UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ...

Exhibit 99.1 GREENWICH, Conn. — August 14, 2025 — QXO, Inc. ("QXO" or the "Company") (NYSE: QXO) today announced its financial results for the second quarter 2025. The Company reported a basic and diluted loss per common share of $(0.15) and an Adjusted Diluted Earnings per Common Share ("Adjusted Diluted EPS"), a non-GAAP financial measure, of $0.11 for the three months ended June 30, 2025. SECOND QUARTER 2025 SUMMARY RESULTS | | | | Three Months Ended June 30, | | | --- | --- | --- | --- | --- | | (in mil ...

or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 10-Q ____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 (Exact name of registrant as specified in its charter) For the transition period from to Delaware (State or other jurisdiction of incorporation) 16-1633636 (IRS Employer Ide ...

FIRST QUARTER 2025 SUMMARY RESULTS | | | Three Months Ended March 31, | | | | | --- | --- | --- | --- | --- | --- | | (in thousands) | 2025 | | 2024 | | Change % | | Revenue: | | | | | | | Software product, net | $ | 3,517 | $ | 3,480 | 1.1 % | | Service and other, net | | 9,991 | | 10,956 | (8.8)% | | Total revenue, net | $ | 13,508 | $ | 14,436 | (6.4)% | | Net income | $ | 8,755 | $ | 138 | NM | | Adjusted EBITDA¹ | $ | (8,915) $ | | 504 | NM | | NM - Not Meaningful | | | | | | Exhibit 99.1 QXO Reports F ...

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]

Revenue Growth - QXO's consolidated net revenue for Q2 2024 increased by $1.28 million or 9.7% year-over-year, and for the first six months, it increased by $2.59 million or 9.8%[89] - Software product revenue rose due to the expansion of Sage Intacct and Accumatica product lines, while service revenue grew from hosting application services and consulting practices[89] Cost and Expenses - Cost of revenue for Q2 2024 increased by $673,000 or 8.3%, with a margin expansion to 39.8% compared to 39.1% in the prior year[90] - Selling, general and administrative expenses surged by $5.31 million or 117.3% in Q2 2024, primarily due to new senior management salaries and severance payments[91] - Depreciation and amortization expense increased by $57,000 or 27.9% in Q2 2024, attributed to higher amortization from the acquisition of JCS in 2023[92] - Adjusted EBITDA for the second quarter of 2024 was $(1,207,000), a decline from $705,000 in the same quarter of 2023, primarily due to increased employee-related costs[95] Investment and Financing - The company closed an equity investment on June 6, 2024, generating gross proceeds of $1.0 billion from the issuance of 1,000,000 shares of Convertible Perpetual Preferred Stock[97] - On July 19, 2024, the company completed a private placement, raising approximately $3.5 billion from the sale of 340,932,212 shares of common stock[97] - A subsequent private placement on July 25, 2024, generated approximately $620 million from the sale of 67,833,699 shares of common stock[98] - The company declared a cash dividend of $17.4 million to stockholders, funded by proceeds from the equity investment[98] - Cash provided by financing activities was $965.9 million, a significant increase from $531,000 used in the same period last year, due to the equity investment[100] Financial Position - For the six months ended June 30, 2024, the company reported a net loss of $591,000 compared to a net income of $344,000 for the same period in 2023[95] - As of June 30, 2024, the company's cash balance was $971.3 million, which increased to approximately $5.0 billion following the private placements[99] - The company has no outstanding debt obligations and believes its liquidity is sufficient to support operations over the next 12 months[99] Strategic Focus - QXO aims to create a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions in annual revenue over the next decade[81] - The company is focused on fostering recurring revenue and customer retention through a multi-pronged growth strategy, including sales and acquisitions[82] - QXO's legacy business includes five core components, with a significant portion of service revenue coming from ongoing customer relationships and flexible revenue options[82] - The company has expanded its footprint to nearly every U.S. state, enhancing its operational platform and creating additional revenue streams[86] Cash Flow - Cash used in operating activities increased by $359,000 year-over-year, attributed to higher personnel costs[100]

Financial Performance - Total revenue for Q2 2024 was $14.54 million, a 9.6% increase from $13.26 million in Q2 2023[1] - Software product revenue increased to $3.78 million, up 14.5% from $3.30 million year-over-year[1] - Service and other revenue rose to $10.76 million, a 7.9% increase compared to $9.96 million in the same period last year[1] - The net loss for Q2 2024 was ($591,000), compared to a net income of $344,000 in Q2 2023, representing a significant shift in performance[1] - Adjusted EBITDA for Q2 2024 was ($1.21) million, a decline from $705,000 in Q2 2023, attributed to higher employee-related costs[2] - Total revenue for the first half of 2024 was $28.98 million, a 9.8% increase from $26.39 million in the first half of 2023[2] - Total revenue for QXO, Inc. increased to $14,540,000 in Q2 2024, up 9.7% from $13,257,000 in Q2 2023[15] - Software product revenue rose to $3,776,000, a 14.5% increase compared to $3,298,000 in the same period last year[15] - Service and other revenue reached $10,764,000, reflecting a 8.1% growth from $9,959,000 year-over-year[15] - Operating expenses surged to $10,096,000 in Q2 2024, a significant increase of 113.5% from $4,729,000 in Q2 2023[15] - Net loss for Q2 2024 was $591,000, compared to a net income of $344,000 in Q2 2023[15] - Adjusted EBITDA for Q2 2024 was $(1,207,000), a decline from $705,000 in Q2 2023[17] - The company reported a net cash used in operating activities of $683,000 for the first half of 2024, compared to $324,000 in the same period of 2023[16] Cash Position - The company had approximately $971 million in cash on hand as of June 30, 2024, which increased to approximately $5.0 billion after two private placements in July 2024[1][3] - Cash and cash equivalents at the end of the period totaled $971,284,000, up from $7,130,000 at the end of Q2 2023[16] - QXO, Inc. raised $983,650,000 from the issuance of preferred stock and warrants during the financing activities[16] Strategic Growth Initiatives - 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[4] - The introduction of a new senior management team is part of the company's expansive growth plan, which has led to increased costs impacting Adjusted EBITDA[2] - The company is focused on becoming a tech-forward leader in building products distribution through strategic acquisitions and organic growth initiatives[3] Shareholder Information - The weighted average shares outstanding increased to 664,000 in Q2 2024 from 657,000 in Q2 2023[15]