year ended December 31, 2020 and the quarterly periods as pres ented in the financial tables above include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) and adjusted pro forma EBITDA. We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exc lud e items that may not be reflective of, or are unrelated to, GXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying busi nes ses. 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 fi nancial measures should only be used as supplemental measures of our operating performance. Adjusted EBITDA includes adjustments for depreciation and amortization, transaction and integration costs, as well as restruc tur ing costs and other adjustments as set forth in the financial tables above. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition, di ves titure 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 separating IT systems. Restructuring costs primarily relate to severance costs associated with business optimization initiatives. Adjusted pro forma EBITDA includes adjustments for allocated corporate expenses and public company standalone costs. Allocate d c orporate expenses are those expenses that were allocated to the Combined financial statements on a carve - out basis in accordance with U.S. GAAP. Public company standalone costs are estimated costs of operating GXO as a public standalone company following its spin - off from XPO Logistics, Inc. effective as of August 2, 2021 and represents the midpoint of our estimated corporate costs . Management uses these non - GAAP financial measures in making financial, operating and planning decisions and evaluating GXO’s ongoing performance.
