\nQXO, Inc. (\u201cQXO\u201d or the \u201cCompany\u201d) (NYSE: QXO) today launched a refinancing of its Term Loan B. The refinancing is subject to market and other conditions, and no assurances are made that the Company will consummate the refinancing on the terms contemplated, or at all.<\/p>\n
\nIn connection with the refinancing, the Company provided to potential lenders the following summarized preliminary financial information. The Company expects to file its quarterly report on Form 10-Q for the quarter ended September 30, 2025 on November 6, 2025.<\/p>\n
THIRD QUARTER 2025 SUMMARY PRELIMINARY RESULTS<\/b><\/p>\n \nTotal net debt is expected to remain consistent following the refinancing.<\/p>\n \nThe Company\u2019s preliminary unaudited financial results in this press release for the third quarter ended September 30, 2025 are preliminary, unaudited and subject to completion, and may change as a result of management\u2019s continued review. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. The preliminary financial results represent management estimates that constitute forward-looking statements subject to risks and uncertainties. As a result, the preliminary financial results may materially differ from the actual results when they are completed and publicly disclosed. These preliminary results should not be viewed as a substitute for the Company\u2019s full third quarter financial statements and do not present all information necessary for a complete understanding of financial performance.<\/p>\n About QXO<\/b><\/p>\n \nQXO is the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America. The Company plans to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. The Company is executing its strategy toward a target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com<\/a> for more information.<\/p>\n Non-GAAP Financial Measures<\/b><\/p>\n \nAs required by the rules of the Securities and Exchange Commission (\u201cSEC\u201d), 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 table attached to this press release.<\/p>\n \nQXO\u2019s non-GAAP financial measures in this press release include Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted EPS. We calculate Adjusted EBITDA as net loss excluding depreciation; amortization; interest expense, net; stock-based compensation; provision for (benefit from) income taxes; restructuring costs; transaction costs; transformation costs; and inventory fair value adjustments that we do not consider representative of our underlying operations. We calculate Adjusted Net Income as net loss excluding amortization; stock-based compensation; restructuring costs; transaction costs; transformation costs; inventory fair value adjustments; and the income tax associated with such adjusting items. We calculate Adjusted Diluted EPS as Adjusted Net Income divided by the weighted-averaged number of common shares outstanding during the period plus the effect of dilutive common share equivalents based on the most dilutive result of the if-converted and two-class methods.<\/p>\n \nManagement uses this non-GAAP financial measure in making financial, operating and planning decisions and evaluating QXO\u2019s ongoing performance. We believe this non-GAAP financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO\u2019s 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.<\/p>\n Forward-looking statements<\/b><\/i><\/p>\n This release includes 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. All statements other than statements of historical fact, including statements relating to the timing of the refinancing and the preliminary results, are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as \u201canticipate,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cintend,\u201d \u201cmay,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201cobjective,\u201d \u201cprojection,\u201d \u201cforecast,\u201d \u201cgoal,\u201d \u201cguidance,\u201d \u201coutlook,\u201d \u201ceffort,\u201d \u201ctarget,\u201d \u201ctrajectory\u201d or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.<\/i><\/p>\n These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and the following:<\/i><\/p>\n All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements except to the extent required by law.<\/i><\/p>\n QXO, INC. AND SUBSIDIARIES<\/b><\/p>\n Reconciliation of Non-GAAP Measures<\/b><\/p>\n (in millions)<\/b><\/p>\n (Unaudited)<\/b><\/p>\n<\/td>\n<\/tr>\n Adjusted EBITDA<\/b><\/i><\/p>\n<\/td>\n<\/tr>\n \nA reconciliation of GAAP net loss to Adjusted EBITDA is as follows:<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \n\u00a0<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n Three Months Ended<\/b><\/p>\n September 30, 2025<\/b><\/p>\n<\/td>\n<\/tr>\n \nGAAP net loss<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n(139)<\/p>\n<\/td>\n<\/tr>\n \nDepreciation<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n40<\/p>\n<\/td>\n<\/tr>\n \nAmortization<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n118<\/p>\n<\/td>\n<\/tr>\n \nInterest expense, net<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n38<\/p>\n<\/td>\n<\/tr>\n \nInventory fair value adjustments<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n51<\/p>\n<\/td>\n<\/tr>\n \nOther adjustments(1)<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n194<\/p>\n<\/td>\n<\/tr>\n \nAdjusted EBITDA $ 302<\/span><\/p>\n<\/td>\n<\/tr>\n QXO, INC. AND SUBSIDIARIES<\/b><\/p>\n Reconciliation of Non-GAAP Measures (cont.)<\/b><\/p>\n (in millions, except per share data)<\/b><\/p>\n (Unaudited)<\/b><\/p>\n<\/td>\n<\/tr>\n \nA reconciliation of GAAP net loss and diluted loss per common share to Adjusted Net Income and Adjusted Diluted EPS is as follows:<\/p>\n<\/td>\n<\/tr>\n Three Months Ended<\/b><\/p>\n September 30, 2025<\/b><\/p>\n<\/td>\n<\/tr>\n \nGAAP net loss<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n(139)<\/p>\n<\/td>\n<\/tr>\n \nAdjustments, tax affected(1)<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n305<\/p>\n<\/td>\n<\/tr>\n \nAdjusted Net Income<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n166<\/p>\n<\/td>\n<\/tr>\n \nDividends to participating securities<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n(45)<\/p>\n<\/td>\n<\/tr>\n \nAdjusted Net Income attributable to common stockholders<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n121<\/p>\n<\/td>\n<\/tr>\n \n\u00a0<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \nBasic and diluted loss per common share<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n(0.24)<\/p>\n<\/td>\n<\/tr>\n \nAdjusted Diluted EPS<\/p>\n<\/td>\n \n$<\/p>\n<\/td>\n \n0.14<\/p>\n<\/td>\n<\/tr>\n \n\u00a0<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n<\/tr>\n \nAdjusted diluted weighted-average common shares outstanding<\/p>\n<\/td>\n \n\u00a0<\/p>\n<\/td>\n \n875.3<\/p>\n<\/td>\n<\/tr>\n \n(1) Includes amortization, stock-based compensation, provision for (benefit from) income taxes, inventory fair value adjustments, and restructuring, transaction and transformation costs, and the income tax associated with such adjusting items. A full reconciliation of adjustments will be provided in the Company\u2019s quarterly report on Form 10-Q for the quarter ended September 30, 2025, which is expected to be filed on November 6, 2025.<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n\u00a0<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20251027177748\/en\/<\/a><\/span><\/p>\n Media Contact\n
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\n<\/b>
Joe Checkler
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joe.checkler@qxo.com
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203-609-9650<\/p>\n
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