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, with QXO identified as the accounting acquirer[22]. - QXO repaid all historical Beacon debt outstanding as part of the acquisition financing[19]. - The preliminary aggregate acquisition consideration for the acquisition was $10,644.0 million[49]. - Estimated fair value of goodwill 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 common stock and Mandatory Convertible Preferred Stock in May 2025[3]. - QXO issued $2.25 billion in Senior Secured Notes and entered a $2.25 billion senior secured term loan facility to finance the acquisition[17]. - The May 2025 Equity Financing included the sale of 48.5 million shares at $16.50 per share, generating $892.5 million in net proceeds[20]. - The company also raised $558.1 million from the issuance of 11.5 million depositary shares of Mandatory Convertible Preferred Stock[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]. - The proceeds from the June 2025 equity financing were used for general corporate purposes and not to pay down any debt related to the acquisition[26]. - On November 5, 2025, the company refinanced its Term Loan Facility, reducing the applicable margin for borrowings from 3.00% to 2.00% for Term SOFR borrowings and from 2.00% to 1.00% for base rate borrowings[27]. - The January 2026 Investment Agreement allows investors to purchase up to 300,000 shares of Series C Convertible Perpetual Preferred Stock for an aggregate price of $3.0 billion to fund one or more qualifying acquisitions[29]. - The company intends to use the net proceeds from the Convertible Preferred Investment for acquisitions with a purchase price exceeding $1.5 billion[30]. Financial Performance - For the year ended December 31, 2024, net sales were reported at $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 reported at a loss of $242.6 million[33]. - Basic net income per common share for the year was $(0.39)[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 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 basic and diluted 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 results post-acquisition[4]. - The pro forma adjustments are preliminary and subject to change based on final acquisition accounting[5]. - Pro forma adjustments were made based on management's estimates and assumptions for the acquisition accounting[42]. - Pro forma basic weighted average shares outstanding increased to 621.4 million for the year ended December 31, 2024[61]. - The statutory income tax rate used for pro forma adjustments is 26.0% for both the year ended December 31, 2024 and the nine months ended September 30, 2025[57]. - Pro forma amortization of intangible assets is estimated at $466.7 million for the year ended December 31, 2024[53]. - 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 adjustment to cost of products sold includes $131.7 million 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 expense and other income[44]. - The company anticipates a significant change in the effective tax rate post-merger due to various factors[57]. - The pro forma financing transaction accounting adjustments reflect new interest expenses associated with the acquisition financing totaling $356.1 million for the year ended December 31, 2024[55].
QXO, Inc(QXO) - 2025 Q4 - Annual Results