Acquisition and Financial Impact - QXO completed the acquisition of Beacon Roofing Supply, valuing the transaction at $10.6 billion, with a purchase price of $124.35 per share[153]. - Net sales for the three months ended September 30, 2025, reached $2.73 billion, a significant increase from $13.1 million in the same period of 2024, primarily due to the Beacon Acquisition[157]. - For the nine months ended September 30, 2025, net sales totaled $4.65 billion, up from $42.1 million in the prior year, driven by the inclusion of Beacon's sales[158]. - Cost of products sold for the three months ended September 30, 2025, increased to $2.09 billion from $7.6 million in 2024, reflecting higher sales and inventory fair value adjustments[159]. - SG&A expenses for the three months ended September 30, 2025, rose to $452.5 million, up from $39.0 million in 2024, largely due to costs associated with the Beacon Acquisition[161]. - The company reported a net loss of $139.4 million for the three months ended September 30, 2025, compared to a net income of $17.2 million in the same period of 2024[156]. - Interest expense for the three months ended September 30, 2025, was $(37.7) million, compared to $57.0 million in 2024, primarily due to additional debt from the Beacon Acquisition[167]. Profitability and Adjusted Metrics - Adjusted Gross Profit for Q3 2025 was $687.2 million, up from $5.5 million in Q3 2024, with an Adjusted Gross Margin of 25.2% compared to 42.0% in Q3 2024[178]. - Adjusted Net Income for the nine months ended September 30, 2025, was $310.6 million, with Adjusted Diluted EPS of $0.32, compared to a net loss of $189.2 million for the same period[179]. - Adjusted EBITDA for Q3 2025 was $301.9 million, with an Adjusted EBITDA Margin of 11.1%, while the net loss for the same quarter was $139.4 million[181]. Cash Flow and Liquidity - The company's cash balance as of September 30, 2025, was $2.31 billion, primarily consisting of cash deposits and money market fund investments[183]. - The company paid $22.5 million in dividends to holders of Convertible Preferred Stock during Q3 2025, totaling $67.5 million for the nine months ended September 30, 2025[185]. - The company continually evaluates its liquidity requirements in light of operating needs, growth initiatives, and capital resources following the Beacon Acquisition[183]. - The Company paid $6.9 million in dividends to holders of Mandatory Convertible Preferred Stock during the three and nine months ended September 30, 2025[190]. - Net cash provided by operating activities increased to $74.8 million for the nine months ended September 30, 2025, up from $30.9 million in the same period of 2024, reflecting a $43.9 million increase[218]. - Net cash used in investing activities surged to $10.6 billion for the nine months ended September 30, 2025, compared to $0.1 million in 2024, primarily due to the Beacon Acquisition and increased capital expenditures[219]. - Net cash provided by financing activities rose to $7.77 billion for the nine months ended September 30, 2025, compared to $5.0 billion in 2024, driven by the issuance of Notes and net borrowings under the Term Loan and ABL Facilities[220]. Debt and Financing Activities - The Company raised $823.8 million in net proceeds from a private placement of common stock to partially fund the Beacon Acquisition, completed on April 29, 2025[188]. - The Company raised $487.9 million in net proceeds from a public offering of 37.7 million shares at $13.25 per share in April 2025[197]. - In May 2025, the Company raised $892.5 million in net proceeds from a public offering of 48.5 million shares at $16.50 per share[198]. - The Company raised $1.96 billion in net proceeds from a public offering of 89.9 million shares at $22.25 per share in June 2025[199]. - The Company issued $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032 on April 29, 2025[200]. - The outstanding balance on the Notes as of September 30, 2025, was $2.23 billion, net of $21.1 million of unamortized debt issuance costs[203]. - The Company made a voluntary principal prepayment of $1.40 billion under the Term Loan Facility on May 29, 2025, resulting in a loss on debt extinguishment of $45.7 million[209]. - The outstanding balance on the Term Loan Facility as of September 30, 2025, was $824.0 million, net of $8.0 million of unamortized OID and $18.0 million of unamortized debt issuance costs[210]. - The ABL Facility has a borrowing capacity of $1.93 billion based on the borrowing base as of September 30, 2025[211]. - As of September 30, 2025, the outstanding balance on the ABL Facility was $43.0 million, with standby letters of credit amounting to $21.2 million[217]. - The Company capitalized debt issuance costs of $18.8 million related to the ABL Facility, with $17.2 million remaining unamortized as of September 30, 2025[216]. - The weighted-average effective interest rate on debt instruments with variable rates was 7.09% as of September 30, 2025, with a potential 10% change in interest rates having no material effect on interest income or expense[222]. - The ABL Facility requires maintaining a minimum fixed charge coverage ratio of 1.0 to 1.0 when availability is below $120 million or 10% of the borrowing base[215]. - The Company is in compliance with all covenants of the ABL Credit Agreement as of September 30, 2025[214]. - The ABL Facility is secured by a second-priority lien on equity interests and guaranteed by each subsidiary guarantor[213]. - The Company incurred a commitment fee of 0.20% per annum on unutilized commitments under the ABL Facility[216]. Future Outlook and Strategy - The company aims to achieve $50 billion in annual revenues within the next decade through organic growth and strategic acquisitions in the $800 billion building products distribution industry[154]. - The company plans to leverage technology to become a leader in the building products distribution sector following the transition from a technology solutions provider[154]. - The demand for exterior building materials is expected to peak in the quarters ending June 30, September 30, and December 31, with lower sales anticipated in the March quarter due to seasonal weather impacts[182]. - The company has a quarterly dividend policy for its Convertible Preferred Stock, which is considered in evaluating overall liquidity needs[185]. - The company expects inventory fair value adjustments to be fully recognized during the year ended December 31, 2025, impacting both gross profit and net income[178].

Financial Performance - Total net sales for Q3 2025 were $2.73 billion[11] - GAAP net loss for the quarter was $139 million[11] - Adjusted Net Income attributable to common stockholders was $121 million[11] - Adjusted EBITDA for Q3 2025 was $302 million[11] - Adjusted Diluted EPS for the quarter was $0.14[11] Cash and Debt Position - Cash and cash equivalents stood at $2.3 billion[11] - Total debt, excluding finance lease obligations, was $3.1 billion[11] Future Growth Strategy - The company aims for $50 billion in annual revenues within the next decade through acquisitions and organic growth[7] Regulatory and Reporting - The refinancing of Term Loan B is subject to market conditions and no assurances are made regarding its completion[2] - The quarterly report on Form 10-Q for Q3 2025 is expected to be filed on November 6, 2025[3]

Acquisition and Growth - QXO completed the acquisition of Beacon Roofing Supply, valuing the transaction at $10.6 billion, with a purchase price of $124.35 per share[151]. - Net sales for the three months ended June 30, 2025, reached $1.91 billion, a significant increase from $14.5 million in the same period of 2024, primarily driven by the Beacon Acquisition[155]. - Cost of products sold for the three months ended June 30, 2025, increased to $1.50 billion, up from $8.7 million in the prior year, reflecting higher sales due to the acquisition[157]. - SG&A expenses for the three months ended June 30, 2025, rose to $456.8 million, compared to $9.8 million in the same period of 2024, driven by acquisition-related costs[159]. - QXO aims to achieve $50 billion in annual revenues within the next decade through a combination of acquisitions and organic growth in the building products distribution industry[152]. Financial Performance - The net loss for the three months ended June 30, 2025, was $58.5 million, compared to a loss of $0.6 million in the same period of 2024[154]. - Adjusted Gross Profit for the three months ended June 30, 2025, was $482.0 million, with an Adjusted Gross Margin of 25.3%[175]. - Adjusted Net Income attributable to common stockholders for the six months ended June 30, 2025, was $96.3 million, with an Adjusted Diluted EPS of $0.17[176]. - Adjusted EBITDA for the three months ended June 30, 2025, was $204.6 million, resulting in an Adjusted EBITDA Margin of 10.7%[177]. Tax and Expenses - The effective tax rate for the three months ended June 30, 2025, was 72.7%, significantly higher than 28.9% in the same period of 2024, due to lower pre-tax income and non-deductible transaction costs[168]. - Amortization expense for the three months ended June 30, 2025, was $79.8 million, compared to $0.2 million in the same period of 2024, primarily due to new intangible assets from the acquisition[163]. - Interest expense for the three months ended June 30, 2025, was $(30.2) million, compared to $3.5 million in the same period of 2024, largely due to additional debt from the acquisition[165]. - Loss on debt extinguishment was $45.7 million for the three and six months ended June 30, 2025, related to the prepayment of $1.40 billion under the Term Loan Facility[167]. Cash Flow and Financing - The Company had a cash balance of $2.28 billion as of June 30, 2025, primarily from cash deposits and money market investments[179]. - During the three months ended June 30, 2025, the Company paid $22.5 million in dividends to holders of Convertible Preferred Stock[181]. - The Company raised $823.8 million in net proceeds from a private placement of common stock to partially fund the Beacon Acquisition[184]. - The company raised $487.9 million in net proceeds from the sale of 37.7 million shares of common stock at $13.25 per share in April 2025[193]. - In May 2025, the company raised $892.5 million in net proceeds from the sale of 48.5 million shares of common stock at $16.50 per share[194]. - The company raised $1.96 billion in net proceeds from the sale of 89.9 million shares of common stock at $22.25 per share in June 2025[195]. - The company issued $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032, with interest paid semi-annually starting October 30, 2025[196]. - The company entered into a Term Loan Facility of $2.25 billion, maturing on April 30, 2032, to partially fund the Beacon Acquisition[200]. - As of June 30, 2025, the outstanding balance on the Term Loan Facility was $823.2 million, net of unamortized costs[206]. - The ABL Facility provides for an aggregate borrowing availability of $2.0 billion, with a borrowing capacity of $1.78 billion as of June 30, 2025[207]. - The company made a voluntary principal prepayment of $1.40 billion under the Term Loan Facility, resulting in a loss on debt extinguishment of $45.7 million[205]. - The company capitalized debt issuance costs of $22.2 million related to the Senior Secured Notes, amortized over the term of the financing arrangement[199]. - The ABL Credit Agreement requires maintaining a minimum fixed charge coverage ratio of 1.0 to 1.0 when availability is less than $120 million[211]. - As of June 30, 2025, the outstanding balance on the ABL Facility was $199.9 million, with standby letters of credit amounting to $17.5 million[213]. - Net cash used in operating activities increased to $137.7 million for the six months ended June 30, 2025, compared to $0.7 million for the same period in 2024[214]. - Net cash used in investing activities surged to $10.58 billion for the six months ended June 30, 2025, primarily due to the Beacon Acquisition and increased capital expenditures[215]. - Net cash provided by financing activities rose to $7.92 billion for the six months ended June 30, 2025, compared to $965.9 million for the same period in 2024[216]. - As of June 30, 2025, the company had outstanding borrowings of $199.9 million under the ABL Facility and $2.23 billion under its Notes[218]. - The weighted-average effective interest rate on debt instruments with variable rates was 6.94% as of June 30, 2025[218]. - The company capitalized debt issuance costs of $18.8 million related to the ABL Facility, with $18.2 million unamortized as of June 30, 2025[212]. - Cash used in operations increased by $137.0 million during the six months ended June 30, 2025, primarily due to seasonal timing of net working capital requirements[214]. - The effect of exchange rate changes on cash, cash equivalents, and restricted cash was a decrease of $0.3 million for the six months ended June 30, 2025[213]. - A 10% increase or decrease in interest rates would not have a material effect on the company's interest income or expense[218]. Market Outlook - The demand for exterior building materials is expected to peak in the quarters ending June 30, September 30, and December 31, correlating with construction cycles[178]. - The effective tax rate for calculating Adjusted Net Income for the three and six months ended June 30, 2025, was 25.84%[176]. - The Company expects inventory fair value adjustments to be fully recognized during the year ended December 31, 2025[175].

Financial Performance - QXO reported net sales of $1,906.4 million for Q2 2025, a significant increase from $14.5 million in Q2 2024[4] - Adjusted Gross Profit for Q2 2025 was $482.0 million, with an Adjusted Gross Margin of 25.3%, compared to 40.0% in Q2 2024[4][6] - The company experienced a net loss of $58.5 million in Q2 2025, with a net margin of (3.1)%, compared to (4.1)% in Q2 2024[4] - Adjusted EBITDA for Q2 2025 was $204.6 million, resulting in an Adjusted EBITDA Margin of 10.7%[4][7] - The company reported an Adjusted Net Income of $109.2 million for Q2 2025, with an Adjusted Diluted EPS of $0.11[4][7] - The company reported a net loss of $49.8 million for the six months ended June 30, 2025, compared to a net loss of $0.5 million in the same period of 2024[23] - For the six months ended June 30, 2025, Adjusted Net Income was $144.4 million, resulting in an Adjusted Diluted EPS of $0.17[32] - The company reported a net loss of $58.5 million for the three months ended June 30, 2025, compared to a net loss of $0.6 million for the same period in 2024[34] - Adjusted Net Income for the three months ended June 30, 2025, was $109.2 million, with an Adjusted Diluted EPS of $0.11[32] - Adjusted EBITDA for the three months ended June 30, 2025, was $204.6 million, with an Adjusted EBITDA Margin of 10.7%[34] Acquisition and Integration - QXO completed the acquisition of Beacon Roofing Supply for a total purchase price of $10.6 billion, financed through a combination of cash, debt, and equity[5] - The integration of Beacon is progressing well, with expectations to at least double legacy Beacon EBITDA organically[4] Debt and Financing - The company raised $4.9 billion in debt and $4.8 billion through equity issuances during Q2 2025, with a net debt position of approximately $1.2 billion as of June 30, 2025[8] - The company generated $7,923.7 million in net cash from financing activities during the six months ended June 30, 2025[23] - The company incurred a loss on debt extinguishment amounting to $45.7 million during the six months ended June 30, 2025[23] Assets and Liabilities - Total assets increased to $17,114.2 million as of June 30, 2025, compared to $5,098.3 million on December 31, 2024[21] - Total liabilities increased to $7,198.9 million as of June 30, 2025, compared to $45.4 million on December 31, 2024[21] Operational Highlights - QXO's operational results for Q2 2025 only include legacy Beacon's operations from April 29, 2025, through June 30, 2025[6] - The residential roofing products segment accounted for 48.7% of total net sales for the three months ended June 30, 2025[25] Inventory and Restructuring - The company incurred restructuring costs of $35.3 million for both the three and six months ended June 30, 2025[32] - Inventory fair value adjustments amounted to $80.3 million for the three and six months ended June 30, 2025[34] - The company expects inventory fair value adjustments to be fully recognized during the year ended December 31, 2025[34] Share Information - The diluted weighted-average common shares outstanding for the three months ended June 30, 2025, were 702.0 million[32] Cash Flow - Cash and cash equivalents decreased to $2,282.3 million at the end of the period, down from $5,072.0 million at the beginning of the period[23] - Capital expenditures for the six months ended June 30, 2025, were $19.7 million[23] Taxation - The effective tax rate for calculating Adjusted Net Income for the three and six months ended June 30, 2025, was 25.84%[32]

Financial Performance - As of March 31, 2025, QXO, Inc. reported a net revenue of $13.5 million, a decrease of $928,000 or 6.4% compared to the same period in the prior year[96]. - The company's total cost of revenue for the three months ended March 31, 2025, was $8.1 million, down $656,000 or 7.5% year-over-year, with a gross margin of 39.9%[98]. - Selling, general and administrative expenses surged to $44.4 million, an increase of $39.2 million or 755.9% compared to the same period in the prior year, primarily due to new management compensation and acquisition-related costs[99]. - Interest income increased significantly by $56.6 million for the three months ended March 31, 2025, attributed to interest earned on cash reserves following the equity investment[101]. Acquisition and Growth Strategy - The company completed the acquisition of Beacon Roofing Supply, Inc. for approximately $11.0 billion, transitioning to a building products distribution company[94]. - QXO aims to achieve $50 billion in annual revenues within the next decade through strategic acquisitions and organic growth in the $800 billion building products distribution industry[95]. Liquidity and Cash Management - The company's cash balance was $5.08 billion as of March 31, 2025, providing sufficient liquidity for operations over the next 12 months[108]. - QXO raised approximately $830.6 million through a private placement of 67.5 million shares at $12.30 per share to partially fund the Beacon acquisition[110]. - Following the acquisition, QXO Building Products issued $2.25 billion in Senior Secured Notes due 2032 to finance the transaction[112]. - The company paid $22.5 million in dividends to holders of its Convertible Preferred Stock during the three months ended March 31, 2025[109]. - The company had a cash balance of approximately $400 million post-Beacon Acquisition, primarily in bank deposits and money market funds[124]. Debt and Financing Activities - The Term Loan Facility has an aggregate borrowing availability of $2.0 billion, with a borrowing base that determines the actual amount available[119]. - The Borrower borrowed $400 million under the ABL Facility to partially fund the Beacon Acquisition, leaving a remaining borrowing capacity of $1.6 billion[119]. - Cash used in financing activities increased by $22.4 million year-over-year, mainly due to payments of preferred stock dividends[127]. - The ABL Facility requires a minimum fixed charge coverage ratio of 1.0 to 1.0 if availability is less than $120 million or 10% of the borrowing base[123]. - The Term Loan Facility requires scheduled quarterly amortization payments of 1.0% of the original principal amount[116]. - The ABL Credit Agreement includes customary affirmative and negative covenants, with certain events of default related to a change of control[122]. Operational Cash Flow - Cash provided by operating activities increased by $36.1 million year-over-year, attributed to interest income offset by higher personnel costs[125]. - Cash used in investing activities increased by $744,000 year-over-year, primarily due to the purchase of the QXO domain name and IT equipment capital expenditures[126]. Risk Management - The company does not hold any derivative instruments or engage in hedging activities[128].

Revenue Performance - QXO reported total revenue of $13.5 million for Q1 2025, a decrease of 6.4% from $14.4 million in Q1 2024[5] - Software product revenue remained stable at $3.5 million, while service and other revenue decreased by 8.8% to $10.0 million[5] Net Income and Profitability - Net income for the quarter was $8.8 million, significantly up from $138,000 in the same period last year, driven by $56.6 million in interest income[6] - The company reported a loss of $(0.03) per share for Q1 2025, compared to earnings of $0.21 per share in Q1 2024[20] - Net income for the three months ended March 31, 2025, was $8,755,000, a significant increase from $138,000 in the same period of 2024[22] - Adjusted EBITDA was negative $8.9 million, compared to positive $0.5 million in Q1 2024, primarily due to increased employee-related costs[6] - Adjusted EBITDA for the same period was $(8,915,000), compared to $504,000 in the prior year, indicating a decline in operational profitability[24] Cash Flow and Assets - Net cash provided by operating activities reached $36,504,000, a substantial increase from $365,000 in the previous year[22] - Cash, cash equivalents, and restricted cash at the end of the period totaled $5,085,172,000, compared to $6,278,000 in the prior year[22] - The company reported a net increase in cash of $13,168,000 during the quarter, compared to a modest increase of $135,000 in the prior year[22] Expenses and Liabilities - Total liabilities increased to $53.8 million from $45.4 million year-over-year[18] - Share-based compensation expenses amounted to $20,260,000, reflecting the company's investment in employee incentives[22] - The company incurred transaction costs of $9,833,000 during the quarter, which were not present in the same quarter last year[24] - The provision for income taxes was $8,512,000, up from $70,000 in the previous year, indicating increased tax obligations[24] - Depreciation and amortization expenses totaled $278,000, slightly up from $276,000 in the same period last year[24] Strategic Initiatives - The company completed an $11 billion acquisition of Beacon Roofing Supply, aiming to lead the $800 billion building products distribution industry[5] - QXO targets $50 billion in annual revenues within the next decade through strategic acquisitions and organic growth[7] - QXO's management emphasizes the importance of integrating the Beacon acquisition to enhance operational performance and shareholder value[5]

Stock Performance and Ownership - The common stock price has been highly volatile, ranging from $41.74 to $205.40 since June 13, 2024, significantly higher than the initial sale price of $9.14 per share[36]. - Approximately 31.4% of the voting power of the capital stock is controlled by the Chairman and CEO, Brad Jacobs, allowing him significant influence over company decisions[49]. - JPE, controlled by Mr. Jacobs, holds 900,000 shares of Convertible Preferred Stock and 197,109,065 Warrants, potentially convertible into 394,218,132 shares of common stock, representing about 49.2% of voting power on a fully diluted basis[50]. - The company has registered 789,549,465 shares of common stock for potential sale by stockholders, which could adversely affect the market price of the common stock[39]. - The concentration of ownership and voting power may delay or prevent changes in control that could benefit stockholders, impacting the market price of the common stock[52]. Financial Performance - Total revenue for the year ended December 31, 2024, was $56.873 million, an increase from $54.517 million in 2023, representing a growth of approximately 4.4%[148]. - The net income for the year ended December 31, 2024, was $27.969 million, compared to a net loss of $1.070 million in 2023, indicating a significant turnaround in financial performance[148]. - The company's total current assets decreased to $5.089579 million in 2024 from $11.796 million in 2023, reflecting a decline of approximately 56.8%[145]. - Selling, general and administrative expenses rose sharply to $92.943 million in 2024 from $22.097 million in 2023, marking an increase of approximately 320%[148]. - The total liabilities increased to $45.363 million in 2024 from $13.024 million in 2023, representing an increase of approximately 248%[145]. - The company reported a loss from operations of $71 million for the year ended December 31, 2024, compared to a loss of $1.311 million in 2023[148]. - The company's accumulated deficit increased to $(6.229) million in 2024 from $(1.948) million in 2023[145]. - The total stockholders' equity decreased to $5.052899 million in 2024 from $7.471 million in 2023, a decline of approximately 32%[145]. Capital Structure and Financing - The company does not intend to pay dividends in the foreseeable future, relying on market price appreciation for investor returns[44]. - Future equity capital raises may lead to substantial dilution for existing shareholders, particularly if shares are issued at a significant discount[45]. - The company may face challenges in raising additional financing on acceptable terms, which could limit acquisition opportunities and working capital[46]. - Anti-takeover provisions in the company's Charter and bylaws could impair potential acquisition attempts, affecting stockholder opportunities for premium sales[53]. - The company completed a $1.0 billion cash investment from Jacobs Private Equity II, LLC, which facilitated a name change and a new ticker symbol on Nasdaq[159]. - The issuance of common stock and pre-funded warrants generated proceeds of $4,051,103,000, significantly bolstering the company's financial position[157]. - The company raised approximately $3.5 billion through a private placement of 340,932,212 shares at $9.14 per share, closing on July 19, 2024[206]. - An additional private placement generated approximately $620 million from the sale of 67,833,699 shares at $9.14 per share, closing on July 25, 2024[207]. Operational Challenges - The company is highly dependent on the leadership of Brad Jacobs as Chairman and CEO, and his loss could materially adversely affect the business and financial condition[57]. - The company faces risks related to acquisitions, including the failure to consummate acquisitions expeditiously, which could adversely impact business prospects and stock price[60]. - The building products distribution industry is highly fragmented and competitive, with low barriers to entry for local competitors, affecting net sales and operating results[64]. - The company may not be able to successfully integrate acquired businesses, which could lead to unexpected liabilities and adversely affect financial condition and results of operations[62]. - The industry is subject to cyclical market pressures, and prolonged periods of weak demand could reduce net sales and margins, potentially leading to losses[66]. - The company may face increased costs and reduced supply of building materials due to global trade tensions and tariffs, impacting competitiveness[67]. - The legacy business may fail to develop new products or technologies, which could hinder competitiveness and lead to unexpected expenses[69]. - The software and technology industry is highly competitive, and the legacy business may struggle to compete effectively against larger competitors[71]. - The rapid technological changes in the industry may cause the legacy business's products to become obsolete more quickly than expected[74]. Tax and Regulatory Matters - The effective income tax rate for 2024 was 45.0%, significantly higher than 22.0% in 2023, primarily due to permanent items and state income tax adjustments[236]. - The Company did not incur any interest or penalties related to income tax matters for the years ended December 31, 2024, and 2023[191]. - The Company’s total current tax provision for 2024 was $24.002 million, compared to $41,000 in 2023[236]. - The Company’s deferred tax assets increased to $3.975 million in 2024 from $1.912 million in 2023, while net deferred tax assets rose to $2.603 million[238]. Employee Compensation and Incentives - The Company recognized share-based compensation expense of $34.513 million in 2024, compared to only $41,000 in 2023[235]. - The Company granted 13,470 RSUs with a grant date fair value of $11.57, resulting in total unrecognized compensation expense of $143.1 million expected to be recognized over 4.93 years[230]. - The Company granted 8,420 pRSUs with a grant date fair value of $20.24, leading to total unrecognized compensation expense of $148.5 million expected to be recognized over 3.52 years[233]. - The Company’s total employee compensation and benefits for 2024 amounted to $46.984 million, up from $26.696 million in 2023[246]. Strategic Initiatives - QXO's strategy aims to capture a share of the $800 billion building products distribution industry, targeting tens of billions in annual revenue over the next decade through acquisitions and organic growth[161]. - The Company has announced a cash tender offer to acquire Beacon Roofing Supply, Inc. at a purchase price of $124.25 per share, with financing commitments fully covering the purchase price and associated costs[247][248]. - The Company completed an equity investment of $1.0 billion on June 6, 2024, through the issuance of 1,000,000 shares of Convertible Preferred Stock[197]. - The Company declared a special cash dividend of $17.4 million to stockholders of record as of the day before the closing of the Equity Investment, paid on June 12, 2024[204]. - An 8:1 reverse stock split was executed on June 6, 2024, reducing the issued and outstanding share count from 5,315,581 to 664,284 shares[205]. Asset Management - The allowance for expected credit losses increased to $547,000 at the end of 2024, up from $510,000 in 2023, indicating a cautious approach to credit risk management[168]. - The total intangible assets decreased from $4.919 million in 2023 to $4.024 million in 2024, with accumulated amortization increasing from $4.540 million to $5.415 million[215]. - The company extinguished all long-term debt obligations during the year ended December 31, 2024, with long-term debt of $1.7 million as of December 31, 2023[217]. - The company expects future amortization expenses for intangible assets to total $4.024 million over the next several years[216]. - As of December 31, 2024, total accrued expenses amounted to $35.692 million, a significant increase from $2.681 million as of December 31, 2023[177]. - The net property and equipment value decreased to $445,000 as of December 31, 2024, from $503,000 as of December 31, 2023, with depreciation expense of $246,900 for 2024 compared to $328,900 for 2023[180].

Revenue Performance - QXO reported total revenue of $14.7 million for Q4 2024, unchanged from Q4 2023, with software product revenue increasing by 7.3% to $5.0 million[6]. - For the full year 2024, total revenue was $56.9 million, representing a 4.3% increase from $54.5 million in 2023[3]. - Total revenue for the year ended December 31, 2024, increased to $56,873 million, up 4.3% from $54,517 million in 2023[21]. Profitability and Loss - The company incurred a net loss of $(0.02) per share for Q4 2024 and $(0.11) per share for the full year 2024[2]. - Net income for the year ended December 31, 2024, was $27,969 million, a significant recovery from a net loss of $1,070 million in 2023[21]. - Adjusted EBITDA for Q4 2024 was a loss of $(7.7) million, compared to a gain of $0.7 million in Q4 2023, reflecting costs related to a new senior management team[7]. - Adjusted EBITDA for the year ended December 31, 2024, was $(19,832) million, down from $2,717 million in 2023, indicating a decline in operational profitability[25]. - The company’s basic loss per share for the year ended December 31, 2024, was $(0.11), compared to $(1.63) in 2023[21]. Cash and Assets - QXO's cash position as of December 31, 2024, was approximately $5.1 billion, with no debt[7]. - QXO's total assets as of December 31, 2024, were $5.1 billion, a significant increase from $20.5 million in 2023[19]. - Cash provided by operating activities for the year ended December 31, 2024, was $84,883 million, a significant increase from $584 million in 2023[23]. - The company reported a total cash balance of $5,072,004 million at the end of 2024, compared to $6,143 million at the end of 2023[23]. Expenses - Operating expenses for the year ended December 31, 2024, rose to $93,932 million, compared to $22,925 million in 2023, reflecting a substantial increase[21]. - The company incurred $38,896 million in selling, general, and administrative expenses for the year ended December 31, 2024, compared to $5,079 million in 2023[21]. Interest Income and Financing - The company reported net income of $11.3 million for Q4 2024, which included $61.4 million in interest income[7]. - Interest income for the year ended December 31, 2024, was $121,812 million, a notable increase from an expense of $56 million in 2023[21]. - The company issued common stock and pre-funded warrants, generating proceeds of $4,051,103 million in financing activities during the year[23]. Strategic Goals - The company aims to become a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions in annual revenue over the next decade through acquisitions and organic growth[5][8]. - The company is pursuing multiple high-value M&A opportunities to enhance its market position[5].

Financial Performance - Total revenue for the three months ended September 30, 2024, was $13,155,000, a decrease of 2% compared to $13,423,000 for the same period in 2023[9] - Net income for the three months ended September 30, 2024, was $17,132,000, compared to a net loss of $2,110,000 for the same period in 2023[9] - For the nine months ended September 30, 2024, QXO reported a net income of $16.68 million, a significant improvement from a net loss of $1.49 million in the same period of 2023[19] - Total revenue for the nine months ended September 30, 2024, was $42.13 million, compared to $39.81 million for the same period in 2023, reflecting an increase of approximately 5.5%[34] - The company reported a loss from operations of $33,826,000 for the three months ended September 30, 2024, compared to a loss of $2,558,000 for the same period in 2023[9] - The company reported basic and diluted earnings per share of $(0.01) for the three months ended September 30, 2024, compared to $(3.21) for the same period in 2023[56] Assets and Liabilities - Total current assets as of September 30, 2024, were $5,055,639, a significant decrease from $11,796,000 as of December 31, 2023[7] - Total liabilities increased to $19,885,000 as of September 30, 2024, compared to $13,024,000 as of December 31, 2023[7] - Cash and cash equivalents decreased to $5,037,112 as of September 30, 2024, from $6,143,000 as of December 31, 2023[7] - The company’s total stockholders' equity as of September 30, 2024, was $5,043,582, a decrease from $7,471,000 as of December 31, 2023[7] - The company’s total assets as of September 30, 2024, were $5,063,467, down from $20,495,000 as of December 31, 2023[7] Cash Flow - Cash provided by operating activities for the nine months ended September 30, 2024, was $30.92 million, a substantial increase from $0.82 million in the prior year[19] - The company experienced a significant increase in cash flows from financing activities, totaling $5.00 billion for the nine months ended September 30, 2024, compared to a cash outflow of $1.87 million in the same period of 2023[19] Shareholder Activities - The company paid $9.8 million in quarterly dividends to holders of Convertible Preferred Stock during the quarter ended September 30, 2024[49] - The company declared a $17.4 million aggregate cash dividend to stockholders of record as of the day before the closing of the Equity Investment[52] - The company raised approximately $1.0 billion through the issuance of 1,000,000 shares of Convertible Preferred Stock, which are convertible into 219,010,074 shares of common stock at an initial conversion price of $4.566 per share[46] - The company generated gross proceeds of approximately $3.5 billion from a private placement of 340,932,212 shares of common stock at a price of $9.14 per share[53] Compensation and Expenses - Operating expenses for the three months ended September 30, 2024, were $39,268,000, compared to $7,908,000 for the same period in 2023, reflecting a substantial increase[9] - Share-based compensation for the nine months ended September 30, 2024, was $13.99 million, compared to $41,000 in the same period of 2023[19] - The Company recognized share-based compensation expense of $13.985 million for the three months ended September 30, 2024, compared to $41,000 for the same period in 2023[79] Strategic Initiatives - The company aims to achieve tens of billions in annual revenue over the next decade through strategic acquisitions and organic growth in the $800 billion building products distribution industry[23] - The company is focused on becoming a tech-forward leader in its industry, leveraging its legacy operations and professional services to enhance customer value[22] Other Financial Metrics - Deferred revenue as of September 30, 2024, included $519,200 for maintenance and support services and $2.3 million in deposits for future consulting services[37] - The effective tax rate for the three months ended September 30, 2024, was 25.8%, up from 17.8% for the same period in 2023, indicating a significant increase of 45%[69] - The Company extinguished all long-term debt obligations as of September 30, 2024, compared to $1.70 million in long-term debt as of December 31, 2023[60] Acquisitions and Investments - The Company acquired a customer list from JCS Computer Resource Corporation for a total consideration of $1.3 million, which will be amortized over its estimated useful life[68] - The company completed a $1.0 billion cash investment from Jacobs Private Equity II, LLC, which led to a name change from SilverSun Technologies, Inc. to QXO on June 6, 2024[21] Stock and Shares - The company issued 408,766 shares of common stock during the three months ended September 30, 2024, contributing to additional paid-in capital of $4,051,099[12] - The company issued warrants exercisable for an aggregate of 219,010,074 shares of common stock, with varying exercise prices[50] - As of September 30, 2024, total unrecognized compensation expense related to unvested RSUs was $148.1 million, expected to be recognized over a weighted-average period of 5.18 years[72] - The Company granted 8,420 performance-based RSUs (pRSUs) with a weighted average grant date fair value of $20.24, with total unrecognized compensation expense of $161.5 million expected to be recognized over 3.72 years[76] Property and Equipment - As of September 30, 2024, the net property and equipment amounted to $456,000, a decrease from $503,000 as of December 31, 2023[40] - The company’s accumulated depreciation and amortization for property and equipment was $3,802,000 as of September 30, 2024, compared to $3,606,000 as of December 31, 2023[40] - Total lease assets decreased to $538,000 as of September 30, 2024, down from $854,000 as of December 31, 2023, representing a decline of approximately 37%[63] - Total lease liabilities also decreased to $669,000 as of September 30, 2024, from $923,000 as of December 31, 2023, a reduction of about 27.5%[63]

Revenue Performance - Total revenue for Q3 2024 was $13.16 million, a decrease of 2.0% compared to $13.42 million in Q3 2023[3] - Total revenue for QXO, Inc. in Q3 2024 was $13,155,000, a decrease of 2% from $13,423,000 in Q3 2023[17] - Software product revenue increased by 6.2% to $3.03 million, while service and other revenue decreased by 4.2% to $10.13 million[2] - Software product revenue increased to $3,028,000 in Q3 2024, up 6.3% from $2,850,000 in Q3 2023[17] - Total cost of revenue decreased to $7,713,000 in Q3 2024, down from $8,073,000 in Q3 2023[17] Net Income and Earnings - Net income for the quarter was $17.1 million, which included $57.0 million in interest income[4] - Net income for Q3 2024 was $17,132,000, compared to a net loss of $2,110,000 in Q3 2023[17] - The company reported a loss per share of $(0.01) in Q3 2024, an improvement from $(3.21) in Q3 2023[17] Operating Expenses and EBITDA - Adjusted EBITDA was negative $11.47 million, a significant decline from positive $665,000 in Q3 2023, attributed to higher employee-related costs[4] - Adjusted EBITDA for Q3 2024 was $(11,469,000), a decline from $665,000 in Q3 2023[19] - Operating expenses surged to $39,268,000 in Q3 2024, a significant increase from $7,908,000 in Q3 2023[17] Cash and Financial Position - As of September 30, 2024, QXO had approximately $5.04 billion in cash on hand[5] - Cash, cash equivalents, and restricted cash at the end of the period were $5,040,612,000, down from $6,880,000 in the previous year[18] - Cash provided by operating activities for the nine months ended September 30, 2024, was $30,923,000, a substantial increase from $818,000 in the same period of 2023[18] Shareholder Equity and Liabilities - Total stockholders' equity as of September 30, 2024, was $5.04 billion, down from $7.47 billion at the end of 2023[16] - Current liabilities totaled $19.89 million, an increase from $13.02 million in the previous year[16] Financing Activities - The company raised approximately $4.1 billion through private placements, increasing common shares outstanding to 409.4 million[5] - The company raised $4,051,103,000 from the issuance of common stock and pre-funded warrants during the financing activities[18] Future Growth Strategy - QXO aims to target tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth in the $800 billion building products distribution industry[6] - The company has no long-term debt, positioning it favorably for future growth initiatives[3]