XPO Logistics (XPO) 10-Q5 Nov 132013 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Nov. 01, 2013
Document And Entity Information [Abstract]	'	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'
Trading Symbol	'XPO	'
Entity Registrant Name	'XPO Logistics, Inc.	'
Entity Central Index Key	'0001166003	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	30,524,156

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$67,259	$252,293
Accounts receivable, net of allowances of $2,355 and $603, respectively	123,082	61,245
Prepaid expenses	3,435	1,555
Deferred tax asset, current	1,288	1,406
Income tax receivable	2,265	2,569
Other current assets	5,081	1,866
Total current assets	202,410	320,934
Property and equipment, net of $9,193 and $5,323 in accumulated depreciation, respectively	39,668	13,090
Goodwill	302,847	55,947
Identifiable intangible assets, net of $9,153 and $4,592 in accumulated amortization, respectively	154,026	22,473
Deferred tax asset, long-term	73	'
Other long-term assets	1,308	764
Total long-term assets	497,922	92,274
Total assets	700,332	413,208
Current liabilities:	'	'
Accounts payable	36,535	22,108
Accrued salaries and wages	8,598	3,516
Accrued expenses, other	33,356	21,123
Current maturities of notes payable and capital leases	723	491
Other current liabilities	5,106	1,789
Total current liabilities	84,318	49,027
Convertible senior notes	112,717	108,280
Notes payable and capital leases, net of current maturities	459	676
Deferred tax liability, long term	18,197	6,781
Other long-term liabilities	27,894	3,385
Total long-term liabilities	159,267	119,122
Stockholders' equity:	'	'
Preferred stock, $.001 par value; 10,000,000 shares; 74,225 shares issued and outstanding	42,765	42,794
Common stock, $.001 par value; 150,000,000 shares authorized; 29,960,689 and 18,002,985 shares issued, respectively; and 29,915,689 and 17,957,985 shares outstanding, respectively	29	18
Additional paid-in capital	514,508	262,641
Treasury stock, at cost, 45,000 shares held	-107	-107
Accumulated deficit	-100,448	-60,287
Total stockholders' equity	456,747	245,059
Total liabilities and stockholders' equity	$700,332	$413,208

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]	'	'
Accounts receivable, allowances	$2,355	$603
Property and equipment, accumulated depreciation	9,193	5,323
Identifiable intangible assets, accumulated amortization	$9,153	$4,592
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	74,225	74,225
Preferred stock, shares outstanding	74,225	74,225
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	29,960,689	18,002,985
Common stock, shares outstanding	29,915,689	17,957,985
Treasury stock, shares	45,000	45,000

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]	'	'	'	'
Revenue	$193,982	$70,988	$445,071	$170,088
Expenses	'	'	'	'
Direct expense	159,147	61,064	374,636	144,925
Gross margin	34,835	9,924	70,435	25,163
Sales general and administrative expense	53,254	19,204	114,236	42,035
Operating loss	-18,419	-9,280	-43,801	-16,872
Other expense	235	314	294	319
Interest expense	6,415	15	12,585	30
Loss before income tax provision	-25,069	-9,609	-56,680	-17,221
Income tax benefit	-19,044	-6,460	-18,748	-6,201
Net loss	-6,025	-3,149	-37,932	-11,020
Cumulative preferred dividends	-743	-750	-2,229	-2,250
Net loss available to common shareholders	($6,768)	($3,899)	($40,161)	($13,270)
Basic loss per share	'	'	'	'
Net loss	($0.28)	($0.22)	($1.99)	($0.89)
Diluted loss per share	'	'	'	'
Net loss	($0.28)	($0.22)	($1.99)	($0.89)
Weighted average common shares outstanding	'	'	'	'
Basic weighted average common shares outstanding	24,221,987	17,663,403	20,167,436	14,952,059
Diluted weighted average common shares outstanding	24,222,000	17,663,000	20,167,000	14,952,000

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Operating activities	'	'
Net loss	($37,932)	($11,020)
Adjustments to reconcile net loss to net cash from operating activities	'	'
Provisions for allowance for doubtful accounts	1,855	645
Depreciation and amortization	11,743	1,462
Stock compensation expense	3,374	3,485
Accretion of debt	4,437	'
Other	-201	-8
Changes in assets and liabilities, net of effects of acquisitions:	'	'
Account receivable	-28,096	-8,078
Deferred tax expense	-18,882	-4,276
Income tax receivable	-662	-1,824
Prepaid expense and other current assets	-2,373	-436
Other long-term assets	-97	12
Accounts payable	-6,137	-3,136
Accrued expenses and other liabilities	11,426	6,255
Cash flows used by operating activities	-61,545	-16,919
Investing activities	'	'
Acquisition of businesses, net of cash acquired	-352,266	-7,011
Proceeds from sale of business interests	125	'
Payment for purchases of property and equipment	-6,535	-3,986
Cash flows used by investing activities	-358,676	-10,997
Financing activities	'	'
Credit line, net activity	-115	-2,178
Proceeds from issuance of convertible senior notes, net	'	120,287
Payments of notes payable and capital leases	-239	-2,089
Payment of acquisition earn-out	-305	-450
Proceeds from stock offering, net	239,660	136,961
Proceeds from exercise of options, net	'	131
Payments of tax withholdings for restricted shares	-1,585	'
Dividends paid to preferred stockholders	-2,229	-2,250
Cash flows provided by financing activities	235,187	250,412
Net (decrease)/increase in cash	-185,034	222,496
Cash and cash equivalents, beginning of period	252,293	74,007
Cash and cash equivalents, end of period	67,259	296,503
Supplemental disclosure of cash flows information:	'	'
Cash paid during the period for interest	6,611	29
Cash paid during the period for income taxes	907	244
Equity portion of acquisition purchase price	$10,446	'

Condensed_Consolidated_Stateme2

Condensed Consolidated Statements of Changes in Stockholders' Equity (USD $)	Total	Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Paid-In Capital [Member]	Accumulated Deficit [Member]
In Thousands, except Share data	Total	Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Paid-In Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2012	$245,059	$42,794	$18	($107)	$262,641	($60,287)
Balance (in shares) at Dec. 31, 2012	'	74,000	18,003,000	-45,000	'	'
Net loss	-37,932	'	'	'	'	-37,932
Issuance of common stock for exercises, net of withholdings	-1,617	-29	'	'	-1,588	'
Issuance of common stock for exercise net of withholdings, shares	'	'	193,000	'	'	'
Proceeds from common stock offering, net of issuance costs	239,671	'	11	'	239,660	'
Proceeds from common stock offering, net of issuance costs, Shares	'	'	11,148,000	'	'	'
Issuance of common stock for acquisitions	10,445	'	'	'	10,445	'
Issuance of common stock for acquisition, shares	'	'	617,000	'	'	'
Sale of business interest	-24	'	'	'	-24	'
Dividend paid	-2,229	'	'	'	'	-2,229
Stock compensation expense	3,374	'	'	'	3,374	'
Balance at Sep. 30, 2013	$456,747	$42,765	$29	($107)	$514,508	($100,448)
Balance (in shares) at Sep. 30, 2013	'	74,000	29,961,000	-45,000	'	'

Organization

Organization	9 Months Ended
Organization	Sep. 30, 2013
Accounting Policies [Abstract]	'
Organization	'
	1. Organization
	Nature of Business
	XPO Logistics, Inc. (the “Company”) provides premium transportation and logistics services to thousands of customers through its three segments:
	Freight Brokerage—provides truckload brokerage transportation and last mile delivery logistics services throughout North America. Freight brokerage services are arranged using relationships with sub-contracted motor and rail carriers as well as vehicles that are owned and operated by independent contract drivers.
	Expedited Transportation—provides time-critical expedited transportation. Expedited Transportation ground services are provided through a fleet of exclusive use vehicles that are owned and operated by independent contract drivers, whom it refers to as owner operators, and through contracted third-party motor carriers. For this segment’s air charter brokerage operations, service is arranged using relationships with third-party air carriers.
	Freight Forwarding—provides freight forwarding services under the brand XPO Global Logistics (formerly known as Concert Group Logistics or CGL). Freight forwarding transportation services are sold and arranged under the authority of XPO Global Logistics through independently-owned stations and company-owned branches located across the United States and Canada.
	The use of non-owned resources to provide services minimizes the amount of capital investment required and is often described with the terms “non-asset” or “asset-light.”
	For specific financial information relating to the above segments, refer to Note 12—Reportable Segments.

Basis_of_Presentation_and_Sign

Basis of Presentation and Significant Accounting Policies	9 Months Ended
Basis of Presentation and Significant Accounting Policies	Sep. 30, 2013
Accounting Policies [Abstract]	'
Basis of Presentation and Significant Accounting Policies	'
	2. Basis of Presentation and Significant Accounting Policies

	Basis of Presentation

	The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading.

	These unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2013 and December 31, 2012, and results of operations for the three- and nine-month periods ended September 30, 2013 and 2012. The preparation of the condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ materially from those estimates.

	These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2012 that are set forth in the Company’s Annual Report on Form 10-K, a copy of which is available on the SEC’s website (www.sec.gov). Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.

	Use of Estimates

	The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, accrued revenue, purchased transportation, recoverability of long-lived assets, accrual of acquisition earn-outs, estimated legal accruals, valuation allowances for deferred taxes, reserve for uncertain tax positions, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the audit committee of the Company’s board of directors, are reasonable; however, actual results could differ from these estimates.



	Significant Accounting Policies

	Revenue Recognition

	The Company recognizes revenue at the point in time when delivery is completed on the freight shipments it handles, with related costs of delivery being accrued as incurred and expensed within the same period in which the associated revenue is recognized. The Company uses the following supporting criteria to determine that revenue has been earned and should be recognized:



		•		Persuasive evidence of an arrangement exists;


		•		Services have been rendered;


		•		The sales price is fixed and determinable; and


		•		Collectability is reasonably assured.
	The Company reports revenue on a gross basis in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 605, “Reporting Revenue Gross as Principal Versus Net as an Agent”. The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors:



		•		The Company is the primary obligor and is responsible for providing the service desired by the customer.


		•		The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, and tracing shipments in transit).


		•		For Expedited Transportation and Freight Brokerage, the Company has complete discretion to select its drivers, contractors or other transportation providers (collectively, “service providers”). For Freight Forwarding, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in approving all service providers that can be used by Freight Forwarding’s independently-owned stations. Independently-owned stations may further negotiate the cost of services with Freight Forwarding-approved service providers for individual customer shipments.


		•		Expedited Transportation and Freight Brokerage have complete discretion to establish sales prices. Independently-owned stations within Freight Forwarding have the discretion to establish sales prices.


		•		The Company bears credit risk for all receivables. In the case of Freight Forwarding the independently-owned stations reimburse Freight Forwarding for a portion (typically 70-80%) of credit losses. Freight Forwarding retains the risk that the independent station owners will not meet this obligation.
	The Company’s Freight Forwarding segment collects on behalf of its customers certain taxes and duties as a complimentary service for international shipments. The Company’s accounting policy is to present these collections on a gross basis. The Company recognized $1.1 million and $0.7 million of such revenue for the three-month periods ended September 30, 2013 and 2012, respectively, and $3.4 million and $2.1 million of such revenue for the nine-month periods ended September 30, 2013 and 2012, respectively.

	Cash and cash equivalents

	The Company considers all highly liquid investments with an original maturity of three months or less as of the date of purchase to be cash equivalents unless the investments are legally or contractually restricted for more than three months. With the acquisition of 3PD Holding, Inc. (“3PD”) in August 2013, the Company acquired $1.7 million of restricted cash related to 3PD’s captive insurance entity, which is included in the cash and cash equivalents balance.

	Income Taxes

	Taxes on income are provided in accordance with ASC Topic 740, “Income Taxes”. Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax basis of particular assets and liabilities, and the tax effects of net operating loss and capital loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized as income or expense in the period that included the enactment date. A valuation allowance is provided to offset the net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management periodically assesses the likelihood that the Company will utilize its existing deferred tax assets and records a valuation allowance for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.



Accounting for uncertainty in income taxes is determined based on ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. For additional information refer to Note 10—Income Taxes.

Goodwill and Intangible Assets with Indefinite Lives

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Intangible assets with indefinite lives consist of the Express-1, Inc. trade name. The Company follows the provisions of ASC Topic 350, “Intangibles—Goodwill and Other”,which requires an annual impairment test for goodwill and intangible assets with indefinite lives. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill and intangible assets impairment. For the goodwill that was the result of current year acquisitions, the Company chose to perform a qualitative evaluation. If the Company determined a quantitative evaluation was necessary, the goodwill at the reporting unit was subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the goodwill may have occurred before that time. For the periods presented, the Company did not recognize any goodwill impairment as the estimated fair value of its reporting units with goodwill exceeded the book value of these reporting units. For additional information refer to Note 6—Goodwill.

The fair values of purchased intangible assets with indefinite lives, primarily trade names, are estimated and compared to their carrying values. The Company estimates the fair value of these intangible assets based on an income approach using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates for this category of intellectual property, discount rates and other variables. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the intangible asset is less than the carrying value. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the intangible assets with indefinite lives may have occurred before that time. For the periods presented, the Company did not recognize any impairment of intangible assets with indefinite lives as the estimated fair value of its intangible assets with indefinite lives exceeded the book value of these reporting units; however, during the quarter ended September 30, 2013, the Company rebranded its freight forwarding business to XPO Global Logistics from Concert Group Logistics, Inc. As a result of this action, the Company accelerated the amortization of $3.1 million in indefinite-lived intangible assets related to the CGL trade name based on the reduction in remaining useful life. The $3.1 million of accelerated amortization represented the full value of the CGL trade name intangible assets.

Identifiable Intangible Assets

The Company follows the provisions of ASC Topic 360, “Property, Plant and Equipment”, which establishes accounting standards for the impairment of long-lived assets such as property, plant and equipment and intangible assets subject to amortization. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. During the nine-month periods ended September 30, 2013 and 2012, there was no impairment of the identified intangible assets.

The Company’s intangible assets subject to amortization consist of customer relationships, non-compete agreements, carrier relationships and other intangibles that are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of the respective intangible assets range from three months to 12 years.



The following table sets forth the Company’s identifiable intangible assets as of September 30, 2013 and December 31, 2012 (in thousands):




		September 30,			December 31,
		2013			2012
Indefinite Lived Intangibles
Trade Name		$	3,346		$	6,416

Definite Lived Intangibles:
Customer lists and relationships			132,859			14,281
Carrier relationships			12,100			—
Trade name			7,010			1,246
Non-compete agreeements			5,693			3,050
Other intangible assets			2,171			2,072

			159,833			20,649
Less: acccumulated amortization			(9,153	)		(4,592	)

Intangible assets, net		$	150,680		$	16,057

Total Identifiable Intangibles		$	154,026		$	22,473

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:




(in thousands)		2013			2014			2015		2016		2017
Estimated future amortization expense		$	5,185		$	20,632		$	18,273	$	14,487	$	12,911
Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Other Long-Term Assets

Other long-term assets consist primarily of balances representing various deposits, and notes receivable from various XPO Global Logistics independent station owners. Also included within this account classification are incentive payments to independent station owners within the XPO Global Logistics network. These payments are made by XPO Global Logistics to certain station owners as an incentive to establish an independently-owned station. These amounts are amortized over the life of each independent station contract and the unamortized portion generally is recoverable in the event of default under the terms of the agreements.

Foreign Currency Translation

Exchange gains or losses incurred on transactions conducted by business units in a currency other than the business units’ functional currency are normally reflected in cost of sales in the condensed consolidated statements of operations. Assets and liabilities of XPO Logistics Canada, which has the U.S. dollar as its functional currency (but which maintains its accounting records in Canadian currency) has their values remeasured into U.S. dollars at period-end exchange rates, except for non-monetary items for which historical rates are used. Exchange gains or losses are not material to the condensed consolidated statements of operations for the periods presented. 3PD Canada, which has the Canadian dollar as its functional currency, has its revenues and expenses translated into U.S. dollars using weighted average exchange rates while assets and liabilities are translated into U.S. dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are included in stockholders’ equity.

Foreign Currency Hedging and Derivative Financial Instruments

The Company enters into derivative contracts to protect against fluctuations in currency exchange rates from time to time. These contracts are for expected future cash flows and not for speculative purposes. The Company reflects changes in fair value of these contracts in the condensed consolidated statements of operations. In accordance with FASB ASC Topic 815 “Derivatives and Hedging”, the Company does not apply hedge accounting to its derivative contracts.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:



	•		Level 1—Quoted prices for identical instruments in active markets;


	•		Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and


	•		Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.


The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands):




		Fair Value Measurements as of September 30, 2013
		Total			Level 1			Level 2		Level 3
Assets:
Money market funds		$	52,094		$	52,094		$	—	$	—
Liabilities:
Contingent consideration obligations		$	45		$	—		$	—	$	45

		Fair Value Measurements as of December 31, 2012
		Total			Level 1			Level 2		Level 3
Assets:
Money market funds		$	239,443		$	239,443		$	—	$	—
Liabilities:
Contingent consideration obligations		$	392		$	—		$	—	$	392
Estimated Fair Value of Financial Instruments

The aggregate net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of the periods ended September 30, 2013 and December 31, 2012. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, notes payable and short-term borrowings. Fair values approximate carrying values for these financial instruments since they are short-term in nature and they are receivable or payable on demand. The fair value of the Freight Forwarding notes receivable from the owners of the independently-owned stations approximated their respective carrying values based on the interest rates associated with these instruments.

As of September 30, 2013, the Company had outstanding $143.8 million of 4.50% Convertible Senior Notes due October 1, 2017, which the Company is obligated to repay at face value unless the holder agrees to a lesser amount or elects to convert all or a portion of such notes into the Company’s common stock. The convertible senior notes were allocated to long-term debt and equity in the amounts of $106.8 million and $31.7 million, respectively. These amounts are net of debt issuance costs of $4.1 million for debt and $1.2 million for equity. Holders of the convertible senior notes are due interest semiannually in arrears on April 1 and October 1 of each year. Payments began on April 1, 2013. The conversion rate was initially 60.8467 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $16.43 per share of common stock) and is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The fair value of the convertible senior notes was $209.0 million as of September 30, 2013. The convertible senior notes contain an optional redemption right in favor of the Company, although it is the Company’s present intent not to exercise such redemption right. Accordingly, the fair value of the bifurcated coupon make-whole premium that would be payable to holders in the event of a redemption has been valued at $0.0 million. For additional information refer toNote 5—Debt.

Stock-Based Compensation

The Company accounts for share-based compensation based on the equity instrument’s grant date fair value in accordance with ASC Topic 718, “Compensation—Stock Compensation”. The fair value of each share-based payment award is established on the date of grant. For grants of restricted stock units, including those subject to service-based vesting conditions and those subject to service and performance or market-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of options, the Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

The weighted-average fair value of each stock option recorded in expense for the nine-month periods ended September 30, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option pricing model and is amortized over the requisite service period of the option. The Company has used one grouping for the assumptions, as its option grants have similar characteristics. The expected term of options granted has been derived based upon the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. Historical data was also used to estimate option exercises and employee terminations. Estimated volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the expected dividend yield is zero. For additional information refer to Note 8—Stock-Based Compensation.



Earnings per Share

Earnings per common share are computed in accordance with ASC Topic 260, “Earnings per Share”, which requires companies to present basic earnings per share and diluted earnings per share. For additional information refer to Note 9—Earnings per Share.

Internal Use Software

The Company has adopted the provisions of ASC Topic 350, “Intangibles—Goodwill and Other”. Accordingly, certain costs incurred in the planning and evaluation stage of internal use computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal use software totaled $19.4 million as of September 30, 2013 and $1.2 million as of December 31, 2012. Capitalized internal use software costs are amortized over the expected economic lives of three to five years using the straight-line method.

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions, and other factors that may affect customers’ ability to pay.

Please also refer to Note 2 of the “Notes to Consolidated Financial Statements” in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 for a more complete discussion of the Company’s significant accounting policies.

Other Long Term Liabilities

Other long-term liabilities consist primarily of the holdback of a portion of the purchase price for resolution of certain indemnifiable matters related to the acquisition of 3PD and deferred rent liabilities. The holdback will be used to fund the cost of litigation, including settlements and judgments, for certain lawsuits pending against 3PD regarding the alleged misclassification of independent contractors, with the remainder to be paid to the former owners following satisfaction of all claims. Upon the final resolution of certain of those lawsuits, designated amounts of the holdback either will be paid to the former owners of 3PD or retained by the Company, depending on the nature of the resolution. For additional information, refer to the Litigation subsection of Note 4—Commitments and Contingencies. The following table outlines the Company’s other long term liabilities as of September 30, 2013 and December 31, 2012 (in thousands):




		As of September 30, 2013			As of December 31, 2012
Holdback for resolution of certain indemnifiable matters		$	22,500		$	—
Long term portion of deferred rent liability			3,713			2,292
Liability for uncertain tax positions			1,123			462
Acquisition lease liability			245			280
Long term portion of vacant rent liability			239			164
Other			74			187

Total Other Long Term Liabilities		$	27,894		$	3,385

Acquisitions

Acquisitions	9 Months Ended
Acquisitions	Sep. 30, 2013
Business Combinations [Abstract]	'
Acquisitions	'
	3. Acquisitions
	2013 Acquisitions
	3PD
	On July 12, 2013, the Company entered into a Stock Purchase Agreement with 3PD Holding, Inc., Logistics Holding Company Limited, Mr. Karl Meyer, Karl Frederick Meyer 2008 Irrevocable Trust II, Mr. Randall Meyer, Mr. Daron Pair and Mr. James J. Martell (the “3PD Stock Purchase Agreement”) to acquire all of the outstanding capital stock of 3PD (the “3PD Transaction”). 3PD is a non-asset, third party provider of heavy goods, last-mile logistics in North America. The closing of the transaction occurred on August 15, 2013. The fair value of the total consideration paid under the Stock Purchase Agreement was approximately $364.3 million, paid in cash, deferred payments (including an escrow), and $7.4 million of restricted shares of the Company’s common stock. The final working capital adjustment in connection with this acquisition has been finalized, and as a result, the cash consideration increased by $1.2 million.
	The 3PD acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of August 15, 2013, with the remaining unallocated purchase price recorded as goodwill. The following table outlines the Company’s consideration transferred and the identifiable net assets acquired at their estimated fair value as of August 15, 2013 (in thousands).


	Consideration	$	364,329

	Less: Net Assets Acquired		19,974
	Intangibles Acquired:
	Less: Fair value of Trademarks/Tradenames		5,900
	Less: Fair value of Non-Compete Agreements		1,550
	Less: Fair value of Customer Relationships		110,600
	Less: Fair value of Carrier Relationships		12,100
	Less: Fair value of Acquired Technology		18,000
	Plus: Net deferred tax liability on fair value adjustments		(36,294	)

	Goodwill	$	232,499

	As of September 30, 2013, the purchase price allocation is considered final except for any fair value adjustments for acquired tax liabilities and intangible assets. All goodwill recorded related to the acquisition relates to the Freight Brokerage segment. The carryover of the tax basis in goodwill is deductible for income tax purposes while the step-up in goodwill as a result of the acquisition is non-deductible for income tax purposes.
	The following unaudited pro forma consolidated results of operations for the nine-month periods ended September 30, 2013 and 2012 present consolidated information of the Company as if the 3PD acquisition had occurred as of January 1, 2012 (in thousands):


		Pro Forma			Pro Forma
		Nine			Nine
		Months			Months
		Ended			Ended
		September 30,			September 30,
		2013			2012
	Revenue	$	659,528		$	549,356
	Operating Loss	$	(46,116	)	$	(41,854	)
	Net Loss	$	(44,664	)	$	(31,672	)
	Loss per common share
	Basic	$	(1.51	)	$	(1.07	)
	Diluted	$	(1.51	)	$	(1.07	)
	The unaudited pro forma consolidated results for the nine-month periods were prepared using the acquisition method of accounting and are based on the historical financial information of 3PD, Turbo (as defined below), Kelron (as defined below) and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions pursuant to SEC regulations since January 1, 2012. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2012.
	In connection with the 3PD Transaction, each member of the 3PD senior management team signed an employment agreement with the Company that became effective upon completion of the acquisition. Additionally, in order to incentivize 3PD’s management, the Company granted the 3PD management team time- and performance-based restricted stock unit (“RSU”) awards under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan. Pursuant to the RSU award agreements, members of the 3PD management team are eligible to earn up to 600,000 RSUs in the aggregate, of which 150,000 will vest based on the passage of time and 450,000 will vest based on the achievement of certain goals with respect to 3PD’s financial performance during 2016 and 2017 as part of the combined company. The vesting of all such RSUs also are subject to the price of the Company’s common stock exceeding $32.50 per share for a designated period of time and continued employment at the Company by the grantee as of the vesting date.
	Interide Logistics
	On May 6, 2013, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Interide Logistics, LC (“Interide”) for $3.1 million in cash consideration and 36,878 restricted shares of the Company’s common stock with a value of $0.6 million, excluding any working capital adjustments, with no assumption of debt. Interide is a non-asset, third-party transportation logistics service provider focusing on freight brokerage with offices in Salt Lake City, UT, Louisville, KY and St. Paul, MN.

	The Interide acquisition was accounted for as a purchase business combination in accordance with ASC Topic 805 “Business Combinations”. Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of May 6, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $3.2 million and intangible assets of $1.7 million. The working capital adjustments in connection with this acquisition are being finalized, although the Company does not expect there to be a material change in the purchase price as a result.
	Covered Logistics & Transportation
	On February 26, 2013, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Covered Logistics & Transportation LLC (“Covered”) for $8.0 million in cash consideration and 173,712 restricted shares of the Company’s common stock with a value of $3.0 million, excluding any working capital adjustments, with no assumption of debt. Covered is a non-asset, third-party transportation logistics service provider focusing on freight brokerage with offices in Lake Forest, IL and Dallas, TX.
	The Covered acquisition was accounted for as a purchase business combination in accordance with ASC Topic 805 “Business Combinations”. Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of February 26, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $7.2 million and intangible assets of $2.8 million. The working capital adjustments in connection with this acquisition are being finalized, although the Company does not expect there to be a material change in the purchase price as a result.
	East Coast Air Charter
	On February 8, 2013, pursuant to an asset purchase agreement, the Company purchased substantially all of the operating assets of East Coast Air Charter, Inc. and 9-1-1 Air Charter LLC (together, “ECAC” or “East Coast Air Charter”) for total cash consideration of $9.3 million, excluding any working capital adjustments, with no assumption of debt. ECAC is a non-asset, third party logistics service provider specializing in expedited air charter brokerage in Statesville, NC.
	The ECAC acquisition was accounted for as a purchase business combination in accordance with ASC Topic 805 “Business Combinations”. Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of February 8, 2013 with the remaining unallocated purchase price recorded as goodwill. As a result of the acquisition, the Company recorded goodwill of $3.8 million and intangible assets of $4.8 million. The working capital adjustments in connection with this acquisition have been finalized and there was no material change in the purchase price as a result.
	2012 Acquisitions
	Turbo Logistics
	On October 24, 2012, pursuant to an asset purchase agreement, the Company purchased substantially all of the assets of Turbo Logistics, Inc. and Turbo Dedicated, Inc. (collectively, “Turbo”) for total cash consideration of $50.1 million, excluding any working capital adjustments, with no assumption of debt. As a result of the final working capital adjustment, the cash consideration was reduced by $0.2 million.
	Kelron Logistics
	On August 3, 2012, the Company purchased all of the outstanding capital stock of Kelron Corporate Services Inc. and certain related entities (collectively, “Kelron”), a non-asset, third-party logistics business based in Canada. The purchase price was $8.0 million, including $2.6 million of consideration for the outstanding stock and $5.4 million of assumed debt and liabilities. The working capital adjustments in connection with this acquisition have been finalized and there was no material change in the purchase price as a result.
	All goodwill recorded related to the acquisition relates to the Freight Brokerage segment and is not deductible for Canadian income tax purposes.
	In conjunction with the acquisition, the Company issued notes payable to the sellers totaling $1.0 million. The notes do not bear any interest. The notes were treated as consideration transferred as part of the acquisition and are payable in equal quarterly installments on November 3, February 3, May 3 and August 3 of each year with the final installment to be due and payable on August 3, 2015. The Company used an imputed interest rate of 4.53% to determine the appropriate discount to apply to the notes. The carrying value of the notes payable at September 30, 2013 was $0.7 million.

	Continental Freight Services
	On May 8, 2012, the Company purchased all of the outstanding capital stock of Continental Freight Services, Inc. (“Continental”) and all of the membership interests in G & W Tanks, LLC. The cash purchase price was $3.5 million, excluding any working capital adjustments and a potential earn-out of up to $0.3 million. The acquisition of Continental included a contingent consideration arrangement that requires additional consideration to be paid by the Company to Continental’s former owners based on the adjusted gross profit of Continental during the twelve month period commencing June 1, 2012. Continental’s gross profit during the contingent consideration measurement period was sufficient to receive the full earn-out of $0.3 million which was paid in full during August 2013.

Commitments_and_Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2013
Commitments And Contingencies Disclosure [Abstract]	'
Commitments and Contingencies	'
	4. Commitments and Contingencies
	Lease Commitments
	As of September 30, 2013, the Company had approximately $39.0 million in future minimum payments required under operating leases for various real estate, transportation and office equipment leases that have an initial or remaining non-cancelable lease term. Remaining future minimum payments related to these operating leases amount to approximately $2.2 million, $8.2 million, $7.6 million, $6.9 million, and $14.1 million for the periods ending December 31, 2013, 2014, 2015, 2016, and 2017 and thereafter, respectively.
	Rent expense was approximately $2.7 million and $0.5 million for the three-month periods ended September 30, 2013 and 2012, respectively, and $4.6 million and $1.1 million for the nine-month periods ended September 30, 2013 and 2012, respectively.
	Litigation
	The Company is involved in litigation in the Fourth Judicial District Court of Hennepin County, Minnesota relating to its hiring of former employees of C.H. Robinson Worldwide, Inc. (“CHR”). In the litigation, CHR asserts claims for breach of contract, breach of fiduciary duty and duty of loyalty, tortious interference with contractual relationships and prospective contractual relationships, misappropriation of trade secrets, violation of the federal Computer Fraud and Abuse Act, inducing, aiding and abetting breaches, and conspiracy. CHR seeks temporary, preliminary and permanent injunctions, as well as direct and consequential damages and attorneys’ fees. CHR has asserted that it may seek punitive damages as well. On January 17, 2013, the Court issued an Order Regarding Motion for Temporary Injunction (the “Order”). The Order (as amended on April 16, 2013) prohibits the Company from engaging in business with certain CHR customers within a specified radius of Phoenix, AZ, until July 1, 2014. On February 7, 2013, CHR filed a First Amended Complaint. On April 11, 2013, the Company moved to dismiss the new claims asserted in that First Amended Complaint and moved to stay discovery pending the Court’s resolution of the motion to dismiss. On August 29, 2013, the Court granted in part and denied in part the motion to dismiss and denied as moot the motion to stay discovery. On September 23, 2013, the Company filed its Answer to the First Amended Complaint and asserted counterclaims against CHR for violations of the Minnesota Antitrust, Unlawful Trade Practices, and Deceptive Trade Practices Act, as well as tortious interference with contractual relations and prospective contractual relations. The Company intends to vigorously defend the action in court. The outcome of this litigation is uncertain and could have a material adverse effect on the Company’s business and results of operations.
	The Company’s subsidiary, 3PD, is a defendant in a number of class action and individual lawsuits alleging improper classification of contract carriers as independent contractors rather than employees, among other claims, and seeking damages primarily under varying state laws for alleged improper deductions from wages. Pursuant to the purchase agreement by which the Company acquired 3PD, the former owners of 3PD have agreed to indemnify the Company for costs and liabilities related to such class action and individual lawsuits, subject to certain limits. Additionally, the Company is a party to a variety of other legal actions, both as a plaintiff and as a defendant, that arose in the ordinary course of business, and may in the future become involved in other legal actions. The Company does not currently expect any of these matters or these matters in the aggregate to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters, or the Company’s failure to recover, in full or part, under the indemnity provisions noted above with respect to 3PD, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
	The Company carries liability and excess umbrella insurance policies that it deems sufficient to cover potential legal claims arising in the normal course of conducting its operations as a transportation company. In the event the Company is required to satisfy a legal claim in excess of the coverage provided by this insurance, the Company’s financial condition, results of operations or cash flows could be negatively impacted.

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Debt	'
	5. Debt
	Long-Term Debt and Capital Leases
	The Company uses financing for acquisitions and business start-ups, among other things. The Company also enters into long-term debt and capital leases with various third parties from time to time to finance certain operational equipment and other assets used in its business operations. Generally, these loans and capital leases bear interest at market rates, and are collateralized with accounts receivable, equipment and certain other assets of the Company.

	On September 26, 2012, the Company completed the registered underwritten public offering of 4.50% Convertible Senior Notes due October 1, 2017, in an aggregate principal amount of $125.0 million. The convertible senior notes were allocated to long-term debt and equity in the amounts of $92.8 million and $27.5 million, respectively. These amounts are net of debt issuance costs of $3.6 million for debt and $1.1 million for equity. On October 17, 2012, as part of the underwritten registered public offering on September 26, 2012 of the 4.50% convertible senior notes due October 1, 2017, the underwriters exercised the overallotment option to purchase $18.8 million additional principal amount of the convertible senior notes. The Company received approximately $18.2 million in net proceeds after underwriting discounts, commissions and expenses were paid. The overallotment option was allocated to long-term debt and equity in the amounts of $14.0 million and $4.2 million, respectively. These amounts are net of debt issuance costs of $0.5 million for debt and $0.1 million for equity. Interest is payable on the notes on April 1 and October 1 of each year, beginning on April 1, 2013.
	Under certain circumstances at the election of the holder, the convertible senior notes may be converted until the close of business on the business day immediately preceding April 1, 2017, into cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, at the initial conversion rate of approximately 60.8467 shares of common stock per $1,000 in principal amount, which is equivalent to an initial conversion price of approximately $16.43 per share. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its convertible senior notes in connection with such corporate event in certain circumstances. On or after April 1, 2017, until the close of business on the business day immediately preceding the maturity date, holders may convert their convertible senior notes at any time.
	The convertible senior notes may be redeemed by the Company on or after October 1, 2015 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The Company may redeem the convertible senior notes in whole but not in part, at a redemption price in cash equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, but excluding, the redemption date, plus a make-whole premium payment. The “make whole premium” payment or delivery will be made, as the case may be, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, equal to the present values of the remaining scheduled payments of interest on the convertible senior notes to be redeemed through October 1, 2017 (excluding interest accrued to, but excluding, the redemption date), computed using a discount rate equal to 4.5%. The make-whole premium is paid to holders whether or not they convert the convertible senior notes following the Company’s issuance of a redemption notice.
	For accounting purposes, the Company’s redemption feature in the convertible senior notes is an embedded derivative that is not clearly and closely related to the convertible senior notes. Consequently, it was initially bifurcated from the indenture and separately recorded at its fair value as a liability with subsequent changes in fair value to be recorded through earnings. As of September 30, 2013, the fair value of the embedded redemption feature was $0.0 million as management has determined it is not the Company’s intent to exercise its redemption feature.

	The following table outlines the Company’s debt obligations (in thousands) as of September 30, 2013 and December 31, 2012:


		Interest rates			Term (months)		As of		As of
		Interest rates			Term (months)		September 30, 2013		December 31, 2012
	Convertible senior notes		4.5	%		60	$	143,750	$	143,750
	Notes payable		N/A			N/A		970		863
	Capital leases for equipment		13.91	%		59		178		154
	Line of credit		5	%		N/A		34		150

	Total debt and capital leases							144,932		144,917
	Less: unamortized bond discount and debt issuance costs							31,033		35,470
	Less: current maturities of notes payable and capital leases							723		491

	Non-current maturities of debt and capital leases						$	113,176	$	108,956

Goodwill

Goodwill	9 Months Ended
Goodwill	Sep. 30, 2013
Goodwill And Intangible Assets Disclosure [Abstract]	'
Goodwill	'
	6. Goodwill
	The following table is a roll-forward of goodwill from December 31, 2012 to September 30, 2013. The current period additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ECAC, Covered Logistics, Interide Logistics and 3PD (in thousands):


		Expedited		Freight		Freight		Total
		Transportation		Forwarding		Brokerage		Total
	Goodwill at December 31, 2012	$	7,737	$	9,222		38,988	$	55,947
	Acquisitions and other adjustments		3,823		—		243,077		246,900

	Goodwill at September 30, 2013	$	11,560	$	9,222	$	282,065	$	302,847

Stockholders_Equity

Stockholder's Equity	9 Months Ended
Stockholder's Equity	Sep. 30, 2013
Equity [Abstract]	'
Stockholder's Equity	'
	7. Stockholder’s Equity
	On August 13, 2013, the Company closed a registered underwritten public offering of 9,694,027 shares of common stock, and on August 16, 2013, the Company closed as part of the same public offering the sale of an additional 1,454,104 shares as a result of the full exercise of the underwriters’ overallotment option, in each case at a price of $22.75 per share (together, the “August 2013 Offering”). The Company received $239.7 million in net proceeds from the August 2013 Offering after underwriting discounts and expenses.
	On March 20, 2012, the Company closed a registered underwritten public offering of 9,200,000 shares of common stock (the “March 2012 Offering”), including 1,200,000 shares issued and sold as a result of the full exercise of the underwriters’ overallotment option, at a price of $15.75 per share. The Company received $137.0 million in net proceeds from the March 2012 Offering after underwriting discounts and expenses.

StockBased_Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]	'
Stock-Based Compensation	'
	8. Stock-Based Compensation
	The following table summarizes the Company’s equity awards outstanding and exercisable as of December 31, 2012 and September 30, 2013:


		Options								Restricted Stock Units
				Weighted Average		Exercise		Weighted Average		Restricted		Weighted Average
		Options		Exercise Price		Price Range		Remaining Term		Stock Units		Grant Date Fair Value
	Outstanding at December 31, 2012		1,383,332	$	10.06	$	2.28 - $18.07		8.29		883,816	$	11.31
	Granted		63,000	$	17.88	$	16.57 - $22.03				740,714	$	14.67
	Exercised		54,339	$	4.5	$	2.96 - $ 6.08				204,875	$	11.26
	Forfeited		10,348	$	13.12	$	6.08 - $13.37				68,000	$	10.65

	Outstanding at September 30, 2013		1,381,645	$	10.61	$	2.28 - $22.03		6.99		1,351,655	$	13.19

	The stock-based compensation expense for outstanding restricted stock units (“RSUs”) was $0.8 million and $0.9 million for the three-month periods ended September 30, 2013 and 2012, respectively, and $2.2 million and $2.6 million for the nine-month periods ended September 30, 2013 and 2012, respectively. Of the 1,351,655 outstanding RSUs, 669,155 vest subject to service conditions and 682,500 vest subject to service and a combination of market and performance conditions.
	As of September 30, 2013, the Company had approximately $10.2 million of unrecognized compensation cost related to non-vested RSU compensation that is anticipated to be recognized over a weighted-average period of approximately 2.51 years. Remaining estimated compensation expense related to outstanding restricted stock-based grants is $0.9 million, $3.5 million, $3.3 million, $2.4 million and $0.1 million for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.
	As of September 30, 2013, the Company had 646,145 options vested and exercisable and $3.7 million of unrecognized compensation cost related to stock options. The remaining estimated compensation expense related to the existing stock options is $0.4 million, $1.2 million, $1.1 million, $0.8 million and $0.2 million for the years ended December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

Earnings_per_Share

Earnings per Share	9 Months Ended
Earnings per Share	Sep. 30, 2013
Earnings Per Share [Abstract]	'
Earnings per Share	'
	9. Earnings per Share
	Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net income available to common shareholders by the combined weighted average number of shares of common stock outstanding and the potential dilution of stock options, warrants, RSUs, convertible senior notes and the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.001 per share (“preferred stock”), outstanding during the period, if dilutive. The weighted average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three- and nine-month periods ending September 30, 2013 and 2012 is shown per the table below.


		Three Months Ended				Nine Months Ended
		September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	Basic common stock outstanding		24,221,987		17,663,403		20,167,436		14,952,059

	Potentially Dilutive Securities:
	Shares underlying the conversion of preferred stock to common stock		10,604,891		10,714,286		10,608,752		10,714,286
	Shares underlying the conversion of the convertible senior notes		8,749,239		330,784		8,749,239		111,066
	Shares underlying warrants to purchase common stock		7,348,157		5,516,551		6,721,704		5,770,577
	Shares underlying stock options to purchase common stock		424,122		507,425		347,356		549,084
	Shares underlying restricted stock units		432,888		138,921		332,488		158,308

			27,559,297		17,207,967		26,759,539		17,303,321



	Diluted weighted shares outstanding		51,781,284		34,871,370		46,926,975		32,255,380

	The impact of this dilution was not reflected in the earnings per share calculations in the unaudited condensed consolidated statements of operations because the impact was anti-dilutive. The treasury method was used to determine the shares underlying warrants, stock options and RSUs for potential dilution with an average market price of $22.31 per share and $14.43 per share for the three-month periods ended September 30, 2013 and 2012, respectively, and $18.81 per share and $15.17 per share for the nine-month periods ended September 30, 2013 and 2012, respectively.

Income_Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2013
Income Tax Disclosure [Abstract]	'
Income Taxes	'
	10. Income Taxes

	The Company has determined its interim tax provision projecting an estimated annual effective tax rate. For the three- and nine-months ended September 30, 2013, the Company recorded an income tax benefit of $19.0 million and $18.7 million, respectively, yielding an effective tax rate of (76.0%) and (33.1%), respectively. For the three- and nine-months ended September 30, 2012, the Company recorded an income tax benefit of $6.5 million and $6.2 million, respectively, yielding an effective tax rate of (67.2%) and (36.0%), respectively. The effective tax rate differs from the U.S. statutory rate of 34% in the periods ended September 30, 2013 and 2012, primarily due to the impact of the release of the previously recorded valuation allowance during the period due to the acquired deferred tax liabilities, resulting from the 3PD acquisition. The Company also recorded a tax benefit on the loss for the three-month period ending September 30, 2013.

	The Company has a valuation allowance of $1.8 million as of September 30, 2013 on the deferred tax assets generated for state and foreign net operating losses where it is not more likely than not that the deferred tax assets will be utilized. In evaluating the Company’s ability to realize its deferred income tax assets, the Company considers all available positive and negative evidence, including operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction by jurisdiction basis.

	In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of September 30, 2013, the Company has not made a provision for U.S. or additional foreign withholding taxes for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration, if any exists. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Party Transactions	'
	11. Related Party Transactions
	On August 15, 2013, the Company completed its acquisition of 3PD, pursuant to a Stock Purchase Agreement to which Mr. James J. Martell was a party. Mr. Martell is a member of the board of directors of the Company and also was an investor in, and member of the board of directors of, 3PD. Mr. Martell recused himself from, and did not participate in, deliberations of the Company’s board of directors with respect to the acquisition of 3PD. Other than his interest in the purchase price paid pursuant to the Stock Purchase Agreement, Mr. Martell did not receive compensation in connection with the acquisition of 3PD. On July 12, 2013, Mr. Martell entered into a subscription agreement with the Company pursuant to which, on August 15, 2013, he invested $0.7 million of the after-tax proceeds he received in the transaction in restricted shares of the Company’s common stock.
	There were no other related party transactions that occurred during the quarter ended September 30, 2012.

Reportable_Segments

Reportable Segments	9 Months Ended
Reportable Segments	Sep. 30, 2013
Segment Reporting [Abstract]	'
Reportable Segments	'
	12. Reportable Segments
	The Company has three reportable segments as described in Note 1 of the unaudited condensed consolidated financial statements.
	Corporate charges include the costs of the Company’s executive and shared service teams, professional services such as legal and consulting, board of directors, and certain other corporate costs associated with operating as a public company. The Company allocates charges to the reportable segments for IT services, depreciation of IT fixed assets as well as centralized recruiting and training resources.
	The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on various financial measures of the respective business segments. The following schedule identifies select financial data for each of the Company’s operating segments for the three- and nine-month periods ended September 30, 2013 and 2012, respectively (in thousands):

	XPO Logistics, Inc.
	Segment Data
	(Unaudited)
	(In thousands)


		Freight			Expedited			Freight
		Brokerage			Transportation			Forwarding			Corporate			Eliminations			Total
	Three Months Ended September 30, 2013
	Revenue	$	152,616		$	25,101		$	19,129		$	—		$	(2,864	)	$	193,982
	Operating income (loss) from operations		(3,415	)		1,739			(2,588	)		(14,155	)		—			(18,419	)
	Depreciation, amortization and write off of intangible asset		4,611			262			3,227			296			—			8,396
	Interest expense		2			2			—			6,411			—			6,415
	Tax provision (benefit)		305			(2	)		—			(19,347	)		—			(19,044	)
	Goodwill		282,065			11,560			9,222			—			—			302,847
	Total assets		729,176			79,291			40,400			763,110			(911,645	)		700,332
	Three Months Ended September 30, 2012
	Revenue	$	32,169		$	23,755		$	17,304		$	—		$	(2,240	)	$	70,988
	Operating income (loss) from operations		(2,169	)		1,415			193			(8,719	)		—			(9,280	)
	Depreciation and amortization		316			127			145			133			—			721
	Interest expense (income)		1			1			1			12			—			15
	Tax (benefit) provision		(415	)		—			—			(6,045	)		—			(6,460	)
	Goodwill		5,562			7,737			9,222			—			—			22,521
	Total assets		31,038			31,728			23,272			357,127			(55,394	)		387,771
	Nine Months Ended September 30, 2013
	Revenue	$	326,206		$	75,421		$	54,700		$	—		$	(11,256	)	$	445,071
	Operating income (loss) from operations		(12,224	)		3,678			(1,738	)		(33,517	)		—			(43,801	)
	Depreciation, amortization and write off of intangible asset		6,805			821			3,407			710			—			11,743
	Interest expense		7			6			—			12,572			—			12,585
	Tax provision (benefit)		346			—			—			(19,094	)		—			(18,748	)
	Goodwill		282,065			11,560			9,222			—			—			302,847
	Total assets		729,176			79,291			40,400			763,110			(911,645	)		700,332
	Nine Months Ended September 30, 2012
	Revenue	$	53,974		$	71,906		$	49,229		$	—		$	(5,021	)	$	170,088
	Operating income (loss) from operations		(3,082	)		5,837			654			(20,281	)		—			(16,872	)
	Depreciation and amortization		413			393			433			223			—			1,462
	Interest expense		2			3			1			24			—			30
	Tax provision (benefit)		(415	)		—			—			(5,786	)		—			(6,201	)
	Goodwill		5,562			7,737			9,222			—			—			22,521
	Total assets		31,038			31,728			23,272			357,127			(55,394	)		387,771

Subsequent_Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2013
Subsequent Events [Abstract]	'
Subsequent Events	'
	13. Subsequent Events
	Preferred Stock Dividend
	On October 2, 2013, the Company’s board of directors approved the declaration of a dividend payable to holders of the preferred stock. The declared dividend equaled $10 per share of preferred stock as specified in the Certificate of Designation of the preferred stock. The total declared dividend equaled $0.7 million and was paid on October 15, 2013.
	Conversion of Convertible Senior Notes
	On October 10, 2013, the Company entered into an agreement pursuant to which the Company issued an aggregate of 608,467 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to certain holders of the Company’s 4.50% Convertible Senior Notes due 2017 (the “Notes”) in connection with the conversion of $10.0 million aggregate principal amount of the Notes. The transactions provided in the agreement closed on October 15, 2013.
	The number of shares of Common Stock issued in the foregoing transaction equals the number of shares of Common Stock presently issuable to holders of the Notes upon conversion under the original terms of the Notes. In connection with the conversion transaction, the Company paid the holders of the Notes a negotiated market-based premium in cash. The negotiated market based premium, in addition to the difference between the current fair value and the book value of the Notes, will be reflected in interest expense in the fourth quarter of 2013.

	Revolving Loan Credit Agreement
	On October 18, 2013, the Company and certain of its wholly-owned subsidiaries, as borrowers, entered into a $125.0 million multicurrency secured Revolving Loan Credit Agreement (the “Credit Agreement”) with the lender parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for such lenders (the “Administrative Agent”), with a maturity of five years. The principal amount of the commitments under the Credit Agreement may be increased by an aggregate amount of up to $75.0 million, subject to certain terms and conditions specified in the Credit Agreement.
	The proceeds of the Credit Agreement may be used by the Company for ongoing working capital needs and other general corporate purposes, including strategic acquisitions. Borrowings under the Credit Agreement will bear interest at a per annum rate equal to, at the Company’s option, the one, two, three or six month (or such other period less than one month or greater than six months as the lenders may agree) LIBOR rate plus a margin of 1.75% to 2.25%, or a base rate plus a margin of 0.75% to 1.25%. The Company is required to pay an undrawn commitment fee equal to 0.25% or 0.375% of the quarterly average undrawn portion of the commitments under the Credit Agreement, as well as customary letter of credit fees. The margin added to LIBOR, or base rate, will depend on the quarterly average availability of the commitments under the Credit Agreement.
	All obligations under the Credit Agreement are secured by substantially all of the Company’s assets and unconditionally guaranteed by certain of its subsidiaries, provided that no foreign subsidiary guarantees, and no assets of any foreign subsidiary secures, any obligations of any of the Company’s domestic borrower subsidiaries. The Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Credit Agreement limit the Company’s ability to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make certain investments and restricted payments; and enter into certain transactions with affiliates. In certain circumstances, the Credit Agreement also requires the Company to maintain certain minimum EBITDA or, at the Company’s election, maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of not less than 1.00 to 1.00. If an event of default under the Credit Agreement shall occur and be continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Certain subsidiaries acquired by the Company in the future may be excluded from the restrictions contained in certain of the foregoing covenants. The Company does not believe that the covenants contained in the Credit Agreement will impair its ability to execute the Company’s strategy.

Basis_of_Presentation_and_Sign1

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with the instructions to Form 10-Q. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2013 and December 31, 2012, and results of operations for the three- and nine-month periods ended September 30, 2013 and 2012. The preparation of the condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ materially from those estimates.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2012 that are set forth in the Company’s Annual Report on Form 10-K, a copy of which is available on the SEC’s website (www.sec.gov). Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.

Use of Estimates

The Company prepares its unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that impact the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company reviews its estimates on a regular basis and makes adjustments based on historical experience and existing and expected future conditions. Estimates are made with respect to, among other matters, accrued revenue, purchased transportation, recoverability of long-lived assets, accrual of acquisition earn-outs, estimated legal accruals, valuation allowances for deferred taxes, reserve for uncertain tax positions, and allowance for doubtful accounts. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates, which have been discussed with the audit committee of the Company’s board of directors, are reasonable; however, actual results could differ from these estimates.

Revenue Recognition

The Company recognizes revenue at the point in time when delivery is completed on the freight shipments it handles, with related costs of delivery being accrued as incurred and expensed within the same period in which the associated revenue is recognized. The Company uses the following supporting criteria to determine that revenue has been earned and should be recognized:

•

Persuasive evidence of an arrangement exists;

•

Services have been rendered;

•

The sales price is fixed and determinable; and

•

Collectability is reasonably assured.

The Company reports revenue on a gross basis in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 605, “Reporting Revenue Gross as Principal Versus Net as an Agent”. The Company believes presentation on a gross basis is appropriate under ASC Topic 605 in light of the following factors:

•

The Company is the primary obligor and is responsible for providing the service desired by the customer.

•

The customer holds the Company responsible for fulfillment, including the acceptability of the service (requirements may include, for example, on-time delivery, handling freight loss and damage claims, establishing pick-up and delivery times, and tracing shipments in transit).

•

For Expedited Transportation and Freight Brokerage, the Company has complete discretion to select its drivers, contractors or other transportation providers (collectively, “service providers”). For Freight Forwarding, the Company enters into agreements with significant service providers that specify the cost of services, among other things, and has ultimate authority in approving all service providers that can be used by Freight Forwarding’s independently-owned stations. Independently-owned stations may further negotiate the cost of services with Freight Forwarding-approved service providers for individual customer shipments.

•

Expedited Transportation and Freight Brokerage have complete discretion to establish sales prices. Independently-owned stations within Freight Forwarding have the discretion to establish sales prices.

•

The Company bears credit risk for all receivables. In the case of Freight Forwarding the independently-owned stations reimburse Freight Forwarding for a portion (typically 70-80%) of credit losses. Freight Forwarding retains the risk that the independent station owners will not meet this obligation.

The Company’s Freight Forwarding segment collects on behalf of its customers certain taxes and duties as a complimentary service for international shipments. The Company’s accounting policy is to present these collections on a gross basis. The Company recognized $1.1 million and $0.7 million of such revenue for the three-month periods ended September 30, 2013 and 2012, respectively, and $3.4 million and $2.1 million of such revenue for the nine-month periods ended September 30, 2013 and 2012, respectively.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as of the date of purchase to be cash equivalents unless the investments are legally or contractually restricted for more than three months. With the acquisition of 3PD Holding, Inc. (“3PD”) in August 2013, the Company acquired $1.7 million of restricted cash related to 3PD’s captive insurance entity, which is included in the cash and cash equivalents balance.

Income Taxes

Taxes on income are provided in accordance with ASC Topic 740, “Income Taxes”. Deferred income tax assets and liabilities are recognized for the expected future tax consequences of events that have been reflected in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are determined based on the differences between the book values and the tax basis of particular assets and liabilities, and the tax effects of net operating loss and capital loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized as income or expense in the period that included the enactment date. A valuation allowance is provided to offset the net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management periodically assesses the likelihood that the Company will utilize its existing deferred tax assets and records a valuation allowance for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.

Accounting for uncertainty in income taxes is determined based on ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. For additional information refer to Note 10—Income Taxes.

Goodwill and Intangible Assets with Indefinite Lives

Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Intangible assets with indefinite lives consist of the Express-1, Inc. trade name. The Company follows the provisions of ASC Topic 350, “Intangibles—Goodwill and Other”, which requires an annual impairment test for goodwill and intangible assets with indefinite lives. The Company may first choose to perform a qualitative evaluation of the likelihood of goodwill and intangible assets impairment. For the goodwill that was the result of current year acquisitions, the Company chose to perform a qualitative evaluation. If the Company determined a quantitative evaluation was necessary, the goodwill at the reporting unit was subject to a two-step impairment test. The first step compares the book value of a reporting unit, including goodwill, with its fair value. If the book value of a reporting unit exceeds its fair value, the Company completes the second step in order to determine the amount of goodwill impairment loss that should be recorded. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment is equal to the excess of the book value of goodwill over the implied fair value of that goodwill. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the goodwill may have occurred before that time. For the periods presented, the Company did not recognize any goodwill impairment as the estimated fair value of its reporting units with goodwill exceeded the book value of these reporting units. For additional information refer to Note 6—Goodwill.

The fair values of purchased intangible assets with indefinite lives, primarily trade names, are estimated and compared to their carrying values. The Company estimates the fair value of these intangible assets based on an income approach using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates for this category of intellectual property, discount rates and other variables. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the intangible asset is less than the carrying value. The Company performs the annual impairment testing during the third quarter unless events or circumstances indicate impairment of the intangible assets with indefinite lives may have occurred before that time. For the periods presented, the Company did not recognize any impairment of intangible assets with indefinite lives as the estimated fair value of its intangible assets with indefinite lives exceeded the book value of these reporting units; however, during the quarter ended September 30, 2013, the Company rebranded its freight forwarding business to XPO Global Logistics from Concert Group Logistics, Inc. As a result of this action, the Company accelerated the amortization of $3.1 million in indefinite-lived intangible assets related to the CGL trade name based on the reduction in remaining useful life. The $3.1 million of accelerated amortization represented the full value of the CGL trade name intangible assets.

Identifiable Intangible Assets

The Company follows the provisions of ASC Topic 360, “Property, Plant and Equipment”, which establishes accounting standards for the impairment of long-lived assets such as property, plant and equipment and intangible assets subject to amortization. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. During the nine-month periods ended September 30, 2013 and 2012, there was no impairment of the identified intangible assets.

The Company’s intangible assets subject to amortization consist of customer relationships, non-compete agreements, carrier relationships and other intangibles that are amortized on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of the respective intangible assets range from three months to 12 years.

The following table sets forth the Company’s identifiable intangible assets as of September 30, 2013 and December 31, 2012 (in thousands):

September 30,

December 31,

2013

2012

Indefinite Lived Intangibles

Trade Name

3,346

6,416

Definite Lived Intangibles:

Customer lists and relationships

132,859

14,281

Carrier relationships

12,100

—

Trade name

7,010

1,246

Non-compete agreeements

5,693

3,050

Other intangible assets

2,171

2,072

159,833

20,649

Less: acccumulated amortization

(9,153

)

(4,592

)

Intangible assets, net

150,680

16,057

Total Identifiable Intangibles

154,026

22,473

Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:

(in thousands)

2013

2014

2015

2016

2017

Estimated future amortization expense

5,185

20,632

18,273

14,487

12,911

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Other Long-Term Assets

Other long-term assets consist primarily of balances representing various deposits, and notes receivable from various XPO Global Logistics independent station owners. Also included within this account classification are incentive payments to independent station owners within the XPO Global Logistics network. These payments are made by XPO Global Logistics to certain station owners as an incentive to establish an independently-owned station. These amounts are amortized over the life of each independent station contract and the unamortized portion generally is recoverable in the event of default under the terms of the agreements.

Foreign Currency Translation

Exchange gains or losses incurred on transactions conducted by business units in a currency other than the business units’ functional currency are normally reflected in cost of sales in the condensed consolidated statements of operations. Assets and liabilities of XPO Logistics Canada, which has the U.S. dollar as its functional currency (but which maintains its accounting records in Canadian currency) has their values remeasured into U.S. dollars at period-end exchange rates, except for non-monetary items for which historical rates are used. Exchange gains or losses are not material to the condensed consolidated statements of operations for the periods presented. 3PD Canada, which has the Canadian dollar as its functional currency, has its revenues and expenses translated into U.S. dollars using weighted average exchange rates while assets and liabilities are translated into U.S. dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are included in stockholders’ equity.

Foreign Currency Hedging and Derivative Financial Instruments

The Company enters into derivative contracts to protect against fluctuations in currency exchange rates from time to time. These contracts are for expected future cash flows and not for speculative purposes. The Company reflects changes in fair value of these contracts in the condensed consolidated statements of operations. In accordance with FASB ASC Topic 815 “Derivatives and Hedging”, the Company does not apply hedge accounting to its derivative contracts.

Fair Value Measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and classifies the inputs used to measure fair value into the following hierarchy:

•

Level 1—Quoted prices for identical instruments in active markets;

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

•

Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands):

Fair Value Measurements as of September 30, 2013

Total

Level 1

Level 2

Level 3

Assets:

Money market funds

52,094

—

Liabilities:

Contingent consideration obligations

—

Fair Value Measurements as of December 31, 2012

Total

Level 1

Level 2

Level 3

Assets:

Money market funds

239,443

—

Liabilities:

Contingent consideration obligations

392

—

392

Estimated Fair Value of Financial Instruments

The aggregate net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximated their fair values as of the periods ended September 30, 2013 and December 31, 2012. These financial instruments include cash, accounts receivable, notes receivable, accounts payable, accrued expense, notes payable and short-term borrowings. Fair values approximate carrying values for these financial instruments since they are short-term in nature and they are receivable or payable on demand. The fair value of the Freight Forwarding notes receivable from the owners of the independently-owned stations approximated their respective carrying values based on the interest rates associated with these instruments.

As of September 30, 2013, the Company had outstanding $143.8 million of 4.50% Convertible Senior Notes due October 1, 2017, which the Company is obligated to repay at face value unless the holder agrees to a lesser amount or elects to convert all or a portion of such notes into the Company’s common stock. The convertible senior notes were allocated to long-term debt and equity in the amounts of $106.8 million and $31.7 million, respectively. These amounts are net of debt issuance costs of $4.1 million for debt and $1.2 million for equity. Holders of the convertible senior notes are due interest semiannually in arrears on April 1 and October 1 of each year. Payments began on April 1, 2013. The conversion rate was initially 60.8467 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $16.43 per share of common stock) and is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The fair value of the convertible senior notes was $209.0 million as of September 30, 2013. The convertible senior notes contain an optional redemption right in favor of the Company, although it is the Company’s present intent not to exercise such redemption right. Accordingly, the fair value of the bifurcated coupon make-whole premium that would be payable to holders in the event of a redemption has been valued at $0.0 million. For additional information refer to Note 5—Debt.

Stock-Based Compensation

The Company accounts for share-based compensation based on the equity instrument’s grant date fair value in accordance with ASC Topic 718, “Compensation—Stock Compensation”. The fair value of each share-based payment award is established on the date of grant. For grants of restricted stock units, including those subject to service-based vesting conditions and those subject to service and performance or market-based vesting conditions, the fair value is established based on the market price on the date of the grant. For grants of options, the Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based awards is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends.

The weighted-average fair value of each stock option recorded in expense for the nine-month periods ended September 30, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option pricing model and is amortized over the requisite service period of the option. The Company has used one grouping for the assumptions, as its option grants have similar characteristics. The expected term of options granted has been derived based upon the Company’s history of actual exercise behavior and represents the period of time that options granted are expected to be outstanding. Historical data was also used to estimate option exercises and employee terminations. Estimated volatility is based upon the Company’s historical market price at consistent points in a period equal to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the expected dividend yield is zero. For additional information refer to Note 8—Stock-Based Compensation.

Earnings per Share

Earnings per common share are computed in accordance with ASC Topic 260, “Earnings per Share”, which requires companies to present basic earnings per share and diluted earnings per share. For additional information refer to Note 9—Earnings per Share.

Internal Use Software

The Company has adopted the provisions of ASC Topic 350, “Intangibles—Goodwill and Other”. Accordingly, certain costs incurred in the planning and evaluation stage of internal use computer software are expensed as incurred. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized internal use software totaled $19.4 million as of September 30, 2013 and $1.2 million as of December 31, 2012. Capitalized internal use software costs are amortized over the expected economic lives of three to five years using the straight-line method

Allowance for Doubtful Accounts

The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions, and other factors that may affect customers’ ability to pay.

Please also refer to Note 2 of the “Notes to Consolidated Financial Statements” in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 for a more complete discussion of the Company’s significant accounting policies.

Other Long Term Liabilities

Other long-term liabilities consist primarily of the holdback of a portion of the purchase price for resolution of certain indemnifiable matters related to the acquisition of 3PD and deferred rent liabilities. The holdback will be used to fund the cost of litigation, including settlements and judgments, for certain lawsuits pending against 3PD regarding the alleged misclassification of independent contractors, with the remainder to be paid to the former owners following satisfaction of all claims. Upon the final resolution of certain of those lawsuits, designated amounts of the holdback either will be paid to the former owners of 3PD or retained by the Company, depending on the nature of the resolution. For additional information, refer to the Litigation subsection of Note 4—Commitments and Contingencies. The following table outlines the Company’s other long term liabilities as of September 30, 2013 and December 31, 2012 (in thousands):

As of September 30, 2013

As of December 31, 2012

Holdback for resolution of certain indemnifiable matters

22,500

—

Long term portion of deferred rent liability

3,713

2,292

Liability for uncertain tax positions

1,123

462

Acquisition lease liability

245

280

Long term portion of vacant rent liability

239

164

Other

187

Total Other Long Term Liabilities

27,894

3,385

Basis_of_Presentation_and_Sign2

Basis of Presentation and Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Identifiable Intangible Assets	'
	The following table sets forth the Company’s identifiable intangible assets as of September 30, 2013 and December 31, 2012 (in thousands):


		September 30,			December 31,
		2013			2012
	Indefinite Lived Intangibles
	Trade Name	$	3,346		$	6,416

	Definite Lived Intangibles:
	Customer lists and relationships		132,859			14,281
	Carrier relationships		12,100			—
	Trade name		7,010			1,246
	Non-compete agreeements		5,693			3,050
	Other intangible assets		2,171			2,072

			159,833			20,649
	Less: acccumulated amortization		(9,153	)		(4,592	)

	Intangible assets, net	$	150,680		$	16,057

	Total Identifiable Intangibles	$	154,026		$	22,473

Estimated Future Amortization Expense for Amortizable Intangible Assets	'
	Estimated future amortization expense for amortizable intangible assets for the next five years is as follows:


	(in thousands)	2013			2014			2015		2016		2017
	Estimated future amortization expense	$	5,185		$	20,632		$	18,273	$	14,487	$	12,911
Fair Value of Assets and Liabilities Accounted for at Fair Value on Recurring Basis	'
	The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands):


		Fair Value Measurements as of September 30, 2013
		Total			Level 1			Level 2		Level 3
	Assets:
	Money market funds	$	52,094		$	52,094		$	—	$	—
	Liabilities:
	Contingent consideration obligations	$	45		$	—		$	—	$	45

		Fair Value Measurements as of December 31, 2012
		Total			Level 1			Level 2		Level 3
	Assets:
	Money market funds	$	239,443		$	239,443		$	—	$	—
	Liabilities:
	Contingent consideration obligations	$	392		$	—		$	—	$	392
Other Long Term Liabilities	'
	The following table outlines the Company’s other long term liabilities as of September 30, 2013 and December 31, 2012 (in thousands):


		As of September 30, 2013			As of December 31, 2012
	Holdback for resolution of certain indemnifiable matters	$	22,500		$	—
	Long term portion of deferred rent liability		3,713			2,292
	Liability for uncertain tax positions		1,123			462
	Acquisition lease liability		245			280
	Long term portion of vacant rent liability		239			164
	Other		74			187

	Total Other Long Term Liabilities	$	27,894		$	3,385

Acquisitions_Tables

Acquisitions (Tables)	9 Months Ended
Acquisitions (Tables)	Sep. 30, 2013
Business Combinations [Abstract]	'
Recognized Identified Assets Acquired and Liabilities Assumed	'
	The following table outlines the Company’s consideration transferred and the identifiable net assets acquired at their estimated fair value as of August 15, 2013 (in thousands).


	Consideration	$	364,329

	Less: Net Assets Acquired		19,974
	Intangibles Acquired:
	Less: Fair value of Trademarks/Tradenames		5,900
	Less: Fair value of Non-Compete Agreements		1,550
	Less: Fair value of Customer Relationships		110,600
	Less: Fair value of Carrier Relationships		12,100
	Less: Fair value of Acquired Technology		18,000
	Plus: Net deferred tax liability on fair value adjustments		(36,294	)

	Goodwill	$	232,499

Business Acquisition Pro Forma Information	'
	The following unaudited pro forma consolidated results of operations for the nine-month periods ended September 30, 2013 and 2012 present consolidated information of the Company as if the 3PD acquisition had occurred as of January 1, 2012 (in thousands):


		Pro Forma			Pro Forma
		Nine			Nine
		Months			Months
		Ended			Ended
		September 30,			September 30,
		2013			2012
	Revenue	$	659,528		$	549,356
	Operating Loss	$	(46,116	)	$	(41,854	)
	Net Loss	$	(44,664	)	$	(31,672	)
	Loss per common share
	Basic	$	(1.51	)	$	(1.07	)
	Diluted	$	(1.51	)	$	(1.07	)

Debt_Tables

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Schedule of Debt Obligations	'
	The following table outlines the Company’s debt obligations (in thousands) as of September 30, 2013 and December 31, 2012:


		Interest rates			Term (months)		As of		As of
		Interest rates			Term (months)		September 30, 2013		December 31, 2012
	Convertible senior notes		4.5	%		60	$	143,750	$	143,750
	Notes payable		N/A			N/A		970		863
	Capital leases for equipment		13.91	%		59		178		154
	Line of credit		5	%		N/A		34		150

	Total debt and capital leases							144,932		144,917
	Less: unamortized bond discount and debt issuance costs							31,033		35,470
	Less: current maturities of notes payable and capital leases							723		491

	Non-current maturities of debt and capital leases						$	113,176	$	108,956

Goodwill_Tables

Goodwill (Tables)	9 Months Ended
Goodwill (Tables)	Sep. 30, 2013
Goodwill And Intangible Assets Disclosure [Abstract]	'
Schedule of Goodwill	'
	The following table is a roll-forward of goodwill from December 31, 2012 to September 30, 2013. The current period additions are the result of the goodwill recognized as excess purchase price in the acquisitions of ECAC, Covered Logistics, Interide Logistics and 3PD (in thousands):


		Expedited		Freight		Freight		Total
		Transportation		Forwarding		Brokerage		Total
	Goodwill at December 31, 2012	$	7,737	$	9,222		38,988	$	55,947
	Acquisitions and other adjustments		3,823		—		243,077		246,900

	Goodwill at September 30, 2013	$	11,560	$	9,222	$	282,065	$	302,847

StockBased_Compensation_Tables

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]	'
Equity Awards Outstanding and Exercisable	'
	The following table summarizes the Company’s equity awards outstanding and exercisable as of December 31, 2012 and September 30, 2013:


		Options								Restricted Stock Units
				Weighted Average		Exercise		Weighted Average		Restricted		Weighted Average
		Options		Exercise Price		Price Range		Remaining Term		Stock Units		Grant Date Fair Value
	Outstanding at December 31, 2012		1,383,332	$	10.06	$	2.28 - $18.07		8.29		883,816	$	11.31
	Granted		63,000	$	17.88	$	16.57 - $22.03				740,714	$	14.67
	Exercised		54,339	$	4.5	$	2.96 - $ 6.08				204,875	$	11.26
	Forfeited		10,348	$	13.12	$	6.08 - $13.37				68,000	$	10.65

	Outstanding at September 30, 2013		1,381,645	$	10.61	$	2.28 - $22.03		6.99		1,351,655	$	13.19

Earnings_per_Share_Tables

Earnings per Share (Tables)	9 Months Ended
Earnings per Share (Tables)	Sep. 30, 2013
Earnings Per Share [Abstract]	'
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	'

	The weighted average of potentially dilutive securities excluded from the computation of diluted earnings per share for the three- and nine-month periods ending September 30, 2013 and 2012 is shown per the table below.



		Three Months Ended				Nine Months Ended
		September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	Basic common stock outstanding		24,221,987		17,663,403		20,167,436		14,952,059

	Potentially Dilutive Securities:
	Shares underlying the conversion of preferred stock to common stock		10,604,891		10,714,286		10,608,752		10,714,286
	Shares underlying the conversion of the convertible senior notes		8,749,239		330,784		8,749,239		111,066
	Shares underlying warrants to purchase common stock		7,348,157		5,516,551		6,721,704		5,770,577
	Shares underlying stock options to purchase common stock		424,122		507,425		347,356		549,084
	Shares underlying restricted stock units		432,888		138,921		332,488		158,308

			27,559,297		17,207,967		26,759,539		17,303,321



	Diluted weighted shares outstanding		51,781,284		34,871,370		46,926,975		32,255,380

Reportable_Segments_Tables

Reportable Segments (Tables)	9 Months Ended
Reportable Segments (Tables)	Sep. 30, 2013
Segment Reporting [Abstract]	'
Selected Financial Data for Each of Operating Segments	'
	The following schedule identifies select financial data for each of the Company’s operating segments for the three- and nine-month periods ended September 30, 2013 and 2012, respectively (in thousands):

	XPO Logistics, Inc.
	Segment Data
	(Unaudited)
	(In thousands)


		Freight			Expedited			Freight
		Brokerage			Transportation			Forwarding			Corporate			Eliminations			Total
	Three Months Ended September 30, 2013
	Revenue	$	152,616		$	25,101		$	19,129		$	—		$	(2,864	)	$	193,982
	Operating income (loss) from operations		(3,415	)		1,739			(2,588	)		(14,155	)		—			(18,419	)
	Depreciation, amortization and write off of intangible asset		4,611			262			3,227			296			—			8,396
	Interest expense		2			2			—			6,411			—			6,415
	Tax provision (benefit)		305			(2	)		—			(19,347	)		—			(19,044	)
	Goodwill		282,065			11,560			9,222			—			—			302,847
	Total assets		729,176			79,291			40,400			763,110			(911,645	)		700,332
	Three Months Ended September 30, 2012
	Revenue	$	32,169		$	23,755		$	17,304		$	—		$	(2,240	)	$	70,988
	Operating income (loss) from operations		(2,169	)		1,415			193			(8,719	)		—			(9,280	)
	Depreciation and amortization		316			127			145			133			—			721
	Interest expense (income)		1			1			1			12			—			15
	Tax (benefit) provision		(415	)		—			—			(6,045	)		—			(6,460	)
	Goodwill		5,562			7,737			9,222			—			—			22,521
	Total assets		31,038			31,728			23,272			357,127			(55,394	)		387,771
	Nine Months Ended September 30, 2013
	Revenue	$	326,206		$	75,421		$	54,700		$	—		$	(11,256	)	$	445,071
	Operating income (loss) from operations		(12,224	)		3,678			(1,738	)		(33,517	)		—			(43,801	)
	Depreciation, amortization and write off of intangible asset		6,805			821			3,407			710			—			11,743
	Interest expense		7			6			—			12,572			—			12,585
	Tax provision (benefit)		346			—			—			(19,094	)		—			(18,748	)
	Goodwill		282,065			11,560			9,222			—			—			302,847
	Total assets		729,176			79,291			40,400			763,110			(911,645	)		700,332
	Nine Months Ended September 30, 2012
	Revenue	$	53,974		$	71,906		$	49,229		$	—		$	(5,021	)	$	170,088
	Operating income (loss) from operations		(3,082	)		5,837			654			(20,281	)		—			(16,872	)
	Depreciation and amortization		413			393			433			223			—			1,462
	Interest expense		2			3			1			24			—			30
	Tax provision (benefit)		(415	)		—			—			(5,786	)		—			(6,201	)
	Goodwill		5,562			7,737			9,222			—			—			22,521
	Total assets		31,038			31,728			23,272			357,127			(55,394	)		387,771

Organization_Additional_Inform

Organization - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013
	Segment
Organization Consolidation And Presentation Of Financial Statements [Abstract]	'
Number of Operating Segments	3

Basis_of_Presentation_and_Sign3

Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $)

1 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

Sep. 26, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Oct. 17, 2012

Sep. 26, 2012

Sep. 30, 2013

Oct. 17, 2012

Sep. 26, 2012

Sep. 30, 2013

Sep. 26, 2012

Sep. 30, 2013

Sep. 26, 2012

Sep. 30, 2013

Sep. 26, 2012

Sep. 30, 2013

Debt Portion of Convertible Note [Member]

Equity Portion of Convertible Note [Member]

Portion of Debt Issuance Allocated to Equity [Member]

3PD Holding, Inc [Member]

CGL [Member]

Convertible Debt [Member]

Portion of Debt Issuance Allocated to Long-Term Debt [Member]

Minimum [Member]

Maximum [Member]

Computer Software, Intangible Asset [Member]

Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]

Typical Percentage Of Credit Losses Reimbursed To Freight Forwarding By Independently Owned Stations

'70-80%

Percentage Of Credit Losses Reimbursed To Freight Forwarding By Independently Owned Stations

70.00%

80.00%

Taxes and Duties Collected on Behalf of Customer

$1,100,000

$700,000

$3,400,000

$2,100,000

Restricted cash acquired

1,700,000

Impairment of Intangible Assets, Indefinite-lived, trade name

3,100,000

Finite-Lived Intangible Asset, Useful Life

'3 months

'3 years

'12 years

'5 years

Convertible senior notes outstanding

143,800,000

Debt instrument, interest rate, stated percentage

4.50%

Debt Instrument, due date

1-Oct-17

Convertible Debt

106,800,000

92,800,000

Debt Instrument, Convertible, Carrying Amount of Equity Component

31,700,000

27,500,000

Debt Issuance Cost

500,000

3,600,000

4,100,000

100,000

1,100,000

1,200,000

Convertible Debt, Conversion Rate, Shares Per $1000 In Principal Amount

60.8467

Convertible Debt, Conversion Rate, Principal Amount Increment

1,000

Debt Instrument, Convertible, Conversion Price (in Dollars per share)

$16.43

Convertible Debt, Fair Value Disclosures

209,000,000

Debt Instrument, Convertible, Beneficial Conversion Feature

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate

0.00%

Capitalized Computer Software, Net

$19,400,000

$1,200,000

Basis_of_Presentation_and_Sign4

Basis of Presentation and Significant Accounting Policies - Identifiable Intangible Assets (Detail) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Indefinite Lived Intangibles	'	'
Trade Name	$3,346	$6,416
Definite Lived Intangibles:	'	'
Customer lists and relationships	132,859	14,281
Carrier relationships	12,100	'
Trade name	7,010	1,246
Non-compete agreements	5,693	3,050
Other intangible assets	2,171	2,072
Intangible assets, gross	159,833	20,649
Less: accumulated amortization	-9,153	-4,592
Intangible assets, net	150,680	16,057
Total Identifiable Intangibles	$154,026	$22,473

Basis_of_Presentation_and_Sign5

Basis of Presentation and Significant Accounting Policies - Estimated Amortization Expense for Amortizable Intangible Assets (Detail) (USD $)	Sep. 30, 2013
In Thousands, unless otherwise specified	Sep. 30, 2013
Goodwill And Intangible Assets Disclosure [Abstract]	'
Estimated future amortization expense 2013	$5,185
Estimated future amortization expense 2014	20,632
Estimated future amortization expense 2015	18,273
Estimated future amortization expense 2016	14,487
Estimated future amortization expense 2017	$12,911

Basis_of_Presentation_and_Sign6

Basis of Presentation and Significant Accounting Policies - Fair Value of Assets and Liabilities Accounted for at Fair Value on Recurring Basis (Detail) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets:	'	'
Money market funds	$52,094	$239,443
Liabilities:	'	'
Contingent consideration obligations	45	392
Level 1 [Member]	'	'
Assets:	'	'
Money market funds	52,094	239,443
Liabilities:	'	'
Contingent consideration obligations	'	'
Level 2 [Member]	'	'
Assets:	'	'
Money market funds	'	'
Liabilities:	'	'
Contingent consideration obligations	'	'
Level 3 [Member]	'	'
Assets:	'	'
Money market funds	'	'
Liabilities:	'	'
Contingent consideration obligations	$45	$392

Basis_of_Presentation_and_Sign7

Basis of Presentation and Significant Accounting Policies - Other Long Term Liabilities (Detail) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other Liabilities Disclosure [Abstract]	'	'
Holdback for resolution of certain indemnifiable matters	$22,500	'
Long term portion of deferred rent liability	3,713	2,292
Liability for uncertain tax positions	1,123	462
Acquisition lease liability	245	280
Long term portion of vacant rent liability	239	164
Other	74	187
Total Other Long Term Liabilities	$27,894	$3,385

Acquisitions_Additional_inform

Acquisitions - Additional information (Detail) (USD $)

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Aug. 03, 2012

6-May-13

Feb. 26, 2013

Aug. 15, 2013

Feb. 08, 2013

Oct. 24, 2012

8-May-12

RSU [Member]

Kelron Logistics, Inc. [Member]

Interide Logistics, LC ("Interide Logistics") [Member]

Covered Logistics & Transportation LLC ("Covered Logistics") [Member]

3PD Holding, Inc [Member]

ECAC [Member]

Turbo Logistics, Inc. [Member]

Continental Freight Services, Inc. [Member]

Time Based Award [Member]

Performance Based Award [Member]

Note Payable to Sellers [Member]

Restricted Stock [Member]

Maximum [Member]

Potential Earn-Out [Member]

Loans At Acquisition Date [Line Items]

Business combination, consideration transferred, cash

$364,300,000

Business combination, consideration transferred, restricted shares

7,400,000

Working capital adjusted to acquisition

1,200,000

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

600,000

150,000

450,000

36,878

173,712

Compensation arrangement by share based payment award based on common stock price

$32.50

Business Acquisition, Cost of Acquired Entity, Cash Paid

3,100,000

8,000,000

9,300,000

50,100,000

3,500,000

Business Acquisition, Equity Interest Issued or Issuable

600,000

3,000,000

Business Acquisition, Purchase Price Allocation, Goodwill Amount

3,200,000

7,200,000

232,499,000

3,800,000

Business Acquisition, Purchase Price Allocation, Intangible Assets

1,700,000

2,800,000

4,800,000

Business Acquisition, Cost Consideration, Final Working Capital Adjustment

200,000

Business Acquisition, Cost of Acquired Entity, Purchase Price

8,000,000

364,329,000

Business Acquisition, Cost of Acquired Entity, Equity Interests Issued and Issuable

2,600,000

Business Acquisition, Purchase Price Allocation, Liabilities Assumed

5,400,000

Business Acquisition, Cost of Acquired Entity, Liabilities Incurred

1,000,000

Fair Value Inputs, Discount Rate

4.53%

Notes payable

970,000

863,000

700,000

Business Acquisition, Contingent Consideration, Potential Cash Payment

$300,000

Acquisitions_Recognized_Identi

Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Detail) (3PD Holding, Inc [Member], USD $)	Aug. 15, 2013
In Thousands, unless otherwise specified	Aug. 15, 2013
Business Acquisition [Line Items]	'
Consideration	$364,329
Less: Net Assets Acquired	19,974
Intangibles Acquired:	'
Plus: Net deferred tax liability on fair value adjustments	-36,294
Goodwill	232,499
Trademarks [Member]	'
Intangibles Acquired:	'
Fair value of Intangible Assets	5,900
Noncompete Agreements [Member]	'
Intangibles Acquired:	'
Fair value of Intangible Assets	1,550
Customer Relationships [Member]	'
Intangibles Acquired:	'
Fair value of Intangible Assets	110,600
Carrier Relationships [Member]	'
Intangibles Acquired:	'
Fair value of Intangible Assets	12,100
Acquired Technology [Member]	'
Intangibles Acquired:	'
Fair value of Intangible Assets	$18,000

Acquisitions_Business_Acquisit

Acquisitions - Business Acquisition Pro Forma Information (Detail) (3PD Holding, Inc [Member], USD $)	9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
3PD Holding, Inc [Member]	'	'
Business Acquisition Pro Forma Information [Line Items]	'	'
Revenue	$659,528	$549,356
Operating Loss	-46,116	-41,854
Net Loss	($44,664)	($31,672)
Loss per common share	'	'
Basic	($1.51)	($1.07)
Diluted	($1.51)	($1.07)

Commitments_and_Contingencies_

Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Commitments And Contingencies Disclosure [Abstract]	'	'	'	'
Operating Leases, Future Minimum Payments Due	$39	'	$39	'
Operating Leases, Future Minimum Payments Due, Remainder of fiscal year	2.2	'	2.2	'
Operating Leases, Future Minimum Payments, Due in Two Years	8.2	'	8.2	'
Operating Leases, Future Minimum Payments, Due in Three Years	7.6	'	7.6	'
Operating Leases, Future Minimum Payments, Due in Four Years	6.9	'	6.9	'
Operating Leases, Future Minimum Payments, Due Thereafter	14.1	'	14.1	'
Operating Leases, Rent Expense	$2.70	$0.50	$4.60	$1.10

Debt_Additional_Information_De

Debt - Additional Information (Detail) (USD $)	1 Months Ended		3 Months Ended
Debt - Additional Information (Detail) (USD $)	Oct. 17, 2012	Sep. 26, 2012	Sep. 30, 2013
Debt Instrument [Line Items]	'	'	'
Convertible Debt, Conversion Rate, Shares Per $1000 In Principal Amount	'	60.8467	60.8467
Convertible Debt, Conversion Rate, Principal Amount Increment	'	$1,000	$1,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	'	$16.43	$16.43
Convertible Debt, Redemption Terms, Common Stock Market Price As a Percent of the Conversion Price	'	130.00%	'
Convertible Debt, Redemption Terms, Redemption Price As Percent of Principal Amount to be Redeemed	'	100.00%	'
Convertible Debt, Redemption Terms, "Make Whole Premium" Payment, Discount Rate	'	4.50%	'
Embedded Derivative, Fair Value of Embedded Derivative Liability	'	'	0
Debt Portion of Convertible Note [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Debt Issuance Cost	500,000	3,600,000	4,100,000
Proceeds from Debt, Net of Issuance Costs	14,000,000	'	'
Equity Portion of Convertible Note [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Debt Issuance Cost	100,000	1,100,000	1,200,000
Proceeds from Debt, Net of Issuance Costs	4,200,000	'	'
Convertible Debt [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Debt instrument, interest rate, stated percentage	'	4.50%	4.50%
Debt Instrument, due date	'	1-Oct-17	1-Oct-17
Proceeds from Debt, Net of Issuance Costs	18,200,000	'	'
Convertible Debt [Member] \| Public Offering [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Issuance Of Debt, Principal Amount	'	125,000,000	'
Convertible Debt [Member] \| Underwriters' Exercise of Overallotment Option [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Issuance Of Debt, Principal Amount	18,800,000	'	'
Portion of Debt Issuance Allocated to Long-Term Debt [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Convertible Debt	'	92,800,000	106,800,000
Portion of Debt Issuance Allocated to Equity [Member]	'	'	'
Debt Instrument [Line Items]	'	'	'
Debt Instrument, Convertible, Carrying Amount of Equity Component	'	$27,500,000	$31,700,000

Debt_Schedule_of_Debt_Obligati

Debt - Schedule of Debt Obligations (Detail) (USD $)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]	'	'
Convertible senior notes, interest rates	4.50%	'
Capital leases for equipment, interest rates	13.91%	'
Line of credit, interest rates	5.00%	'
Convertible senior notes, term (months)	'60 months	'
Capital leases for equipment, term (months)	'59 months	'
Convertible senior notes	$143,750	$143,750
Notes payable	970	863
Capital leases for equipment	178	154
Line of credit	34	150
Total debt and capital leases	144,932	144,917
Less: unamortized bond discount and debt issuance costs	31,033	35,470
Less: current maturities of notes payable and capital leases	723	491
Non-current maturities of debt and capital leases	$113,176	$108,956

Goodwill_Schedule_of_Goodwill_

Goodwill - Schedule of Goodwill (Detail) (USD $)	9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Goodwill [Line Items]	'	'
Goodwill at beginning of period	$55,947	$22,521
Acquisitions and other adjustments	246,900	'
Goodwill at end of period	302,847	22,521
Expedited Transportation [Member]	'	'
Goodwill [Line Items]	'	'
Goodwill at beginning of period	7,737	'
Acquisitions and other adjustments	3,823	'
Goodwill at end of period	11,560	'
Freight Forwarding [Member]	'	'
Goodwill [Line Items]	'	'
Goodwill at beginning of period	9,222	'
Acquisitions and other adjustments	'	'
Goodwill at end of period	9,222	'
Freight Brokerage [Member]	'	'
Goodwill [Line Items]	'	'
Goodwill at beginning of period	38,988	'
Acquisitions and other adjustments	243,077	'
Goodwill at end of period	$282,065	'

Stockholders_Equity_Additional

Stockholder's Equity - Additional Information (Detail) (USD $)	1 Months Ended		9 Months Ended
In Thousands, except Share data, unless otherwise specified	Aug. 31, 2012	Mar. 31, 2012	Sep. 30, 2013	Sep. 30, 2012
Stockholders Equity [Line Items]	'	'	'	'
Equity Issuance, Per Share Amount	$22.75	$15.75	'	'
Proceeds from Issuance of Common Stock	$239,700	$137,000	$239,660	$136,961
Common Stock [Member]	'	'	'	'
Stockholders Equity [Line Items]	'	'	'	'
Stock Issued During Period, Shares, New Issues	9,694,027	9,200,000	11,148,000	'
Shares Issued and Sold as a Result of the Full Exercise of the Underwriters' Overallotment Option	1,454,104	1,200,000	'	'

StockBased_Compensation_Equity

Stock-Based Compensation - Equity Awards Outstanding and Exercisable (Detail) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Options Outstanding	'	'
Options outstanding at beginning of period	1,383,332	'
Options, Granted	63,000	'
Options, Exercised	54,339	'
Options, Forfeited	10,348	'
Options, outstanding at end of period	1,381,645	1,383,332
Options, Weighted Average Exercise Price	'	'
Options, Weighted Average Exercise Price, at beginning of period	$10.06	'
Options, Weighted Average Exercise Price, Granted	$17.88	'
Options, Weighted Average Exercise Price, Exercised	$4.50	'
Options, Weighted Average Exercise Price, Forfeited	$13.12	'
Options, Weighted Average Exercise Price, at end of period	$10.61	$10.06
Options, Weighted Average Remaining Term	'	'
Options, Weighted Average Remaining Term at the end of the period	'6 years 11 months 27 days	'8 years 3 months 15 days
Restricted Stock Units, shares at beginning of period	883,816	'
Restricted Stock Units, shares, Granted	740,714	'
Restricted Stock Units, shares, Exercised	204,875	'
Restricted Stock Units, shares, Forfeited	68,000	'
Restricted Stock Units, shares at end of period	1,351,655	883,816
Restricted Stock, Weighted Average Grant Date Fair Value at beginning of period	$11.31	'
Restricted Stock, Weighted Average Grant Date Fair Value, Granted	$14.67	'
Restricted Stock, Weighted Average Grant Date Fair Value, Exercised	$11.26	'
Restricted Stock, Weighted Average Grant Date Fair Value, Forfeited	$10.65	'
Restricted Stock, Weighted Average Grant Date Fair Value at end of period	$13.19	$11.31
Minimum [Member]	'	'
Options, Weighted Average Exercise Price	'	'
Options, Weighted Average Exercise Price, at beginning of period	$2.28	'
Options, Weighted Average Exercise Price, Granted	$16.57	'
Options, Weighted Average Exercise Price, Exercised	$2.96	'
Options, Weighted Average Exercise Price, Forfeited	$6.08	'
Options, Weighted Average Exercise Price, at end of period	$2.28	'
Maximum [Member]	'	'
Options, Weighted Average Exercise Price	'	'
Options, Weighted Average Exercise Price, at beginning of period	$18.07	'
Options, Weighted Average Exercise Price, Granted	$22.03	'
Options, Weighted Average Exercise Price, Exercised	$6.08	'
Options, Weighted Average Exercise Price, Forfeited	$13.37	'
Options, Weighted Average Exercise Price, at end of period	$22.03	'

StockBased_Compensation_Additi

Stock-Based Compensation - Additional Information (Detail) (USD $)

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Jun. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

In Millions, except Share data, unless otherwise specified

2013 [Member]

2014 [Member]

2015 [Member]

2016 [Member]

2017 [Member]

RSU [Member]

Restricted Stock Units (RSUs) - subject to service conditions [Member]

Restricted Stock Units (RSUs) - subject to service and performance-based conditions [Member]

2013 [Member]

2014 [Member]

2015 [Member]

2016 [Member]

2017 [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Allocated Share-based Compensation Expense

$0.80

$0.90

$2.20

$2.60

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number

1,351,655

883,816

669,155

682,500

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized

10.2

0.9

3.5

3.3

2.4

0.1

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition

'2 years 6 months 4 days

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number

646,145

Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options

$3.70

$0.40

$1.20

$1.10

$0.80

$0.20

Earnings_per_Share_Additional_

Earnings per Share - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Earnings Per Share [Line Items]	'	'	'	'	'
Convertible preferred stock par value	$0.00	'	$0.00	'	$0.00
Assumed Average Market Price Per Share Exercise Of Warrants Treasury Method	$22.31	$14.43	$18.81	$15.17	'
Series A Convertible Preferred Stock [Member]	'	'	'	'	'
Earnings Per Share [Line Items]	'	'	'	'	'
Convertible preferred stock par value	$0.00	'	$0.00	'	'

Earnings_per_Share_Schedule_of

Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]	'	'	'	'
Basic common stock outstanding	24,221,987	17,663,403	20,167,436	14,952,059
Shares underlying the conversion of preferred stock to common stock	10,604,891	10,714,286	10,608,752	10,714,286
Shares underlying the conversion of the convertible senior notes	8,749,239	330,784	8,749,239	111,066
Shares underlying warrants to purchase common stock	7,348,157	5,516,551	6,721,704	5,770,577
Shares underlying stock options to purchase common stock	424,122	507,425	347,356	549,084
Shares underlying restricted stock units	432,888	138,921	332,488	158,308
Antidilutive shares excluded from the computation of earnings per share	27,559,297	17,207,967	26,759,539	17,303,321
Diluted weighted shares outstanding	51,781,284	34,871,370	46,926,975	32,255,380

Income_Taxes_Additional_Inform

Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Detail) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]	'	'	'	'
Income tax benefit	$19,044,000	$6,460,000	$18,748,000	$6,201,000
Effective Income Tax Rate, Continuing Operations	76.00%	-67.20%	-33.10%	-36.00%
Statutory Income Tax Rate	'	'	34.00%	34.00%
Deferred Tax Assets, Valuation Allowance	$1,800,000	'	$1,800,000	'

Related_Party_Transactions_Add

Related Party Transactions - Additional Information (Detail) (James J. Martell [Member], Restricted Stock [Member], USD $)	1 Months Ended
In Millions, unless otherwise specified	Aug. 15, 2013
James J. Martell [Member] \| Restricted Stock [Member]	'
Schedule of Other Related Party Transactions [Line Items]	'
Investment received from related party	$0.70

Reportable_Segments_Additional

Reportable Segments - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013
	Segment
Segment Reporting [Abstract]	'
Number of Reportable Segments	3

Reportable_Segments_Selected_F

Reportable Segments - Selected Financial Data for Each of Operating Segments (Detail) (USD $)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]	'	'	'	'	'
Revenue	$193,982	$70,988	$445,071	$170,088	'
Operating income (loss) from operations	-18,419	-9,280	-43,801	-16,872	'
Depreciation and amortization	8,396	721	11,743	1,462	'
Interest expense	6,415	15	12,585	30	'
Tax (benefit) provision	-19,044	-6,460	-18,748	-6,201	'
Goodwill	302,847	22,521	302,847	22,521	55,947
Total assets	700,332	387,771	700,332	387,771	413,208
Freight Brokerage [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Goodwill	282,065	'	282,065	'	38,988
Expedited Transportation [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Goodwill	11,560	'	11,560	'	7,737
Freight Forwarding [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Goodwill	9,222	'	9,222	'	9,222
Operating Segments [Member] \| Freight Brokerage [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Revenue	152,616	32,169	326,206	53,974	'
Operating income (loss) from operations	-3,415	-2,169	-12,224	-3,082	'
Depreciation and amortization	4,611	316	6,805	413	'
Interest expense	2	1	7	2	'
Tax (benefit) provision	305	-415	346	-415	'
Goodwill	282,065	5,562	282,065	5,562	'
Total assets	729,176	31,038	729,176	31,038	'
Operating Segments [Member] \| Expedited Transportation [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Revenue	25,101	23,755	75,421	71,906	'
Operating income (loss) from operations	1,739	1,415	3,678	5,837	'
Depreciation and amortization	262	127	821	393	'
Interest expense	2	1	6	3	'
Tax (benefit) provision	-2	'	'	'	'
Goodwill	11,560	7,737	11,560	7,737	'
Total assets	79,291	31,728	79,291	31,728	'
Operating Segments [Member] \| Freight Forwarding [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Revenue	19,129	17,304	54,700	49,229	'
Operating income (loss) from operations	-2,588	193	-1,738	654	'
Depreciation and amortization	3,227	145	3,407	433	'
Interest expense	'	1	'	1	'
Goodwill	9,222	9,222	9,222	9,222	'
Total assets	40,400	23,272	40,400	23,272	'
Corporate, Non-Segment [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Operating income (loss) from operations	-14,155	-8,719	-33,517	-20,281	'
Depreciation and amortization	296	133	710	223	'
Interest expense	6,411	12	12,572	24	'
Tax (benefit) provision	-19,347	-6,045	-19,094	-5,786	'
Total assets	763,110	357,127	763,110	357,127	'
Eliminations [Member]	'	'	'	'	'
Segment Reporting Information [Line Items]	'	'	'	'	'
Revenue	-2,864	-2,240	-11,256	-5,021	'
Total assets	($911,645)	($55,394)	($911,645)	($55,394)	'

Subsequent_Events_Additional_i

Subsequent Events - Additional information (Detail) (USD $)

9 Months Ended

1 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Dec. 31, 2012

Oct. 18, 2013

Oct. 10, 2013

Oct. 18, 2013

Oct. 10, 2013

Oct. 15, 2013

Oct. 02, 2013

Oct. 18, 2013

Subsequent Event [Member]

Multi Currency Revolving Credit Facility [Member]

Convertible Senior Notes [Member]

Dividend Paid [Member]

Minimum [Member]

Maximum [Member]

Multi Currency Revolving Credit Facility [Member]

LIBOR [Member]

Base Rate [Member]

Multi Currency Revolving Credit Facility [Member]

LIBOR [Member]

Base Rate [Member]

Multi Currency Revolving Credit Facility [Member]

Subsequent Event [Line Items]

Preferred stock, dividend rate, per-dollar-amount

$10

Payments of ordinary dividends, preferred stock and preference stock

$2,229,000

$2,250,000

$700,000

Common stock, shares issued

29,960,689

18,002,985

608,467

Common stock, par value

$0.00

Debt instrument, interest rate, stated percentage

4.50%

Aggregate value of convertible notes

10,000,000

Secured revolving loan credit agreement amount

125,000,000

Secured revolving loan credit agreement maturity period

'5 years

Increase in principal amount of credit agreement

$75,000,000

LIBOR rate plus

1.75%

2.25%

LIBOR base rate

0.75%

1.25%

Undrawn commitment fee percentage

0.25%

0.38%

Interest rate description

'LIBOR rate plus a margin of 1.75% to 2.25%

Fixed charge coverage ratio