0001236275FALSE00012362752024-11-132024-11-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2024
______________________________
QXO, INC.
(Exact name of registrant as specified in its charter)
______________________________
Delaware001-3806316-1633636
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
Five American Lane
Greenwich, Connecticut
06831
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 888-998-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.00001 per shareQXO
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o


Item 2.02             Results of Operations and Financial Condition.
On November 13, 2024, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01             Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 13, 2024
QXO, INC.
By:
/s/ Ihsan Essaid
Ihsan Essaid
Chief Financial Officer

Exhibit 99.1

QXO Reports Third Quarter 2024 Results
GREENWICH, Conn. — November 13, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its financial results for the third quarter 2024. The company reported a loss of $0.01 per basic and diluted share attributable to common shareholders.

THIRD QUARTER 2024 SUMMARY RESULTS
Three Months EndedNine Months Ended
(in thousands)
September 30,
2024		September 30,
2023
Percent Change
September 30,
2024		September 30,
2023		Percent Change
Revenue:
Software product, net$3,028 $2,850 6.2 %$10,284 $9,471 8.6 %
Service and other, net10,127 10,573 (4.2)%31,846 30,337 5.0 %
Total revenue, net$13,155 $13,423 (2.0)%$42,130 $39,808 5.8 %
Net income (loss)$17,132 $(2,110)NM$16,680 $(1,489)NM
Adjusted EBITDA¹$(11,469)$665 NM$(12,177)$2,033 NM
NM - Not Meaningful
¹ See "Non-GAAP Financial Measures” section for additional information on non-GAAP financial measures.

Brad Jacobs, chairman and chief executive officer of QXO, said, “With over $5 billion in cash, no debt and a seasoned leadership team, we’re poised to make QXO a leader in the $800 billion building products distribution industry.”

Third Quarter Highlights

Total revenue for the quarter was $13.16 million, compared with $13.42 million for the same period in 2023. Software product revenue was $3.03 million, compared with $2.85 million for the same period in 2023. Service and other revenue was $10.13 million, compared with $10.57 million for the same period in 2023.

Net income, inclusive of $57.0 million interest income, was $17.1 million.

Adjusted EBITDA, a non-GAAP measure, was negative $11.47 million, compared with positive $665,000 for the same period in 2023. The decline in Adjusted EBITDA relates to higher employee-related costs, reflecting the introduction of a new senior management team to execute QXO’s expansive growth plan.

The company completed two previously announced private placements during the quarter, raising approximately $4.1 billion to support its growth strategy and increasing the number of common shares outstanding to 409.4 million.

As of September 30, 2024, the company had approximately $5.04 billion in cash on hand.









About QXO
QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management,business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
Non-GAAP Financial Measures
As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.
QXO’s non-GAAP financial measures in this press release include Adjusted EBITDA.
We believe that the above adjusted financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies. This non-GAAP financial measure should only be used as a supplemental measure of our operating performance.
Adjusted EBITDA includes adjustments for share-based compensation, transaction, and severance costs as set forth in the attached reconciliation. Transaction adjustments are generally incremental costs that result from an actual or planned acquisition or divestiture and may include transaction costs, consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Management uses this non-GAAP financial measure in making financial, operating and planning decisions and evaluating QXO’s ongoing performance.
We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other GAAP results.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs, expectations, targets and goals are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,”


“estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others:
•risks associated with potential significant volatility and fluctuations in the market price of the company’s common stock;
•risks associated with raising additional equity or debt capital from public or private markets to pursue the company’s business plan, including potentially one or more additional private placements of common stock, and the effects that raising such capital may have on the company and its business, including the risk of substantial dilution or that the company’s common stock may experience a substantial decline in trading price;
•the possibility that additional future financings may not be available to the company on acceptable terms or at all;
•the possibility that an active, liquid trading market for the company’s common stock may not develop or, if developed, may not be sustained;
•the possibility that the company’s outstanding warrants and preferred stock may or may not be converted or exercised, and the economic impact on the company and the holders of common stock of the company that may result from either such exercise or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including its dividend, may have on the company and the common stock of the company;
•uncertainties regarding the company’s focus, strategic plans and other management actions;
•the risk that the company is or becomes highly dependent on the continued leadership of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Mr. Jacobs in these roles could have a material adverse effect on the company’s business, financial condition and results of operations;
•the possibility that the concentration of ownership by Mr. Jacobs may have the effect of delaying or preventing a change in control of the company and might affect the market price of shares of the common stock of the company;
•the risk that Mr. Jacobs’ past performance may not be representative of future results;
•the risk that the company is unable to attract and retain world-class talent;
•the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on the company's business prospects, financial condition, results of operations or the price of the company’s common stock;
•risks that the company may not be able to enter into agreements with acquisition targets on attractive terms, or at all, that agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits thereof may not be realized and that the company encounter difficulties in integrating and operating such acquired companies, or that matters related to an acquired business (including operating results or liabilities or contingencies) may have a negative effect on the company or its securities or ability to implement its business strategy, including that any such transaction may be dilutive or have other negative consequences to the company and its value or the trading prices of its securities;


•risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the company and its business partners, and the loss of confidential information and other business disruptions;
•the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the company’s existing stockholders;
•the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or seasonality or dependence on general economic and political conditions, including inflation or deflation, interest rates, governmental subsidies or incentives, consumer confidence, labor and supply shortages, weather and commodity prices;
•the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;
•risks associated with periodic litigation, regulatory proceedings and enforcement actions, which may adversely affect the company’s business and financial performance;
•uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and
•other factors, including those set forth in the company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q.

The company cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. The company undertakes no obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
Media Contact:
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investor Contact:
Mark Manduca
mark.manduca@qxo.com
203-321-3889


QXO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
September 30, 2024December 31, 2023
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents$5,037,112 $6,143 
Accounts receivable, net2,236 2,969 
Prepaid expenses and other current assets16,291 2,684 
Total current assets5,055,639 11,796 
Property and equipment, net456 503 
Operating lease right-of-use assets320 522 
Intangible assets, net4,246 4,919 
Goodwill1,160 1,140 
Deferred tax assets1,444 1,444 
Other non-current assets202 171 
Total assets$5,063,467 $20,495 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$3,861 $4,563 
Accrued expenses12,488 2,681 
Deferred revenue2,867 3,161 
Long-term debt – current portion— 702 
Finance lease obligations – current portion126 154 
Operating lease liabilities – current portion205 263 
Total current liabilities19,547 11,524 
Long-term debt net of current portion— 994 
Finance lease obligations net of current portion223 247 
Operating lease liabilities net of current portion115 259 
Total liabilities19,885 13,024 
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized 10,000,000 shares, 1,000,000 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively498,621 - 
Common stock, $0.00001 par value; authorized 2,000,000,000 shares, 409,430,195 and 664,448 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively4 - 
Additional paid-in capital4,539,975 9,419 
Retained earnings (accumulated deficit)4,982 (1,948)
Total stockholders’ equity5,043,582 7,471 
Total liabilities and stockholders’ equity$5,063,467 $20,495 


QXO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Revenue:
Software product, net$3,028 $2,850 $10,284 $9,471 
Service and other, net10,127 10,573 31,846 30,337 
Total revenue, net13,155 13,423 42,130 39,808 
Cost of revenue:
Software product1,822 1,754 6,390 5,714 
Service and other5,891 6,319 18,846 18,201 
Total cost of revenue7,713 8,073 25,236 23,915 
Operating expenses:
Selling, general and administrative expenses39,023 7,712 54,047 17,018 
Depreciation and amortization expenses245 196 746 608 
Total operating expenses39,268 7,908 54,793 17,626 
Loss from operations(33,826)(2,558)(37,899)(1,733)
Other income (expense), net:
Interest income (expense), net56,989 (8)60,438 (42)
Total other income (expense)56,989 (8)60,438 (42)
Income (loss) before taxes23,163 (2,566)22,539 (1,775)
Provision (benefit) for income taxes6,031 (456)5,859 (286)
Net income (loss)$17,132 $(2,110)$16,680 $(1,489)
Loss per common share – basic and diluted$(0.01)$(3.21)$(0.10)$(2.27)
Total weighted average common shares outstanding:
Basic358,813657120,919657
Diluted358,813657120,919657


QXO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income (loss)$16,680 $(1,489)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes— (236)
Depreciation198 253 
Amortization of intangibles653 486 
Non-cash lease expense202 273 
Provision for expected losses25 (55)
Share-based compensation13,985 41 
Changes in assets and liabilities:
Accounts receivable708 (407)
Prepaid expenses and other current assets(10,106)1,996 
Other assets(31)7 
Accounts payable(702)229 
Accrued expenses9,807 398 
Deferred revenue(294)(405)
Operating lease liabilities(202)(273)
Net cash provided by operating activities30,923 818 
Cash flows from investing activities:
Purchase of property and equipment(64)(75)
Net cash used in investing activities(64)(75)
Cash flows from financing activities:
Proceeds from the issuance of common stock and pre-funded warrants, net of issuance costs4,051,103 - 
Proceeds from issuance of preferred stock and warrants, net of issuance costs981,538 - 
Payment of preferred stock dividend(9,750)- 
Payment of common-stock dividend(17,400)(1,051)
Payment of long-term debt(1,696)(659)
Payment for fractional shares(45)— 
Payment of finance lease obligations(140)(162)
Net cash provided by (used in) financing activities5,003,610 (1,872)
Net increase (decrease) in cash, cash equivalents and restricted cash5,034,469 (1,129)
Cash, cash equivalents and restricted cash, beginning of period6,143 8,009 
Cash, cash equivalents and restricted cash, end of period$5,040,612 $6,880 
Cash paid during period for:
Interest$57 $57 
Income taxes$— $23 


QXO, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(in thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss)$17,132 $(2,110)$16,680 $(1,489)
Add (deduct):
Depreciation and amortization
277 237 851 739 
Share-based compensation
13,985 — 13,985 41 
Interest (income) expense
(56,989)8 (60,438)42 
Provision (benefit) for income taxes
6,031 (456)5,859 (286)
Transaction costs
8,095 2,986 8,118 2,986 
Severance costs
— — 2,768 — 
Adjusted EBITDA$(11,469)$665 $(12,177)$2,033 

v3.24.3
Cover
Nov. 13, 2024
Cover [Abstract]  
Registrant Name QXO, INC.
Document Type 8-K
Document Period End Date Nov. 13, 2024
Entity File Number 001-38063
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 16-1633636
Entity Address, Address Line One Five American Lane
Entity Address, City or Town Greenwich
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06831
City Area Code 888
Local Phone Number 998-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.00001 per share
Trading Symbol QXO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Central Index Key 0001236275
Amendment Flag false
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