RXO, Inc 10-Q for FY2025 Q1

RXO, Inc. (RXO)

10-Q 2025-05-07 For: 2025-03-31

Added on April 11, 2026

About this 10-Q

RXO, Inc filed this 10-Q on May 7, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.43B; up 57.0% from $913M a year earlier
Net loss: $31M; compared with a net loss of $15M a year earlier
Diluted EPS: -$0.18; compared with -$0.13 a year earlier

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Delaware			88-2183384
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11215 North Community House Road Charlotte, NC			28277

(Address of principal executive offices)			(Zip Code)


			Page No.
Part I—Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Comprehensive Loss			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Changes in Equity			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			20
Item 4. Controls and Procedures			20
Part II—Other Information
Item 1. Legal Proceedings			21
Item 1A. Risk Factors			21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			21
Item 3. Defaults Upon Senior Securities			21
Item 4. Mine Safety Disclosures			21
Item 5. Other Information			21
Item 6. Exhibits			22
Signatures			23


	March 31,		December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	16	$	35
Accounts receivable, net of $11 and $13 in allowances, respectively	1,150		1,227
Other current assets	89		77
Total current assets	1,255		1,339
Long-term assets
Property and equipment, net of $333 and $317 in accumulated depreciation, respectively	143		135
Operating lease assets	256		276
Goodwill	1,124		1,123
Identifiable intangible assets, net of $134 and $146 in accumulated amortization, respectively	484		499
Other long-term assets	42		42
Total long-term assets	2,049		2,075
Total assets	$	3,304	$	3,414
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	498	$	568
Accrued expenses	358		373
Short-term debt and current maturities of long-term debt	17		17
Short-term operating lease liabilities	80		81
Other current liabilities	11		26
Total current liabilities	964		1,065
Long-term liabilities
Long-term debt and obligations under finance leases	387		351
Deferred tax liabilities	77		88
Long-term operating lease liabilities	201		215
Other long-term liabilities	88		83
Total long-term liabilities	753		737
Commitments and Contingencies (Note 11)
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value; 300,000 shares authorized; 163,912 and 162,517 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	2		2
Additional paid-in capital	1,908		1,904
Accumulated deficit	(315)		(284)

Accumulated other comprehensive loss	(8)		(10)
Total equity	1,587		1,612
Total liabilities and equity	$	3,304	$	3,414


	Three Months Ended March 31,
(Dollars in millions, shares in thousands, except per share amounts)	2025		2024
Revenue	$	1,433	$	913
Cost of transportation and services (exclusive of depreciation and amortization)	1,153		699
Direct operating expense (exclusive of depreciation and amortization)	48		53
Sales, general and administrative expense	210		145
Depreciation and amortization expense	32		16
Transaction and integration costs	6		1
Restructuring costs	14		11
Operating loss	$	(30)	$	(12)
Other expense	—		1

Interest expense, net	9		8
Loss before income taxes	$	(39)	$	(21)
Income tax benefit	(8)		(6)
Net loss	$	(31)	$	(15)

Loss per share data
Basic	$	(0.18)	$	(0.13)
Diluted	$	(0.18)	$	(0.13)

Weighted-average common shares outstanding
Basic	168,023		117,217
Diluted	168,023		117,217


	Three Months Ended March 31,
(In millions)	2025		2024
Net loss	$	(31)	$	(15)

Other comprehensive income
Foreign currency translation gain	$	2	$	—
Other comprehensive income	2		—
Comprehensive loss	$	(29)	$	(15)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Common Stock
(Dollars in millions, shares in thousands)	Shares	Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2024	162,517	$	2	$	1,904	$	(284)	$	(10)	$	1,612
Net loss	—	—		—		(31)		—		(31)
Other comprehensive income	—	—		—		—		2		2
Stock compensation expense	—	—		7		—		—		7
Vesting of stock compensation awards	1,395	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards	—	—		(3)		—		—		(3)




Balance as of March 31, 2025	163,912	$	2	$	1,908	$	(315)	$	(8)	$	1,587


(In millions)
Cash and cash equivalents	$	19
Accounts receivable	394
Other current assets	35
Property and equipment	25
Identifiable intangible assets	459
Operating lease assets	85
Other long-term assets	25
Total assets	$	1,042

Accounts payable	$	(208)
Accrued expenses	(58)
Short-term operating lease liabilities	(19)

Deferred tax liabilities	(98)
Long-term operating lease liabilities	(65)
Other long-term liabilities	(40)
Total liabilities	$	(488)

Net assets acquired	$	554
Purchase price	$	1,048
Goodwill recorded	$	494


(In millions)	Fair Value		Weighted Average Useful Life (Years)
Customer relationships	$	444	15
Trademarks	15		4
Total	$	459	15


(In millions)	Three Months Ended March 31, 2024
Revenue	$	1,582
Loss before income taxes	(18)


(In millions)	March 31, 2025		December 31, 2024
Segment assets	$	3,233	$	3,345
Corporate assets	71		69
Total assets	$	3,304	$	3,414


			Three Months Ended March 31, 2025
(In millions)	Reserve Balance as of December 31, 2024		Charges Incurred		Payments		Reserve Balance as of March 31, 2025
Severance	$	5	$	8	$	(4)	$	9
Equipment and facilities	15		6		(2)		19

Total	$	20	$	14	$	(6)	$	28


(In millions)	Level	March 31, 2025		December 31, 2024
Revolver	3	$	35	$	—

7.50% Notes due 2027	1	366		365


	Three Months Ended March 31,				Percentage of Revenue
(In millions)	2025		2024		2025		2024
Revenue	$	1,433	$	913	100.0	%	100.0	%
Cost of transportation and services (exclusive of depreciation and amortization)	1,153		699		80.5	%	76.6	%
Direct operating expense (exclusive of depreciation and amortization)	48		53		3.3	%	5.8	%
Sales, general and administrative expense	210		145		14.7	%	15.9	%
Depreciation and amortization expense	32		16		2.2	%	1.8	%
Transaction and integration costs	6		1		0.4	%	0.1	%
Restructuring costs	14		11		1.0	%	1.2	%
Operating loss	$	(30)	$	(12)	(2.1)	%	(1.3)	%
Other expense	—		1		—	%	0.1	%
Interest expense, net	9		8		0.6	%	0.9	%
Loss before income taxes	$	(39)	$	(21)	(2.7)	%	(2.3)	%
Income tax benefit	(8)		(6)		(0.6)	%	(0.7)	%
Net loss	$	(31)	$	(15)	(2.2)	%	(1.6)	%


	Three Months Ended March 31,
(In millions)	2025		2024
Truck brokerage	$	1,067	$	564
Last mile	278		232
Managed transportation	137		152
Eliminations	(49)		(35)
Total	$	1,433	$	913


	Three Months Ended March 31,
(In millions)	2025		2024
Retail/e-commerce	$	531	$	347
Industrial/manufacturing	278		193
Food and beverage	233		103
Logistics and transportation	125		42
Automotive	96		101
Other	170		127
Total	$	1,433	$	913


Date: May 7, 2025		RXO, INC.

	By:	/s/ Drew M. Wilkerson
		Drew M. Wilkerson
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ James E. Harris
		James E. Harris
		Chief Financial Officer
		(Principal Financial Officer)


RXO Annual Incentive Plan
The RXO Annual Incentive Plan furthers our “Pay for Performance” philosophy on compensation and aligns short-term compensation plans of the business units/lines of business into one annual incentive plan. This document will cover the eligibility, metrics, and funding mechanism, as well as how individual performance influences the bonus decisions.
			Creation Date: Update Date: Distribution Date: Version Number:


Exhibit Number						Description

10.1 *+						Form of RXO, Inc. Annual Incentive Plan

31.1 *						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.

31.2 *						Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.

32.1 **						Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.

32.2 **						Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.

101.INS *						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH *						XBRL Taxonomy Extension Schema.

101.CAL *						XBRL Taxonomy Extension Calculation Linkbase.

101.DEF *						XBRL Taxonomy Extension Definition Linkbase.

101.LAB *						XBRL Taxonomy Extension Label Linkbase.

101.PRE *						XBRL Taxonomy Extension Presentation Linkbase.

104 *						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


1.	Table of Contents	2
2.	Overview	3
3.	Eligibility	4
4.	Plan Effective Date	4
5.	Plan Design	4
	5.1. Measures & Metrics for the Objective and Performance	4
	5.2. Weights Assigned to Performance Metrics	5
	5.3. Funding Scale*	6
	5.4. Bonus Calculation	6
	5.5. Award Computational Examples	7
	5.6. Payment Frequency	7
6.	Eligibility Criteria	7
	6.1. Requirement of Active Employment	7
	6.2. Exclusion Rules	7
	6.3. Employee Acknowledgment	7
	6.4. New Hires and Transfers In	7
	6.5. Change in Position	8
	6.6. Leaves of Absence	8
	6.7. Separation due to Retirement, Death or Disability	8
	6.8. Effect of Separation	9
	6.9. Clawback Policy	9
7.	Change Management	9
	7.1. Plan Communication	9
	7.2. Plan Errors and Overpayments	9
	7.3. Communicating Changes to the Plan	9
8.	Plan Terms and Conditions	10
	8.1. Management Discretion	10
	8.2. At-Will Employment	10
	8.3. Entire Understanding	10
	8.4. No Transfers, Assignments or Pledges	10
	8.5. No Trust / Separate Fund	10
	8.6. Plan Liability	10
	8.7. Single Plan Eligibility	11
	8.8. [Local Law Exceptions and Provisions]	11
9.	Abbreviations and Terminology	11
10.	Plan Creation, Review and Approval	12
	10.1. Plan Created By	12
	10.2. Plan Acknowledgment	12


Term			Definition
Adjusted EBITDA			Earnings Before Interest, Taxes, Depreciation and Amortization is an indicator of a company's profitability, calculated as earnings for the applicable period (quarter or full year) for the respective area (total RXO, line of business or business unit), before interest, taxes, depreciation and amortization expenses, in each case as determined in accordance with computations applied for internal monthly operating review reports. At management’s discretion, the Company may make adjustments in this calculation for: (i) any expenses that the Company determines are attributable to the business and that are borne by the Company and not by the business; and (ii) any such equitable adjustments as the Company in good faith determines appropriate (including without limitation, extraordinary gains and extraordinary losses, or costs related to acquired organizations) and (iii) other adjustments that management has determined are not reflective of core business operations (including but not limited to transaction and integration costs, restructuring costs and other adjustments as approved by management.
Adjusted Free Cash Flow Conversion			Adjusted Free Cash Flow Conversion is expressed as a percentage and represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow is reported in RXO’s quarterly earnings releases and is calculated by taking Adjusted EBITDA plus noncash expenses (such as stock compensation for example), less capital expenditures, plus/minus changes in working capital, less cash payments made on interest and taxes.