The verdictSolvency is not the question. Nothing matures before 2030, all three preferreds are paid in cash, and the ABL covenant only springs if availability runs dry. The question is earnings power. Every observable input since the TopBuild close has weakened: Beacon margins, roofing pricing, new-home completions (−27% y/y), the rate path and consensus FY27 EPS (−17% since August). Meanwhile about $760–845M a year of…
Written by Claude (Anthropic’s AI) from public sources · Willem owns QXO · AI can make mistakes — numbers in brackets point to the sources · Not financial advice
Bull arguments show how well they survive the devil’s advocate (strong / medium / weak); bear arguments show the damage they could do after the counter-argument (high / medium / low).
Group adjusted EBITDA margin by quarter [1–5]:
| Q3'25 | Q4'25 | Q1'26 | Q2'26 |
|---|---|---|---|
| 11.1% | 6.9% | 0.1% | 8.4% (vs 10.7% in Q2'25) |
Adjusted gross margin was 24.7% in Q2'26 vs 25.3% a year earlier [2].
10-Q: the weighted-average product cost increase "exceeded" the selling-price increase [1].
No organic growth, price/volume or same-branch figure appears in any release or 10-Q [1,2,3].
Interpretation: Q2 2026 mixes in Kodiak ($595M of sales), so a like-for-like Beacon margin can't be computed.
Shares rose from 671.6M (2025-06-30) to 1,037.5M (2026-08-07), +54%. That includes 312.0M for TopBuild, 31.6M in a January offering at $23.80 and 13.3M for Kodiak [1].
Authorised shares were doubled to 4.0B on 2026-07-01 [10].
Overhang not in the share count [1] (Series C figure derived for all 300,000 shares):
| Instrument | Shares |
|---|---|
| Series A preferred at $4.566 | 219.0M |
| Warrants (50% at $4.566, 25% at $6.849, 25% at $13.698) | 219.0M |
| Series B (at the maximum ratio) | 28.4–34.8M |
| Series C at $23.25 | 129.0M |
| Awards | 24.3M |
| Pre-funded warrants | 42.0M |
Total ≈ 662–668M including the pre-funded warrants, ~64% of the base (derived). This corrects report #2, which attributed all 438M to Jacobs; his vehicle holds ~394.2M [12].
A resale registration for 41.4M Series C conversion shares was filed 2026-07-23 [15].
Base: consensus FY2027 revenue $18.82B and adjusted EPS $0.59 [40]. EPS arithmetic uses 25% tax and ~1.07B shares (the 424B3 pro forma count [9]); all impacts are estimates.
Beacon gross margin recovers ~100 bp faster than consensus — 23% chance by FY2027
Mortgage rates fall back below ~6.5% by mid-2027 — 18% chance
An active storm cycle lifts re-roofing (Isaias, 2027 season) — 34% chance of a materially above-normal repair year by end-FY2027
A non-core asset sale used to cut debt — 14% chance within 36 months
The roofing slump runs deeper into 2027 than consensus — 38% chance
Interest runs above the pro forma used by models — 45% chance
TopBuild installation volume falls ~5% more than modelled — 33% chance
Price aggression by SRS or ABC — 19% chance
New equity to cut leverage, or preferred dividends paid in stock — 12% chance
Fuel and asphalt inflation in delivery costs — chance not estimated
Goodwill impairment once segments are set — 17% chance within 36 months
| # | Factor | Weight | Measured value | Score | Why |
|---|---|---|---|---|---|
| 1 | Liquidity & funding runway | 15% | PF cash ~$950M + ABL ~$1.9B. FCF: FY25 +$183M (2.7%), H1'26 −$200M (seasonal working capital). No maturities before 2030 except ~$30M/yr amortisation. No going-concern language | 40 | Cash-generative over a year with no refinancing need. Not "modest debt", so it sits at the top of the 21–40 band. |
| 2 | Leverage | 10% | Net debt ~$8.2B ÷ 2025 combined adj. EBITDA $2.13B ≈ 3.8x. ~6.0x including $4.575B of preferred | 70 | Squarely 3–5x on debt alone. The preferred sits ahead of common and pushes it toward the top of the band. |
| 3 | Dilution | 10% | Shares 671.6M → 1,037.5M (+54%, 13 months). Overhang ~620–668M (60–64%), $4.566 instruments in the money | 88 | Above +25%. The in-the-money founder overhang keeps it near the top. |
| 4 | Profitability | 10% | Adj. EBITDA margin 0.1–11.1% over the last 4 quarters. GAAP operating loss 3 of 4 quarters. FCF margin −7.6% to +7.2%, FY25 2.7% | 55 | Around break-even on GAAP and FCF. Adjusted EBITDA flatters. |
| 5 | Revenue quality & concentration | 10% | No customer >1% (Beacon). TopBuild top customer ~3.1%, top ten ~10.6%. Repeat but transactional, no long contracts | 25 | Very diversified. Not 0–20, because revenue is per-order rather than contracted. |
| 6 | Execution & track record | 10% | Three deals closed on or ahead of time. Q1'26 miss. Beacon "firmly on track" (Q3'25) vs margins down since. 3 CAOs in 4 months. No material weakness or restatement | 58 | Mixed: strong deal execution, weak operating delivery so far. |
| 7 | Competitive position & disruption | 10% | #2 in roofing behind ABC; SRS growing above Home Depot's average; TopBuild #1 in insulation. New direct-from-manufacturer risk factor | 50 | Contested in roofing, strong niche in insulation. |
| 8 | Cyclicality & commodity/macro | 10% | ~50% new construction. Completions −27% y/y. Masco installation −60% (2006–09) vs Beacon −10% (2008–10). Fed hiking, mortgages 7.28% | 60 | Clearly cyclical, worse than legacy Beacon. Survival does not depend on a rate level. |
| 9 | Regulatory, legal & geopolitical | 5% | Lumber AD/CVD 21–31% + 10% Section 232; immigration enforcement on installers; Delaware disclosure suit; 45L ended. No China/sanction exposure | 35 | Manageable and diffuse. |
| 10 | Valuation & expectations | 10% | EV ~9.1x (ex-preferred) / ~11.3x (incl. preferred) 2025 EBITDA vs peers 7.5–16x. P/E ~18x FY27 consensus. Short interest 11.3%, rising | 50 | Not cheap given the leverage. Consensus FY28 EPS still doubles. Not priced for perfection after −61%. |
Overall: weighted average = 6.0 + 7.0 + 8.8 + 5.5 + 2.5 + 5.8 + 5.0 + 6.0 + 1.75 + 5.0 = 53.35 → 53. Change vs last: −2 vs the 55 under the old six-area method. The drop is from the method: QXO scores low on customer concentration and regulatory risk, which the old method mixed into broader buckets. On substance, the measured balance sheet is slightly worse than report #2 thought (preferred dividends $264M, not $175M; coupon run-rate ~$580M vs $496M). Dilution was also under-scored before.
Ranking check: QXO sits between REAX (50) and ALM (55). It is riskier than REAX because its leverage is higher and it has a $4.6B preferred layer, but safer than ALM, because its revenue is spread across more than 110,000 customers rather than one mine and one metal.