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[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]. - The company aims to achieve $50 billion in annual revenues within the next decade through strategic acquisitions and organic growth in the building products distribution industry[154]. - QXO has transitioned to the largest publicly-traded distributor of roofing and complementary building products in North America following the Beacon Acquisition[154]. Financial Performance - 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]. - 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, resulting in an Adjusted EBITDA Margin of 11.1%, while the net loss for the same quarter was $139.4 million[181]. Expenses and Costs - 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, due to ongoing operational costs post-acquisition and transformation efforts[161]. - 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]. Tax and Liquidity - The effective tax rate for the nine months ended September 30, 2025, was 14.1%, down from 25.9% in the same period of 2024, influenced by pre-tax losses and acquisition-related costs[170]. - The company continually evaluates its liquidity requirements, with primary sources being cash on the balance sheet, cash generated by operations, and borrowings under the ABL Facility[183]. - The company has a quarterly dividend policy for its Convertible Preferred Stock, which is considered in evaluating overall liquidity needs[185]. Cash Flow and Financing Activities - Net cash provided by operating activities was $74.8 million for the nine months ended September 30, 2025, an increase of $43.9 million compared to $30.9 million for the same period in 2024[218]. - Net cash used in investing activities was $10.6 billion for the nine months ended September 30, 2025, a significant increase from $0.1 million for the same period in 2024, primarily due to the Beacon Acquisition[219]. - Net cash provided by financing activities was $7.77 billion for the nine months ended September 30, 2025, an increase of $2.77 billion compared to $5.0 billion for the same period in 2024[220]. Debt and Capital Structure - 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 to partially fund the Beacon Acquisition[200]. - The Term Loan Facility has an aggregate principal amount of $2.25 billion and matures on April 30, 2032[204]. - As of September 30, 2025, the outstanding balance on the Term Loan Facility was $824.0 million, net of unamortized costs[210]. - The ABL Facility provides for an aggregate borrowing availability of $2.0 billion, with a borrowing capacity of $1.93 billion as of September 30, 2025[211]. - The Company recognized a loss on debt extinguishment of $45.7 million due to a voluntary principal prepayment of $1.40 billion under the Term Loan Facility[209]. - The Company capitalized debt issuance costs of $22.2 million related to the Senior Secured Notes, amortized over the term of the financing arrangement[203]. - The Company capitalized debt issuance costs of $18.8 million related to the ABL Facility, with $17.2 million of unamortized costs remaining as of September 30, 2025[216]. Market and Operational Insights - 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 is in compliance with the covenants of the ABL Credit Agreement as of September 30, 2025[214]. - The Company has minimal foreign currency exposure, primarily operating within the U.S.[221]. - A 10% increase or decrease in interest rates would not have a material effect on the Company's interest income or expense[222].

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 revenue for the three months ended September 30, 2025, was $933,337,000, representing a 34% increase from $698,479,000 in the same period of 2024[218] - Operating income improved to $63,661,000 compared to a loss of $132,623,000 in the prior year, marking a 148% increase[218] - Net income for the quarter was $80,694,000, a significant recovery from a net loss of $100,222,000 in the same quarter of 2024, reflecting an 181% improvement[218] - For the three months ended September 30, 2025, GMV was $10.8 billion, representing a 42% increase compared to $7.6 billion in the same period in 2024[241] - Merchant network revenue increased by $66.8 million, or 36%, for the three months ended September 30, 2025, compared to the same period in 2024[254] - Interest income rose by $77.1 million, or 20%, for the three months ended September 30, 2025, compared to the same period in 2024, driven by a 19% increase in the average balance of loans held for investment[258] - Gain on sales of loans increased by $55.4 million, or 87%, for the three months ended September 30, 2025, compared to the same period in 2024, with loan sales volume rising to $4.9 billion[259] - Servicing income increased by $13.7 million, or 53%, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a 57% increase in the average unpaid principal balance of off-balance sheet loans[262] - Loss on loan purchase commitment increased by $17.3 million, or 32%, for the three months ended September 30, 2025, compared to the same period in 2024, due to a 36% increase in total volume of loans purchased[264] Consumer Metrics - Active consumers reached approximately 24.1 million as of September 30, 2025, up 24% from approximately 19.5 million as of September 30, 2024[246] - Transactions per active consumer increased to 6.1 for the three months ended September 30, 2025, up 20% from 5.1 for the same period in 2024[250] Loan and Funding Information - Approximately $1.9 billion in loans were directly originated by the company, representing 18% of total GMV for the quarter[225] - For the three months ended September 30, 2025, Pay-in-X represented 15% of total GMV, while 0% APR installment loans accounted for 13%[220] - GMV from 0% APR monthly installment loans was $1.4 billion, representing a 74% increase from $826 million for the same period in 2024[244] - The company has drawn an aggregate of $1.2 billion on its warehouse credit facilities as of September 30, 2025, with a total borrowing capacity of $5.2 billion[286] - The company intends to add necessary funding capacity to support growth objectives as it expands into new geographies[288] - The company has a revolving credit facility with an aggregate commitment amount of $330.0 million, maturing on June 26, 2027, with no borrowings outstanding as of September 30, 2025[293] - The convertible senior notes have an aggregate principal balance of $1.1 billion, with the 2026 Notes maturing on November 15, 2026, and the 2029 Notes maturing on December 15, 2029[294] Cash Flow and Investments - Net cash provided by operating activities was $374.6 million for the three months ended September 30, 2025, compared to $196.9 million for the same period in 2024, reflecting a significant increase[296][298] - Net cash used in investing activities was $139.6 million for the three months ended September 30, 2025, with cash outflows primarily driven by purchases and origination of loans held for investment totaling $9.8 billion[300] - Net cash provided by financing activities was $110.1 million for the three months ended September 30, 2025, driven by $9.1 billion in proceeds from the issuance of secured debt[302] Risk Management - The company continues to monitor macroeconomic conditions, including elevated interest rates and consumer demand fluctuations, which may impact future performance[233] - The company maintains an interest rate risk management program, estimating that a hypothetical 100 basis point upward shock to interest rates would have a less than $70.0 million adverse impact on cash flows over the next 12 months[319] - The company is exposed to credit risk on $7.2 billion of loans held within its balance sheet as of September 30, 2025, with approximately 11% of loan receivables related to customers in California[322] - The company is exposed to credit risk due to nonperformance by financial institutions holding cash and cash equivalents[324] - The company manages credit risk by diversifying counterparties and adhering to guidelines regarding credit ratings and investment maturities[324] - A failure of multiple financing sources to fulfill funding obligations could materially adversely affect the company's financial condition and cash flows[324] Regulatory and Compliance - Regulatory oversight from the Consumer Financial Protection Bureau (CFPB) remains a factor, with ongoing requests for reports concerning the company's business conduct and activities[237] Expenses - Processing and servicing expenses increased by $38.7 million, or 41%, for the three months ended September 30, 2025, driven by a $2.9 billion, or 41%, increase in payment volume[269][270] - Technology and data analytics expenses increased by $33.8 million, or 25%, for the three months ended September 30, 2025, with a 43% rise in amortization of internally-developed software[273] - Sales and marketing expenses decreased by $66.7 million, or 46%, primarily due to a $66.3 million, or 62%, decrease in Amazon warrant expense[275] - General and administrative expenses increased by $6.5 million, or 5%, due to higher professional services costs, including consulting and legal fees[277] - Other income, net, decreased by $14.9 million, or 44%, primarily due to an $18.1 million, or 92%, reduction in gains from early extinguishment of convertible debt[280]

Revenue Performance - Net revenues for the three months ended September 30, 2025 decreased by $78.9 million or 7.8% compared to the same period in 2024, with a 3.2% increase when excluding the impact of the Jack Wolfskin sale[153]. - For the nine months ended September 30, 2025, net revenues decreased by $178.1 million or 5.4%, with a 1.1% decrease when excluding the Jack Wolfskin sale[154]. - Total net revenues for the three months ended September 30, 2025, were $934.0 million, a decrease of $78.9 million (7.8%) compared to $1,012.9 million in the same period of 2024[156]. - Topgolf net revenues increased by $19.0 million (4.2%) for the three months ended September 30, 2025, primarily due to new venue openings and improved traffic trends[157]. - Golf Equipment net revenues rose by $11.8 million (4.0%) for the three months ended September 30, 2025, driven by a 3.5% increase in golf club sales and a 5.6% increase in golf ball sales[159]. - Active Lifestyle segment saw a revenue decline of $109.7 million (41.2%) for the three months ended September 30, 2025, largely due to the sale of the Jack Wolfskin business[161]. - The ongoing business net revenues for the nine months ended September 30, 2025, were $3,041.2 million, a decrease of $33.2 million (1.1%) compared to $3,074.4 million in 2024[156]. Segment Performance - Segment operating income decreased by $6.5 million or 8.7%, primarily due to a decline in the Active Lifestyle segment following the Jack Wolfskin sale[153]. - The Golf Equipment segment saw an increase in net revenues, while Topgolf and Active Lifestyle segments experienced declines[154]. - Segment operating income for Topgolf increased by $2.8 million (9.9%) for the three months ended September 30, 2025, despite rising operating expenses[158]. - Golf Equipment segment operating income decreased by $3.6 million for the three months ended September 30, 2025, primarily due to $8.0 million in incremental tariffs[160]. Geographic Revenue Trends - Revenue from the United States for the three months ended September 30, 2025, was $749.9 million, an increase of $25.3 million (3.5%) compared to $724.6 million in 2024[163]. - Net revenues in the United States increased by $25.3 million (3.5%) for the three months ended September 30, 2025, compared to the same period in 2024, driven by new Topgolf venues and increased Golf Equipment sales[165]. - For the nine months ended September 30, 2025, net revenues in the United States decreased by $42.4 million (1.7%) due to declines in same venue sales and Golf Equipment sales, partially offset by new Topgolf venues[166]. - In Europe, net revenues decreased by $68.9 million (50.4%) and $89.0 million (22.7%) for the three and nine months ended September 30, 2025, respectively, primarily due to the sale of the Jack Wolfskin business[167]. - In Asia, net revenues decreased by $36.4 million (28.7%) and $44.5 million (12.2%) for the three and nine months ended September 30, 2025, respectively, due to the sale of Jack Wolfskin and soft market conditions[168]. Cost and Expense Management - Total costs and expenses decreased by $73.5 million (7.5%) for the three months ended September 30, 2025, and by $175.1 million (5.6%) for the nine months ended September 30, 2025[171]. - Cost of products decreased by $49.4 million (15.0%) and $97.5 million (8.7%) for the three and nine months ended September 30, 2025, respectively, primarily due to lower sales in the Active Lifestyle segment[172]. - Selling, general and administrative expenses decreased by $40.0 million (16.0%) for the three months ended September 30, 2025, and by $72.8 million (9.3%) for the nine months ended September 30, 2025, mainly due to the sale of Jack Wolfskin and cost reduction efforts[175][177]. - Research and development expenses decreased by $1.9 million (8.6%) and $11.0 million (15.2%) for the three and nine months ended September 30, 2025, respectively, due to reduced employee costs from business sales and restructuring[178]. Financial Position and Liquidity - Cash and cash equivalents increased by $415.6 million to $865.9 million as of September 30, 2025, primarily due to cash provided by operating activities of $270.1 million[191]. - Consolidated net accounts receivable rose to $218.5 million as of September 30, 2025, up from $175.7 million at December 31, 2024, reflecting seasonality in Golf Equipment sales[192]. - Inventory decreased by $188.6 million to $568.7 million as of September 30, 2025, compared to December 31, 2024, largely due to the sale of the Jack Wolfskin business[193]. - As of September 30, 2025, the company had $1,254.2 million in combined cash and availability under credit facilities, an increase of $391.2 million compared to September 30, 2024[196]. - Approximately 15% of the company's cash was held outside the United States as of September 30, 2025, maintaining an indefinite reinvestment assertion in most jurisdictions[197]. - The company plans to utilize its liquidity and cash flows from operations to fund significant cash obligations as of September 30, 2025[198]. Debt and Obligations - Total debt amounts to $1,529.4 million, with $1,157.9 million due thereafter[199]. - Interest payments related to total debt are projected at $431.9 million, with $186.6 million due in 2026-2027[199]. - Operating leases total $2,205.8 million, with $1,556.2 million due thereafter[199]. - Total estimated capital expenditures for the year ending December 31, 2025, are expected to be approximately $160.0 million, including $120.0 million for the Topgolf business[205]. - Future minimum lease payments for leases not yet commenced total $610.9 million[201]. - DLF obligations related to Topgolf venue construction amount to $5,116.2 million, with $4,676.9 million due thereafter[199]. - Unconditional purchase obligations total $116.6 million, with $70.8 million due in 2026-2027[199]. Economic and Market Conditions - Macroeconomic factors, including sustained inflation and high interest rates, are impacting consumer discretionary spending[149]. - The company is actively monitoring the effects of tariffs and inflation on its costs and pricing strategies[150][152]. - Inflation has contributed to increased costs, potentially affecting gross margins and operating expenses[213]. - A 10% increase in interest rates would result in an incremental expense of $3.5 million over the next 12 months[212]. - The estimated loss from foreign currency forward contracts is $12.4 million, based on a sensitivity analysis model[210]. Tax and Net Income - The provision for income tax increased by $11.8 million to a benefit of $7.6 million for the three months ended September 30, 2025, with an effective tax rate of 34.2% compared to 84.3% in the prior year[185]. - For the three months ended September 30, 2025, the GAAP net loss increased to $14.7 million, compared to a net loss of $3.6 million for the same period in 2024, representing an increase of $11.1 million[4]. - Non-GAAP net loss for the three months ended September 30, 2025 was $9.2 million, compared to a net income of $4.3 million for the same period in 2024, indicating a decrease of $13.5 million[188]. - For the nine months ended September 30, 2025, GAAP net income decreased to $7.7 million from $65.0 million in 2024, a decline of $57.3 million[189]. - Non-GAAP net income for the nine months ended September 30, 2025 was $56.7 million, down from $101.8 million in 2024, reflecting a decrease of $45.1 million[190].

Financial Performance - For the three months ended September 30, 2025, net revenue was $221.7 million, a 15.2% increase from $192.4 million in the same period of 2024[118]. - Gross profit for the three months ended September 30, 2025, was $119.9 million, representing a gross margin of 54.1%, compared to $104.9 million and 54.5% in 2024[118]. - The company reported net income of $5.9 million for the three months ended September 30, 2025, compared to a net loss of $4.1 million in the same period of 2024[118]. - Adjusted EBITDA for the three months ended September 30, 2025, was $25.7 million, up from $17.3 million in 2024, reflecting an Adjusted EBITDA margin of 11.6%[118][120]. - Net revenue for the nine months ended September 30, 2025, increased by $79.3 million, or 13.7%, to $659.9 million compared to $580.7 million in the same period of 2024[148]. - Adjusted EBITDA for the three months ended September 30, 2025, was $25.75 million, compared to $17.31 million in 2024, reflecting a significant increase[133]. - Gross profit increased by $15.08 million, or 14.4%, for the three months ended September 30, 2025, reaching $119.95 million[143]. - Selling, general, and administrative expenses rose to $116.38 million, a 4.4% increase from $111.48 million in 2024, while as a percentage of net revenue, it decreased by 540 basis points to 52.5%[145]. - Interest and other income, net, decreased by $0.66 million, or 23.3%, for the three months ended September 30, 2025, totaling $2.18 million[146]. - Selling, general, and administrative expenses rose by $13.6 million, or 4.0%, to $358.0 million, with a decrease in SG&A as a percentage of net revenue from 59.3% to 54.2%[153]. - Interest and other income, net, decreased by $1.3 million, or 16.9%, to $6.6 million, primarily due to lower interest rates and unfavorable foreign currency fluctuations[154][155]. Customer Engagement - Active Customers increased to 2,656 thousand as of September 30, 2025, compared to 2,431 thousand in 2024, indicating growth in customer engagement[120]. - Active customers increased by 9.3%, and average revenue per customer rose to $320 from $305 year-over-year, driven by strong adoption of precision progressives and selective price increases[148]. Operational Expansion - The company operated 313 retail stores as of September 30, 2025, up from 269 stores in the same period of 2024, enhancing its physical presence[120]. - The company is focused on diversifying its supply chain to mitigate risks from tariffs and economic uncertainties, which may impact future performance[117]. - The company expects operating losses to continue as it invests in business expansion, with sufficient cash and cash equivalents to fund operations for at least the next 12 months[160]. - Net cash used in investing activities increased to $51.9 million in 2025, primarily for new retail store build-outs and capitalized software development[169]. Cash and Liquidity - Cash and cash equivalents as of September 30, 2025, were $280.4 million, up from $254.2 million at the end of 2024, with an accumulated deficit of $679.6 million[159]. - The company has $280.4 million in cash and money-market funds as of September 30, 2025, indicating a focus on liquidity and capital preservation[179]. Market and Economic Factors - The partnership with Google aims to develop AI-powered glasses, with Google committing up to $75 million for product development and commercialization costs[114]. - The company does not believe that foreign exchange rates have a material effect on its business, financial condition, or results of operations[178]. - Inflation may impact costs related to raw materials, transportation, labor, and rent, which could affect the company's operations if not offset by increased revenue[180]. - The company expects fluctuations in cost of goods sold as a percentage of net revenue due to product mix and inventory management[136].

Financial Performance - Revenues for Q3 2025 were $42.2 million, down from $46.6 million in the prior year, representing a decrease of approximately 9.5%[205] - Net income for Q3 2025 was $3.6 million, down from $5.3 million in Q3 2024, a decrease of approximately 32.1%[218] - Adjusted EBITDA for Q3 2025 was $7.6 million, compared to $11.3 million in Q3 2024, reflecting a decrease of approximately 32.8%[205] - Total revenue for the nine months ended September 30, 2025 was $131.6 million, compared to $136.8 million for the same period in 2024, a decrease of approximately 3.5%[208] - The decrease in net income for the nine months ended September 30, 2025 was primarily due to a revenue decline of $5.2 million[219] - Revenues for the three months ended September 30, 2025, decreased by $4.4 million or 9% to $42.2 million compared to $46.6 million in the same period of 2024, primarily due to declines in Featured Listing and WM Deal products[253] - For the nine months ended September 30, 2025, revenues decreased by $5.2 million or 4% to $131.6 million compared to $136.8 million in the same period of 2024, driven by a $6.0 million decrease in Featured Listing and WM Deal products[264] Client Metrics - Average monthly paying clients increased by 2% to 5,221 in Q3 2025 from 5,100 in Q3 2024[213] - The average monthly revenues per paying client decreased to $2,693 in Q3 2025 from $3,043 in Q3 2024, a decline of approximately 11.5%[211] - The average monthly paying clients for the nine months ended September 30, 2025 increased by 4% to 5,214 from 5,027 in the same period in 2024[215] Expenses and Costs - Total costs and expenses for the three months ended September 30, 2025, were $40.2 million, a decrease of $1.1 million or 3% from $41.3 million in the same period of 2024[255] - General and administrative expenses increased by $1.3 million or 8% to $17.8 million for the three months ended September 30, 2025, compared to $16.5 million in 2024[259] - Operating income for the three months ended September 30, 2025, was $2.0 million, a decrease of $3.2 million or 62% from $5.2 million in the same period of 2024[253] - General and administrative expenses increased by $1.1 million in salaries and wages, $0.7 million in stock-based compensation, and $2.9 million in provision for credit losses for the nine months ended September 30, 2025 compared to the same period in 2024[271] - Depreciation and amortization expenses rose by $0.2 million primarily due to capitalized software development for the nine months ended September 30, 2025 compared to the same period in 2024[272] Cash Flow and Liquidity - Cash increased to $62.6 million as of September 30, 2025, up from $52.0 million as of December 31, 2024, indicating improved liquidity[277] - Net cash provided by operating activities was $23.1 million for the nine months ended September 30, 2025, down from $27.3 million for the same period in 2024[279] - Net cash used in investing activities was $9.4 million for the nine months ended September 30, 2025, consistent with $9.5 million for the same period in 2024[285] - Net cash outflows from financing activities decreased to $3.2 million for the nine months ended September 30, 2025, compared to $7.1 million for the same period in 2024[287] - The company expects existing cash and cash generated from operations to be sufficient to meet anticipated cash needs for at least the next 12 months[277] Market and Strategic Outlook - The company plans to continue investments in brand awareness and market expansion to capitalize on growth opportunities[204] - The cannabis market is expected to grow as more jurisdictions legalize cannabis, with 40 states currently allowing some form of cannabis use[229] - Selling and marketing expenses are expected to increase in line with revenue growth, although fluctuations may occur during market entry[242] - General and administrative expenses are anticipated to decline as a percentage of revenue as the company scales its operations[244] - The company faces competition from both cannabis-focused and general marketplaces, which is expected to intensify as the market matures[232] - The cost of revenues is expected to increase in absolute terms but remain relatively flat as a percentage of revenue as the business scales[241] - The company intends to continue making focused investments to support revenue growth and operational scaling[236] - The cannabis industry may experience increased seasonality in sales due to specific industry holidays, which could impact future revenue generation[275][276] Other Financial Metrics - The change in fair value of warrant liability resulted in a loss of $0.4 million for the three months ended September 30, 2025, compared to a gain of $0.6 million in 2024[261] - Other income (expense), net increased by $3.4 million, primarily due to a $1.0 million rise in net interest income and a $1.9 million change in TRA liability for the nine months ended September 30, 2025 compared to the same period in 2024[273] - Provision for income taxes decreased by 69% to $22,000 for the nine months ended September 30, 2025 compared to $72,000 for the same period in 2024[274] - Product development expenses decreased by $3.1 million or 32% to $6.4 million for the three months ended September 30, 2025, compared to $9.5 million in 2024[258] - Sales and marketing expenses increased by $1.1 million or 11% to $10.8 million for the three months ended September 30, 2025, compared to $9.7 million in 2024[257]

Financial Performance - Total revenue for Q3 2025 reached $63.0 million, representing a 124% increase year-over-year from $28.1 million[3] - GAAP net income attributable to shareholders was $7.1 million, a significant recovery from a net loss of $5.1 million in the prior-year period[3] - Adjusted net income increased 60% year-over-year to $23.6 million, compared to $14.7 million in the prior year[3] - Adjusted EBITDA grew 127% year-over-year to $37.9 million, with an adjusted EBITDA margin of 60.2%[3] - Total revenues for Q3 2025 reached $62.98 million, a significant increase from $28.15 million in Q3 2024, representing a growth of 123.7% year-over-year[22] - Life solutions revenue surged to $45.54 million in Q3 2025, compared to $28.03 million in Q3 2024, marking a 62.6% increase[22] - Gross profit for Q3 2025 was $55.32 million, up from $25.96 million in Q3 2024, reflecting a growth of 113.2%[22] - Operating income for the nine months ended September 30, 2025, was $65.96 million, compared to $15.87 million for the same period in 2024, indicating a year-over-year increase of 314.5%[22] - Net income for Q3 2025 was $7.08 million, a turnaround from a net loss of $5.28 million in Q3 2024[22] - For the three months ended September 30, 2025, Abacus Global Management reported an adjusted net income of $23,608,143, compared to $14,719,496 for the same period in 2024, reflecting a year-over-year increase of 60.5%[23] - The adjusted EBITDA for the three months ended September 30, 2025, was $37,904,835, with an adjusted EBITDA margin of 60.2%, compared to $16,666,306 and a margin of 59.2% in the same period of 2024[25] - Total revenue for the three months ended September 30, 2025, was $62,975,156, up from $28,148,491 in the same period of 2024, indicating a significant growth of 123.5%[25] - For the nine months ended September 30, 2025, the adjusted net income was $54,567,277, compared to $24,118,367 for the same period in 2024, representing an increase of 126.5%[24] Financial Position - Total assets as of September 30, 2025, amounted to $918.94 million, an increase from $874.16 million at the end of 2024, representing a growth of 5.1%[21] - Current liabilities increased to $148.44 million as of September 30, 2025, compared to $62.47 million at the end of 2024, reflecting a 137.5% rise[21] - Cash and cash equivalents decreased to $86.42 million from $131.94 million at the end of 2024, a decline of 34.5%[21] - The company repurchased 6,726,082 shares at a cost of $50.27 million as of September 30, 2025, compared to 1,048,226 shares repurchased for $12.03 million at the end of 2024[21] Returns and Shareholder Value - Annualized return on invested capital (ROIC) for Q3 2025 was 21%, and annualized return on equity (ROE) was 22%[10] - The adjusted annualized return on invested capital (ROIC) for the period ended September 30, 2025, was 21%, slightly up from 20% in the previous year[26] - The adjusted annualized return on equity (ROE) for the period ended September 30, 2025, was 22%, down from 23% in the previous year[27] - Earnings per share for Q3 2025 were $0.07, compared to a loss of $0.07 per share in Q3 2024[22] - The adjusted EPS for the three months ended September 30, 2025, was $0.25 for basic shares, compared to $0.20 in the same period of 2024[23] Strategic Initiatives - Abacus completed the strategic acquisition of AccuQuote, enhancing its financial services platform and expanding client lifecycle coverage[10] - The company announced a $50 million securitized asset-backed rated note of life insurance assets, marking a scalable funding mechanism[10] - Abacus was added to the Russell 2000® and 3000® Indexes, effective September 22, 2025, enhancing visibility to institutional investors[10] Costs and Liabilities - The company incurred business acquisition and special legal costs of $5,941,429 for the three months ended September 30, 2025[25] - The loss on change in fair value of warrant liability was $1,081,193 for the three months ended September 30, 2025, compared to $8,766,500 in the same period of 2024[25]

ABACUS GLOBAL MANAGEMENT REPORTS THIRD QUARTER 2025 RESULTS ~ Company Delivers 10 Consecutive Quarter of Strong Earnings Growth ~ th ~ Record Revenue Growth of $63.0 Million, Up 124% Y/Y ~ ~ GAAP Net Income of $7.1 Million ~ ~ Adjusted Net Income Up 60% Year-over-Year to $23.6 Million ~ ~ Adjusted EBITDA Grew 127% Year-over-Year to $37.9 Million ~ ncreases 2025 Outlook Above Prior Range; Now Expecting Year-over-Year Adjusted Net Income Growth Between 72% & 81% ~ ~ Post Quarter End, Company Completes Two Maj ...

Financial Performance - Total revenue for Q3 2025 reached $63.0 million, a 124% increase year-over-year from $28.1 million[3] - GAAP net income attributable to shareholders was $7.1 million, compared to a net loss of $5.1 million in the prior-year period[3] - Adjusted net income increased 60% year-over-year to $23.6 million, with adjusted diluted earnings per share at $0.24[3] - Adjusted EBITDA grew 127% year-over-year to $37.9 million, with an adjusted EBITDA margin of 60.2%[3] - Total revenues for Q3 2025 reached $62.98 million, a significant increase from $28.15 million in Q3 2024, representing a growth of 123.8%[22] - Net income for Q3 2025 was $7.08 million, a turnaround from a net loss of $5.28 million in Q3 2024, reflecting a positive change of $12.36 million[22] - Earnings per share for Q3 2025 were $0.07, compared to a loss of $0.07 per share in Q3 2024, indicating a positive shift in profitability[22] - For the three months ended September 30, 2025, adjusted net income was $23,608,143, compared to $14,719,496 for the same period in 2024, representing a year-over-year increase of 60.5%[23] - Adjusted EPS for the three months ended September 30, 2025, was $0.25 (basic) and $0.24 (diluted), compared to $0.20 (basic) and $0.20 (diluted) in 2024, indicating an increase of 25% in basic EPS[23] - Total revenue for the three months ended September 30, 2025, was $62,975,156, up from $28,148,491 in 2024, reflecting a growth of 123.7%[25] - Adjusted EBITDA for the three months ended September 30, 2025, was $37,904,835, compared to $16,666,306 in 2024, marking a significant increase of 127.6%[25] - The adjusted EBITDA margin for the three months ended September 30, 2025, was 60.2%, compared to 59.2% in 2024, showing a slight improvement[25] - For the nine months ended September 30, 2025, adjusted net income was $54,567,277, compared to $24,118,367 in 2024, representing an increase of 126.5%[24] Asset and Liability Management - The company reported total assets of $918.94 million as of September 30, 2025, up from $874.16 million at the end of 2024, marking an increase of 5.1%[21] - Current liabilities increased to $148.44 million in Q3 2025, compared to $62.47 million in Q4 2024, representing a rise of 137.5%[21] - The company’s total liabilities stood at $479.34 million as of September 30, 2025, compared to $450.87 million at the end of 2024, reflecting an increase of 6.3%[21] - The company’s cash and cash equivalents decreased to $86.42 million as of September 30, 2025, from $131.94 million at the end of 2024, a decline of 34.5%[21] Strategic Initiatives - Abacus completed the strategic acquisition of AccuQuote, enhancing its financial services platform[10] - The company sold $50 million in securitized life insurance assets, structured as an investment-grade rated collateralized note[10] - Abacus was added to the Russell 2000® and 3000® Indexes, effective September 22, 2025, enhancing visibility to institutional investors[10] Return on Investment - Annualized return on invested capital (ROIC) for Q3 2025 was 21% and annualized return on equity (ROE) was 22%[10] - Adjusted annualized ROIC for the period ended September 30, 2025, was 21%, up from 20% in 2024[26] - Adjusted annualized ROE for the period ended September 30, 2025, was 22%, slightly down from 23% in 2024[27] Revenue Breakdown - Life solutions revenue surged to $45.54 million in Q3 2025, compared to $28.03 million in Q3 2024, an increase of 62.6%[22]

Enrollment and Retention - Total pets enrolled at the end of September 30, 2025, was 1,654,414, a decrease from 1,688,903 in 2024[92] - Total subscription pets enrolled at the end of September 30, 2025, was 1,082,412, an increase from 1,032,042 in 2024[92] - Average monthly retention rate remained stable at 98.33% as of September 30, 2025, compared to 98.29% in 2024[92] - Total pets enrolled at the end of the period decreased by 2% to 1,654,414 compared to 1,688,903 in 2024[130] - Total subscription pets enrolled at period end increased by 5% to 1,082,412 for the three months ended September 30, 2025[139] Revenue and Growth - Subscription business revenue for Q3 2025 was $252.7 million, up from $219.0 million in Q3 2024, representing a growth of 15.0% year-over-year[126] - Total revenue for the nine months ended September 30, 2025, reached $1.06 billion, compared to $948.4 million for the same period in 2024, reflecting an increase of 11.8%[126] - Total revenue for the three months ended September 30, 2025, increased by $39.5 million, or 12%, to $366.9 million compared to the same period in 2024[128] - Subscription business revenue rose by $33.7 million, or 15%, to $252.7 million for the three months ended September 30, 2025, driven by a 10% increase in monthly average revenue per pet[128] - Subscription business revenue for the nine months ended September 30, 2025, increased by $99.2 million, or 16%, to $727.9 million, driven by an 11% increase in monthly average revenue per pet[129] Expenses and Costs - Average pet acquisition cost (PAC) rose to $278 in 2025 from $227 in 2024, indicating an increase of about 22.5%[92] - Subscription cost of paying veterinary invoices (non-GAAP) was $516,600 for the nine months ended September 30, 2025, accounting for 71.0% of subscription revenue[101] - Subscription variable expenses (non-GAAP) were $65,681, representing 9.0% of subscription revenue for the nine months ended September 30, 2025[101] - New pet acquisition expense was $62,305 for the nine months ended September 30, 2025, with subscription acquisition cost (non-GAAP) at $56,307, or 7.7% of subscription revenue[101] - Cost of revenue for the subscription business was $200.8 million in Q3 2025, which is 79.3% of subscription revenue, down from 81.0% in Q3 2024[127] - Total cost of revenue for the subscription business segment increased by $60.9 million, or 12%, to $586.1 million for the nine months ended September 30, 2025[132] - General and administrative expenses for the nine months ended September 30, 2025, increased by $11.4 million, or 24%, to $58.3 million compared to the same period in 2024[138] - New pet acquisition expenses increased by $3.6 million, or 20%, to $21.9 million for the three months ended September 30, 2025, driven by increased marketing spend[139] Profitability - Operating income for Q3 2025 was $5.9 million, compared to an operating loss of $1.7 million in Q3 2024[126] - Net income for the nine months ended September 30, 2025, was $13.8 million, a significant improvement from a net loss of $11.3 million in the same period of 2024[126] Cash Flow and Financial Position - Net cash provided by operating activities was $60.2 million for the nine months ended September 30, 2025, compared to $24.6 million for the same period in 2024[152] - Net cash used in investing activities was $53.8 million for the nine months ended September 30, 2025, primarily due to purchases of investment securities totaling $183.0 million[153] - As of September 30, 2025, the company had $348.5 million in cash, cash equivalents, and short-term investments[150] - The company repaid $15.7 million on the Credit Facility during the nine months ended September 30, 2025[154] Underwriting and Risk Management - The company plans to assume full insurance risk for certain products currently underwritten by third parties in Continental Europe[88] - The other business segment, primarily from underwriting policies for Pets Best, is expected to see a decline in enrollment as it engages other third-party underwriters[90] - The company aims to assume full insurance risk for certain products in Continental Europe through direct underwriting or reinsurance arrangements[106] - GPIC began underwriting a material portion of the company's business in Canada in the third quarter of 2025[161] - WICL is required to maintain available statutory capital and surplus at a level equal to or in excess of a prescribed minimum based on net written premiums and loss reserves[165] Accounting and Compliance - There have been no material changes to critical accounting policies or estimates compared to the previous fiscal year[170] - Management believes there have been no material changes to quantitative or qualitative disclosures about market risk during the first nine months ended September 30, 2025[172]