Quarterly report pursuant to Section 13 or 15(d)

Earnings (Loss) Per Share

v3.24.1.u1
Earnings (Loss) Per Share
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 15 – Earnings (Loss) Per Share

Basic earnings (loss) per share has been calculated by dividing net income (loss) attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding for the period. Diluted earnings (loss) per share of Class A common stock has been computed by dividing net income (loss) attributable to XPO Inc. by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

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 exists 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 (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 (loss) per share at the subsidiary level, the amounts presented as net income (loss) attributable to noncontrolling interests and net income (loss) attributable to XPO Inc. presented below will not agree to the amounts presented on the condensed consolidated statement of operations.

Diluted earnings (loss) per share attributable to common stockholders adjusts the basic earnings or losses per share attributable to common stockholders and the weighted average number of shares of Class A common stock outstanding to give effect to potentially dilutive securities. The potential dilutive impact of redeemable Convertible Preferred shares and Class B common stock is evaluated using the as-if-converted method. Weighted average shares of Class B common stock were 16,468 shares and 18,564 shares for the three months ended March 31, 2024 and 2023, respectively. The potentially dilutive impact of RSUs is calculated using the treasury stock method. Because the Company reported net losses for the periods 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 of Class A common stock:

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(4,356

)

 

$

(14,979

)

Less: net loss attributable to noncontrolling interests

 

 

4,939

 

 

 

24,588

 

Less: dividends on preferred shares

 

 

(1,863

)

 

 

(2,069

)

Less: deemed dividend

 

 

(8,106

)

 

 

(62,660

)

Add: deemed contribution from redemption of convertible preferred stock

 

 

 

 

 

12,679

 

Net loss attributable to XPO Inc. - basic and diluted

 

 

(9,386

)

 

 

(42,441

)

Denominator:

 

 

 

 

 

 

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

 

 

31,125

 

 

 

30,754

 

 

 

 

 

 

 

Net loss per share attributable to Class A common stock - basic

 

$

(0.30

)

 

$

(1.38

)

Net loss per share attributable to Class A common stock - diluted

 

$

(0.30

)

 

$

(1.38

)

 

 

 

 

 

 

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

 

 

 

 

 

 

Restricted stock units

 

 

1,291

 

 

 

1,781

 

Conversion of Class B common stock to Class A common stock

 

 

16,413

 

 

 

16,656

 

Convertible preferred stock

 

 

7,963

 

 

 

7,963

 

Treasury share options

 

 

75

 

 

 

75

 

Rumble contingent shares

 

 

2,024

 

 

 

2,024

 

Profits interests, time vesting

 

 

1

 

 

 

4