Annual report pursuant to Section 13 and 15(d)

Earnings (Loss) Per Share

v3.22.0.1
Earnings (Loss) Per Share
12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 14 – Earnings (Loss) Per Share

For the year ended December 31, 2021, basic net loss per share has been calculated by dividing net loss attributable to Class A common stockholders for the period subsequent to the Reorganization Transactions, by the weighted average number of shares of Class A common stock outstanding for the same period. Shares of Class A common stock are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been calculated in a manner consistent with that of basic net loss per share while considering all potentially dilutive shares of Class A common stock outstanding during the periods.

Because a portion of XPO Holdings is owned by parties other than the Company, those parties participate in earnings and losses at the XPO Holdings level. Additionally, given the organizational structure of XPO Inc, a parallel capital structure exists at XPO Holdings such that the shares of XPO Holdings are redeemable on a one-to-one basis with the XPO Inc. shares. In order to maintain the one-to-one ratio, the preferred stock issued at the XPO Inc. level also exist at the XPO Holdings level. The Company applies the two-class method to allocate undistributed earnings or losses of XPO Holdings, and in doing so, determines the portion of XPO Holdings’ income or loss that is attributable to the Company and accordingly reflected in income or loss available to common stockholders in the Company’s calculation of basic earnings or loss per share. Due to the attribution of only a portion of the preferred stock dividends issued by XPO Holdings to the Company in first determining basic earnings or loss per share at the subsidiary level, the amounts presented as net loss attributable to redeemable noncontrolling interests and net loss attributable to XPO Inc. presented below will not agree to the amounts presented on the consolidated statement of operations.

Diluted loss per share attributable to common stockholders adjusts the basic loss per share attributable to common stockholders and the weighted average number of shares of common stock outstanding for the potential dilutive impact of potential common stock. The potential dilutive impact of redeemable convertible preferred stock and Class B common stock is evaluated using the as-if-converted method. Because the Company reported net losses for the period presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of diluted net loss per share.

The following table presents the calculation of basic and diluted loss per share for the year ended December 31, 2021:

 

 

 

Year Ended
December 31, 2021

 

Numerator:

 

 

 

Net loss

 

$

(51,440

)

Less: net loss attributable to redeemable noncontrolling interests

 

 

78,417

 

Less: dividends on preferred shares

 

 

(5,742

)

Less: deemed dividend

 

 

(84,994

)

Net loss attributable to XPO Inc.

 

$

(63,759

)

Denominator:

 

 

 

Weighted average shares of Class A common stock outstanding - basic and diluted

 

 

22,402,703

 

 

 

 

 

Loss per share of Class A common stock - basic and diluted

 

$

(2.85

)

 

 

 

 

Anti-dilutive shares excluded from loss per share of Class A common stock:

 

 

 

Rumble Class A common stock

 

 

1,300,032

 

Contingent Rumble shares

 

 

2,024,445

 

Restricted stock units

 

 

1,122,877

 

Shares of Class B common stock

 

 

22,968,674

 

Convertible preferred stock

 

 

13,888,889

 

Profit interest units, time vesting

 

 

74,094

 

Profit interest units, performance vesting

 

 

1,934,547

 

Total shares excluded from loss per share of Class A common stock - diluted

 

 

43,313,558