Executive Summary

Q2 marked QXO’s first quarter consolidating Beacon (from Apr 29 to Jun 30), delivering $1.91B in net sales and $0.11 Adjusted Diluted EPS, with GAAP loss per share of $(0.15) as integration and purchase accounting ran through P&L .
Revenue and adjusted EPS were above S&P Global consensus: $1.91B vs $1.87B and $0.11 vs $0.04; Adjusted Gross Margin 25.3% was modestly above margin consensus as well (24.45%*) .
Integration narrative was constructive: management says opportunities exceed initial expectations and they are “confident we will at least double legacy Beacon EBITDA organically,” citing pricing, procurement, sales, org, and logistics transformation drives .
Capital structure repositioned for M&A runway: raised ~$4.9B of debt and ~$4.8B equity/preferred; paid down $1.4B of term loan; net debt ~ $1.2B at 6/30/25 .

What Went Well and What Went Wrong

What Went Well
- Integration momentum and scope: “identified opportunities that exceed our initial expectations” and launched a “broad transformation initiative” across pricing, procurement, sales, org, and logistics .
- Early synergy ambition: “confident we will at least double legacy Beacon EBITDA organically,” signaling sizable self-help potential .
- Commercial traction and mix: Sales diversified with residential (48.7%), non-residential (28.1%), complementary (22.4%), and software (0.8%) in the quarter; Adjusted Gross Margin 25.3% .
What Went Wrong
- GAAP profitability headwinds: GAAP net loss $(58.5)M and operating loss $(162.1)M driven by amortization, transaction/restructuring costs, interest, and purchase accounting (inventory step-up $80.3M) .
- Transitory integration costs: Transaction costs $65.6M, restructuring $35.3M, and loss on debt extinguishment $45.7M weighed on reported results .
- Balance sheet dilution/complexity concerns: Large equity and preferred issuance and mandatory convert preferred stock add dilution and dividend obligations; management acknowledges preferred/warrant overhang as a risk factor .

Financial Results

Overall P&L vs prior quarters

Metric	Q4 2024	Q1 2025	Q2 2025
Revenue ($USD Millions)	$14.743	$13.508	$1,906.4
GAAP EPS ($)	$(0.02)	$(0.03)	$(0.15)
Adjusted Diluted EPS ($)	N/A	N/A	$0.11
Gross Margin (%)	N/A	N/A	21.1%
Adjusted Gross Margin (%)	N/A	N/A	25.3%
Adjusted EBITDA ($USD Millions)	$(7.655)	$(8.915)	$204.6
Adjusted EBITDA Margin (%)	N/A	N/A	10.7%
Net Income ($USD Millions)	$11.289	$8.755	$(58.5)

Segment (Line-of-Business) mix – Q2 2025

Line of Business	Net Sales ($USD Millions)	Mix %
Residential roofing products	$929.8	48.7%
Non-residential roofing products	$535.5	28.1%
Complementary building products	$426.1	22.4%
Software products and services	$15.0	0.8%
Total	$1,906.4	100.0%

Q2 2025 Integration / One-offs and Balance Sheet KPIs

KPI	Q2 2025
Inventory fair value step-up recognized	$80.3M
Transaction costs	$65.6M
Restructuring costs	$35.3M
Loss on debt extinguishment	$45.7M
Cash & cash equivalents (6/30/25)	$2,278.5M
Long-term debt, net (6/30/25)	$3,051.5M
Revolver borrowings (6/30/25)	$199.9M
Net debt (approx.)	~$1.2B
Adjusted diluted weighted-average shares	702.0M

Context and mechanics

Beacon closed April 29; Q2 includes Beacon operations only for Apr 29–Jun 30 .
Financing actions: raised ~$4.9B debt and ~$4.8B common/preferred; subsequently repaid $1.4B term loan .
Line-of-business detail shows roofing-led profile with complementary products expansion; software now <1% post-Beacon .

Guidance Changes

No formal quantitative guidance was issued in the Q2 materials.

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY or Q3/FY	N/A	N/A	N/A
Adjusted EBITDA	FY or Q3/FY	N/A	N/A	N/A
Adjusted EPS	FY or Q3/FY	N/A	N/A	N/A
Other (OpEx/Tax/Segments)	FY or Q3/FY	N/A	N/A	N/A

(Company emphasized long-term target to reach $50B revenue within a decade; no near-term guidance ranges provided) .

Earnings Call Themes & Trends

Note: A Q2 2025 earnings call transcript was not available in our document set.

Topic	Previous Mentions (Q4’24 → Q1’25)	Current Period (Q2’25)	Trend
M&A/Beacon acquisition & integration	Targeting tens of billions revenue; strong cash, no debt; definitive agreement and then completion expected late Apr	Beacon closed Apr 29; integration “exceeding initial expectations”; confident to at least double legacy Beacon EBITDA organically	Execution ramping; synergy ambition increasing
Capital structure & liquidity	Raised >$5B cash in 2024; no debt at YE; subsequent plan to finance Beacon via notes/equity	Raised ~$4.9B debt + ~$4.8B equity/preferred; repaid $1.4B term loan; net debt ~ $1.2B at 6/30	Re-levered with delever plan underway
Tech enablement/digital initiatives	Tech-forward strategy; software/services legacy base	Roofr integration: real-time pricing and digital ordering via QXO.com integration	Digital go-to-market accelerating
Margin framework	Prior periods small software margins; no Beacon	Adjusted Gross Margin 25.3% in partial-quarter; inventory step-up $80.3M weighed on GAAP gross margin (21.1%)	Normalization expected post step-up unwind (mgmt indicates FV adjustment fully recognized by YE 2025)
Risks & macro	Building products cyclicality, pricing, rebates, labor, weather; integration risks	Same risk set reiterated; additional focus on preferred/warrant overhang/dilution and IT/cyber/AI risks	Risk disclosures broadened post-deal

Management Commentary

“The integration of Beacon is progressing well, and we’ve identified opportunities that exceed our initial expectations… We’re confident we will at least double legacy Beacon EBITDA organically.” — Brad Jacobs, Chairman & CEO .
Strategy reiterated: Broad transformation across pricing, procurement, sales, organizational structure, logistics and core drivers of performance to reach a $50B revenue target within the next decade .

Q&A Highlights

Not available: We did not locate a Q2 2025 earnings call transcript in our dataset; therefore, Q&A themes and any intra-quarter guidance clarifications are unavailable to summarize.

Estimates Context

Consensus vs actuals for Q2 2025 (S&P Global consensus; company-reported actuals)

Metric	Consensus	Actual
Revenue ($USD)	$1,873,687,250*	$1,906,400,000
Primary EPS ($)	$0.0406*	$0.11 (Adjusted Diluted EPS)
Gross Margin (%)	24.45%*	25.3% (Adjusted Gross Margin)

Results exceeded consensus on revenue and adjusted EPS; adjusted gross margin also modestly above margin consensus. Coverage breadth: 8 revenue estimates, 6 EPS estimates* (S&P Global). Values retrieved from S&P Global*.

Key Takeaways for Investors

Q2 establishes the Beacon platform within QXO, with a diversified roofing/complementary mix and $1.91B revenue in just a partial-quarter contribution .
Non-GAAP profitability outperformed expectations (Adj EPS and margin above consensus), while GAAP losses reflect transitory integration and purchase accounting costs (inventory step-up, transaction/restructuring, debt extinguishment) likely to fade across 2H25/2026 .
Management’s synergy ambition is assertive—aiming to at least double legacy Beacon EBITDA organically—framing upside to medium-term estimates if execution on pricing/procurement/logistics is delivered .
Capital structure reset is substantial but manageable: large equity/preferred issuances and debt raised, followed by early deleveraging ($1.4B term loan repayment) and net debt ~ $1.2B at quarter-end .
Digital/commercial levers are in motion (Roofr real-time pricing and ordering integration), supporting share gains and salesforce productivity as systems integrate .
Lack of formal guidance keeps near-term estimate dispersion higher; watch for cadence of step-up amortization flowing through COGS to subside by YE 2025 and for integration cost curves to roll off .
Near-term catalysts: continued integration updates and margin progress, additional deleveraging moves, and any incremental digital/automation wins with customers .

Appendix: Additional Context and Sources

Q2 2025 8-K and press release (Item 2.02 with Exhibit 99.1): financial statements, reconciliations, and integration commentary .
Q2 2025 stand-alone press release duplicate of EX-99.1 (for readability): .
Q1 2025 results (pre-Beacon close): revenue $13.5M; net income $8.8M; Adjusted EBITDA $(8.9)M .
Q4 2024 results (legacy software/services profile): revenue $14.7M; net income $11.3M; Adjusted EBITDA $(7.7)M .
Beacon acquisition completion details (Apr 29): ~$11B EV, $124.35/share cash consideration .
Financing updates: $2.25B senior secured notes (Apr 24), upsized equity and mandatory convertible preferred offerings (May 22) .
Digital initiative: Roofr integration (June 10) for real-time pricing and digital material ordering .

Notes

S&P Global consensus and estimate-related values are indicated with an asterisk () and are provided without document citations. Values retrieved from S&P Global.
Where applicable, non-GAAP measures and reconciliations are sourced from the company’s press release and 8-K exhibits .

QXO, Inc. (QXO)·Q2 2025 Earnings Summary