Business/Financial Results (Form 8-K)

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Preliminary Financial Results for the Three Months Ended March 31, 2025

On March 20, 2025, QXO, Inc. ("QXO") entered in an Agreement and Plan of Merger (the "Merger Agreement") with Beacon Roofing Supply, Inc. (the "Company", "we" or "us") and Queen MergerCo., Inc., a wholly owned subsidiary of QXO ("Merger Sub"), pursuant to which QXO agreed to acquire the Company (the "Acquisition"). In connection with a proposed financing transaction by Merger Sub related to the Acquisition, the Company is disclosing selected preliminary financial results of the Company for the three months ended March 31, 2025, as set forth below.

The Company has not yet finalized its financial results for the three months ended March 31, 2025. However, based on an unaudited preliminary analysis, the Company estimates it will have net sales of $1,898.0 million to $1,918.0 million, net loss of $41.3 million to $45.3 million, adjusted EBITDA of $80.0 million to $84.0 million and capital expenditures of $10.0 million to $15.0 million, in each case, for the three months ended March 31, 2025. The Company reported net sales of $1,912.4 million, net income of $5.6 million, adjusted EBITDA of $103.1 million and capital expenditures of $27.0 million for the three months ended March 31, 2024. The decrease in net sales was primarily due to there being one less selling day in the three months ended March 31, 2025 compared to the same period in 2024. The decrease in adjusted EBITDA was primarily due to a pre-tax loss for the three months ended March 31, 2025 compared to pre-tax income of $4.1 million for the same period in 2024, partially offset by an increase in restructuring costs for the three months ended March 31, 2025. The year-over-year decline in pre-tax income was primarily driven by higher operating expenses, lower gross margins from sales mix and higher interest expenses. The decrease in capital expenditures was primarily due to a decrease in property and equipment purchases during the three months ended March 31, 2025.

The following table presents a reconciliation of the Company's net income (loss), the most comparable GAAP financial measure, to adjusted EBITDA, for the three months ended March 31, 2025.

The foregoing are of limited scope and reflect the Company's preliminary estimates of unaudited selected financial results for the three months ended March 31, 2025. Ranges have been provided, rather than specific amounts, for the preliminary estimates of the financial information described above because the Company's unaudited consolidated financial statements for the three months ended March 31, 2025 are not yet available and the Company's financial closing procedures for the three months ended March 31, 2025 are not yet complete. Such preliminary estimated ranges reflect the Company's management's current views based on information available as of the date of this Current Report on Form 8-K, and the Company's actual unaudited financial results for the three months ended March 31, 2025 may differ from the preliminary estimates presented above as a result of financial and accounting closing and review procedures, including final adjustments, account reconciliations, management's review of results and the impact of developments that may arise between now and the time the financial results are finalized. The preliminary estimates of unaudited results for the three months ended March 31, 2025 are subject to the completion of the Company's financial and accounting review procedures and should not be viewed as a substitute for consolidated financial statements prepared in accordance with GAAP for any period, including the period presented.