Acquisition Details - QXO completed the acquisition of Beacon Roofing Supply for $124.35 per share, finalizing the merger on April 29, 2025[2]. - The acquisition was accounted for using the acquisition method of accounting, with QXO identified as the accounting acquirer[22]. - The preliminary aggregate acquisition consideration for the acquisition was $10,644.0 million[49]. - The estimated fair value of goodwill resulting from the acquisition is $5,068.9 million[49]. - The company recorded a write-off of $2.4 million related to loss on debt extinguishment as part of the acquisition[56]. Financing Activities - The company raised approximately $1.45 billion from public offerings of 55.8 million shares of common stock at $16.50 per share and 11.5 million depositary shares of Series B Mandatory Convertible Preferred Stock at $50 per share[3]. - QXO issued $2.25 billion in Senior Secured Notes and entered into a $2.25 billion senior secured term loan facility to finance the acquisition and related expenses[17]. - The May 2025 Equity Financing generated net proceeds of $892.5 million from the sale of 48.5 million shares of common stock, after deducting offering costs[20]. - The company also raised $558.1 million from the sale of 11.5 million depositary shares of Mandatory Convertible Preferred Stock, which were used to repay $1.4 billion of QXO Building Products' Term Loan Facility[21]. - In June 2025, the company raised $1.96 billion in net proceeds from the sale of 89.9 million shares at $22.25 per share, with additional proceeds of $38.1 million from the partial exercise of an underwriter option[25][26]. - The total gross proceeds from various equity financings in 2024 amounted to approximately $5.1 billion, including $1.0 billion from the Investment Agreement and $3.5 billion from the June 2024 Purchase Agreements[11][12]. - In January 2026, the company entered into an investment agreement to purchase up to 300,000 shares of Series C Convertible Perpetual Preferred Stock for an aggregate price of $3.0 billion to fund Qualifying Acquisitions[29]. - The company intends to use the net proceeds from the Convertible Preferred Investment for acquisitions exceeding $1.5 billion[30]. Financial Performance - For the year ended December 31, 2024, net sales were $9,820.1 million, with a gross profit of $2,396.2 million[33]. - Total operating expenses for the same period were $2,385.7 million, resulting in an income from operations of $10.5 million[33]. - The net income attributable to common stockholders for the year ended December 31, 2024, was $(242.6) million, with a net income per share of $(0.39) on a diluted basis[33]. - The company reported a net income (loss) of $(166.3) million for the year ended December 31, 2024[33]. - The weighted-average common shares outstanding were 621.4 million for the year ended December 31, 2024[33]. - Net sales reached $7,342.7 million, with QXO contributing $4,648.1 million and Beacon contributing $2,694.6 million[36]. - Gross profit totaled $1,839.3 million, with QXO's gross profit at $1,042.8 million and Beacon's at $664.8 million[36]. - Total operating expenses amounted to $1,999.6 million, with QXO's operating expenses at $1,218.5 million and Beacon's at $699.8 million[36]. - The net loss attributable to common stockholders was $377.0 million, with a loss per share of $0.46[36]. - The company incurred interest expense of $170.9 million, with a net interest income of $80.1 million[36]. - The provision for income taxes resulted in a benefit of $72.6 million, contributing to the overall net loss[36]. - The weighted-average common shares outstanding were 578.1 million for both basic and diluted calculations[36]. Pro Forma Adjustments - The unaudited pro forma combined financial information reflects operations from January 1, 2024, and includes Beacon's financials from April 29, 2025, to September 30, 2025[4]. - The pro forma adjustments are preliminary and subject to change based on final determinations of asset valuations and liabilities assumed in the acquisition[7]. - The January 2026 Investment Agreement's pro forma effect was not included in the financial information as it is contingent upon future acquisitions[31]. - Pro forma adjustments were made based on management's estimates and assumptions for the acquisition accounting[42]. - The pro forma weighted average shares outstanding increased to 621.4 million for the year ended December 31, 2024 due to the issuance of common stock from various financing agreements[61]. - The pro forma amortization of intangible assets was $466.7 million for the year ended December 31, 2024[53]. - The statutory income tax rate used for pro forma adjustments was 26.0% for both the year ended December 31, 2024 and the nine months ended September 30, 2025[57]. - The company anticipates that the adjustments to the combined statements of operations will not affect results beyond twelve months after the acquisition date[50]. - Adjustments to selling, general and administrative expenses (SG&A) resulted in a net pro forma adjustment of $55.7 million for the year ended December 31, 2024[54]. - Pro forma adjustments included a $131.7 million increase in cost of products sold for the estimated fair value of inventories recognized during the first year post-acquisition[50]. - The company made reclassifications to align QXO and Beacon's financial statement presentations, impacting interest and other income[44].
SilverSun Technologies(SSNT) - 2025 Q4 - Annual Results