TIVP077 (Video): QXO (QXO): Can One of the World's Best Consolidators Strike Lightning Again? w/ Kyle Grieve & Shawn O'Malley

Kyle Grieve: He's done it multiple times before. United Way Systems, a 55 kegger bet XPO, a 50 bagger. Building multiple billion dollar business has been nearly automatic for Brad Jacobs. And now he has his sight set on rolling up the fragmented roofing and building products industry with his newest business, QXO. With an audacious goal of 50 billion revenue in just a decade's time.

Shawn O'Malley: A manager this skilled in capital allocation, finance and integration across multiple industries only comes along a few times in a generation. But the real question is whether Jacobs can roll up a commoditized industry and defend margins that don't have obvious barriers to entry.

Kyle Grieve: And that's totally fair. But here's the thing. With qxo now at $18 billion in pro forma revenue after the top bill deal closes, QXO's procurement advantages, cross selling capabilities and ability to leverage technology is set to really take off the scale. Benefits alone act as a weapon against smaller rivals who just lack the volume to match qxo.

Shawn O'Malley: Well, we'll dive more into that, as well as how QXO is financing this flurry of deals and what it would take for QXO to reach its goal of $50 billion in revenue with 15% EBITDA margins.

Narrator: You're listening to the Intrinsic Value Podcast by the Investors podcast network. Since 2014, with over 180 million downloads, we've lear directly from the world's best investors. Now we're applying those lessons to analyze businesses and investment opportunities every week, helping you uncover intrinsic value. This show is not investment advice. It's intended for informational and entertainment purposes only. All opinions expressed by hosts and guests are solely their own, and they may have investments in the securities discussed. And now, here are your hosts, Sean o' Malley and Kyle Grieve.

Shawn O'Malley: Hey, folks. Since we started the Intrinsic Value Podcast over a year ago, we have discussed a number of businesses run by incredible capital allocators. And today, we have many of them inside our portfolio. From Brian Chesky at Airbnb to Steve Huffman at Reddit, or even Sundar Pichai of Alphabet, we have some executives who are masters at, uh, value creation. But today, we are going to look at an executive who has one of the best track records of creating shareholder value that I've ever come across. And that's because he's done it multiple times.

Kyle Grieve: That's right, Sean. And the executive is a man named Brad Jacobs, who isn't quite the household name of Jeff Bezos, Bill Gates, or Elon Musk. And that's simply because his businesses aren't particularly glamorous. But he's created half a dozen public companies, many of which were just enormous successes. Take United Waste Management Systems. This was a business that rolled up the fragmented waste management industry. And from its 1992 IPO to its eventual 1997 sale, shareholders achieved an incredible 55% compounded annual return. Now, with that business being a clear success, Jacobsen decided to hit the repeat button. And for shareholders who have held the business since its inception, they would have a 200 bagger on their hands. Now, the next time out, instead of waste management, he decided to tackle the logistics business. He once again rolled up a boring industry, which he felt he could improve margins on through reinvestment. Simply that many in the industry were unwilling to make or lack the financial backing to pursue even if they wanted to. The result of that was XPO, which was a 50 bagger. Between 2011 and 2024, Jacob scaled the revenue in that business from 175 million to $15 billion in only four years time. Now those are just two examples, but that doesn't even cover all of them as Jacobs has led seven different billion dollar companies before starting qxo, the business that we'll be diving into today.

Shawn O'Malley: I've certainly studied my fair share of great capital allocators, as you have two cal. But it's so rare to see someone do it across several different industries and scale them, um, to billions in sales in the ways that he has. And it really sounds like he almost should be included in a revised version of one of our favorite books, the Outsiders, based on these managers who have created extraordinary shareholder value to an extent that few others could rival. And even when they were sometimes operating in challenging and competitive industries. And so the debate with great founders is, you know, always okay, did they have one good idea that they rolled into a huge business where there was a significant element of luck to their success? Or do they truly have lasting insights into how to repeatedly build incredible businesses? And so Steve Jobs, for example, look like he in some ways got lucky knowing the right people at the right time early in his career. But in his second time around at Apple, he really proved his chops as one of the great business visionaries in history. And maybe with the exception of Elon Musk, who went from PayPal to Tesla and SpaceX, and is now of course going to be the first person to ever have a trillion dollar net worth with the SpaceX IPO, there are only a handful of people where you can unequivocally say, yeah, there really is Something special about their approach to launching and scaling businesses. And you know, you could drop them anywhere in the world, it almost feels like with no money. And they could probably still become a billionaire before they died. And like I said that there are very few people like that. But that does seem to be the case with Brad Jacobs.

Kyle Grieve: That's right, Sean. I agree. And today Brad Jacobs is focused on one business, which is qxo, which is his newest project, where he's working on consolidating the distributors of roofing, waterproofing and complimentary industries, mainly in North America. And similar to the industries that he's already rolled up, Brad has some very, very big goals, including a revenue target of $50 billion in the next decade starting in 2024.

Shawn O'Malley: Yeah, and to build a $50 billion market cap company in a few years. I mean, it's pretty ambitious, let alone building a company with 50 billion in revenue. I mean, it's almost unbelievable. But obviously this is a pretty young company given that it started in 2024.

Kyle Grieve: That's right. And QXO is an interesting business because of its young age, so to speak. So QXO was formed in June of 2024. And I think I speak for both of us when I say that a business that is just two years old doesn't really scream out to me that it's ready to be bought. But I think QXO is positioned in a very unique way compared to your traditional business. So QXO was created when it was completed in an all cash transaction value at about a billion dollars for the shares of a business called Silver Sun Technologies. Now I think it's fair to say that this was something similar to a SPAC like strategy. So for anyone unfamiliar with the spac, it stands for a special purpose acquisition company. Generally, investors will pool their money together to invest into the spac, which doesn't own any assets. Then once enough assets are gathered, the SPAC then merges with a publicly traded company. And owners of the SPAC then get shares in the merge company. Now, while QXO wasn't a traditional spac, it was SPAC like. So once QXO acquired Silverson, it appointed Brad Jacobs as a CEO, then injected about $5 billion of liquidity from cash raised by other invest, and then it was off to the races.

Shawn O'Malley: It's nice to see that on the other side of this pandemic era SPAC mania, there are some viable businesses that have emerged from all that or learned maybe perhaps a better way to implement the sort of SPAC vehicle for raising capital because there were just a lot of companies that were brought publicly that what, you know, had really no business doing. So. And going back to ql, one crazy chart I saw while researching the company was the revenue gain since 2024. Right. It moved up by this insane percentage from 2024 to 2025. Right. From $50 million to almost $7 billion in a year. So maybe you can paint some more color around what happened. Because when you're just looking up, if you pull up the charts for qxo, it looks bizarre.

Kyle Grieve: Absolutely. I think bizarre is definitely the correct word. But you know, when we get into the acquisition history of qxo, this is basically what's driving a lot of that revenue growth that you're seeing. So just to give listeners an idea of how revenue has grown, so in 2024 revenue was about 57 million. In 2025 it went up to 6.8 billion. And in the last 12 months we're now ah, at $8.5 billion. So it's important to keep in mind that since QXO is in its infancy, despite the large revenue numbers, the revenue increase is basically driven by the consolidated financials of its basically just two acquisitions. So let's go over the first one. So the first acquisition was for a business called Beacon Roofing Supply. This one closed in April of 2025. Now Beacon was purchased for about $11 billion and instantly made QXO the largest publicly traded distributor of roofing, waterproofing and complementary products in the US. Now in the press release they also mentioned that they believe the building product industry they're scaling into is now worth $800 billion. Now the first acquisition was pretty interesting because it was initially met with basically not much support at all from Beacon's board. So QXO actually made its first bid in November of 2024, but that bit was actually rejected simply on the grounds that they were undervaluing Beacon's business. Now after that, they made an unsolicited bid for the company. Now after the unsolicited bid, the board came up with a poison pill that would issue one preferred share purchase, right, for each outstanding share of Beacon. So basically, if 15% of Beacon share stock was acquired by a person or a group such as qxl, shareholders would then be able to purchase additional Beacon shares at a 50% discount, basically making it so the takeover candidate could just not get a majority share of the business. Now eventually the board of Beacon agreed to a deal with no changes to the price on QXL's part. Now, from what I saw, Beacon looked at other potential buyers, but it simply didn't look like anybody else was willing to make a better offer. Now what exactly did QXO get from purchasing Beacon Roofing? So they got a company generating $5.8 billion in annual run rate revenue. This run rate number was negatively impacted by macroeconomic headwinds. So I do expect that the normalized numbers might be a little bit higher than this actual number. Now, in terms of EBITDA, the reported adjusted EBITDA for full year 2025 was $647.8 million. Now this implies that the multiple that they paid on the acquisition was approximately 17 times adjusted EBITDA. Now, Beacon has three primary revenue segments. The first one is the residential roofing products, which is about 49 of their revenue. Second is non residential roofing products, making up about 27 of revenue. And third is complementary building products, which makes up about 23 of revenue. Now it's tougher to see exactly what all these business lines did as they're now all rolled up into the QXO brand. But from what I can tell, they're selling basically roofing products. Things like shingles, whether that's concrete or clay, metal roofing, slate, natural roofing tiles, wood roofing, and then all sorts of roofing supplies. Now in commercial they're selling roofing products, supplies and insulation for non residential purposes. Then in the complementary products you got things like decking membranes, caulking and adhesives. Now the business served 110,000 customers across 600 branches across 50 states and seven Canadian provinces. So this was quite a big business. Now, one of the hallmarks of Brad Jacobs is simply his ability to finance large acquisitions. Just like this Beacon example of the purchase price. The equity of about 7.75 billion was paid for in cash. Then QXO took control about the $3 billion of the existing Beacon debt and refinanced it at even better terms. Now this refinancing angle will help QXO reduce leverage a little bit quicker than Beacon would have been able to do on its own.

Shawn O'Malley: You know, it's never a great sign when a company has to invoke a, uh, poison pill to try and block an acquisition and then the acquisition still goes through anyways. But uh, yeah, I mean it's definitely not as sexy as some of the other SPACs we've seen. But that also may be why this business has more legitimate prospects going forward. A lot of those defi and plant based meat spacs from a few years ago, are definitely bankrupt now. But QXO has already made three acquisitions and I think given the short history of the company, it's worth looking at these each in more detail. So take us through their second acquisition in Kodiak Building Partners.

Kyle Grieve: That's right, Sean. And to your point about the SPACs, I completely agree. I mean, even though it wasn't a traditional SPAC, I looked, I remember looking at some of the SPACs and I was just rolling my eyes. I mean you could tell within two minutes, maybe 10 seconds that these probably weren't good buys. Whereas at least with qxo you have a manager, uh, with a very, very good track record and the businesses he's buying are simply, they have revenue and they're profitable. So already a big bonus. But let's get back to Kodiak. So Kodiak was not as big of an acquisition as Beacon, but it was still very, very meaningful. So they bought it for about 2.25 billion in cash and QXO shares. The breakdown is about 2 billion in cash, then about 250 million in QXO shares, which at the time of the acquisition were valued at about 27 each. So today, just for reference, they're about 17. QXO also has the option to repurchase these shares for about $40. Now Kodiak has a different product offering than Beacon. So they are a US distributor with a focus on structural and exterior building products, traditional lumbers, doors and windows, manufactured components, as well as building materials and construction supplies. They also specialize in value added assembly, fabrication and installation services. Now it's worth noting that for both Beacon and Kodiak, these aren't decentralized operations. They were both folded into QXO and no longer exists in their former nomenclature. Now, Kodiak is smaller than Beacon. It has about 450 branches. It operates only in the United states across about 26 of them and is focused primarily on the Sun Belt. So they have about 15,000 employees. Now, interestingly, 40% of Kodiak's revenue comes from only two states, which is Florida and Texas, which are two of the fastest growing states in the U.S. which obviously provides a very nice tailwind and improved synergies for QXL. Now back to the acquisition criteria. So the 2 billion in cash was funded by issuing Series C preferred stock with a 4.75% dividend. No debt was assumed by QXO, as it looks like Kodiak was debt free. So Kodiak reported about 2.4 billion in revenue, but there wasn't any other information shared. So we can assume, perhaps I'm right, perhaps I'm wrong, that if Kodiak's margins are similar to Beacon, they added about 288 million in adjusted EBITDA. Now what does QXO offer specifically to Kodiak or how can they improve that business? I think the primary goal of QXO has been to optimize EBITDA um, margins in a few different ways. So the first one is just the consolidation of procurement across all three of their platforms. Second is the leverage cross selling opportunities between their expanded product offerings. Obviously as they add more and more of these acquisitions, they're adding different products, different services and then they can cross sell that to the other businesses that didn't offer them in the first place. And third, here is just to deploy a better tech stack. So this tech stack will help with things such as inventory management, planning, E commerce and road optimization.

Shawn O'Malley: It's a really interesting contrast to the serial acquirers that we've covered in depth on this show over the years where you very much uh, are trying to take a decentralized approach that leaves companies independence intact as much as possible. But QXO is more interested in synergies it seems. And that can be sort of a dirty word in value investing circles because synergies are these hypothetical cost savings that come from merging two companies together of, okay, you don't need two HR systems or two IT systems anymore and there's, you know, these different things that you can, these redundancies that can be removed. Um, but a lot of very poor acquisitions in the past have been justified based on this idea of synergies. And so this doesn't necessarily mean that the serial acquirer model or qxos approach, you uh, know one is better than the other. But it definitely does raise a little bit of skepticism from me. And while Brad Jacobs himself has a great track record, we probably do need more time to decide whether these deals have worked out well for shareholders. That's just the simple reality. And on uh, that note, let's dig into the latest acquisition they've done, which is with a company named Top Build.

Kyle Grieve: That's right. And Top Build is actually their largest acquisition yet with a price of $17 billion. Now this one won't close until Q3 of 2026, but it's still really, really interesting just to see how this acquisition will be financed. So QXO is structuring it by offering Top build owners either 505 in cash or about 20.2 QXO shares. Now, the deal is structured for approximately 45 cash and 55 in QXO shares. Now this transaction looks to be quite strong and helpful for QXO to achieve its financial milestones of that 50 billion dollar revenue mark that we discussed, along with about 15 EBITDA margins, which comes out to about $7.5 billion of EBITDA. Now the consolidated business between QXO and Top Build will reportedly get QXO's revenue up to about $18.1 billion and adjusted EBITDA to $2.1 billion. And it'll also increase their adjusted margins from currently 8% up to 12%. So this transaction will get QXO all the way up to about 1,150 branches and over 28,000 employees. So this is going to make it a pretty big company. Now, Top Build is interesting in a few ways that are probably more outside of the box. Yes, it's another business that specializes in the distribution of products adjacent to QXO's current offerings. You know, things like insulation and building related products in the residential, commercial and industrial construction end markets. But it's also a highly successful acquirer in its own right. Now, over the last 10 years, the business has some pretty good numbers. It's compounded sales at 13, it's compounded adjusted EPS at 31, and it has 18 margins. So it also positions QXO as a number one position in insulation, waterproofing, number two in flooring, and top two in lumber and building materials and specific geographies. Now the other bonus of this is that there's obviously an acquisition team that's already embedded in Top Build. And I think that's going to be very, very valuable to someone like Brad Jacobs, who now can leverage this team of very successful M and A professionals to continue looking for other potential deals out there or just to be a source of deal flow. And similar to the Beacon and Kodiak acquisitions, QXO will be able to bring added synergies, hopefully. So this includes things like the procurement scale benefits, inventory management and logistics optimization. So they're also going to be able to expand their business expertise and best practices across all of qxo. Now, lastly, I will add that Top Build will be fully integrated into QXO once the deal closes, just like Beacon and Cody Agra.

Shawn O'Malley: You know, one thing I'm weary of is setting this big goal with a, uh, specific timeline. And then rather than making the most pragmatic decisions based on the reality at the moment, you're sort of incentivized to pull deals together that get you to the $50 billion revenue milestone on time. Right. And so, you know, with enough stock issuance and debt, uh, you can certainly buy your way to $50 billion in revenue. That doesn't tell you anything about shareholder value creation and whether you're paying reasonable prices for these businesses or whether you're even buying attractive businesses in the first place. But so, you know, based on what I'm hearing about the acquisitions, it looks like QXO strategy is really based on a mix of organic growth and M and A, obviously, and with perhaps an emphasis on the M and A part at the moment. And, uh, you know, does that sound directionally correct to you?

Kyle Grieve: I'd say that's certainly directionally correct, but let's get into some of the details here. So one thing that QXO makes very, very clear is that they intend on utilizing technology to continue to improve the businesses that they acqu acquire, which should hopefully lead to additional margin expansion over time. But technology is just one part of how they intend on getting more and more operating leverage. So there's a few strategies. The first one is to just enhance their business by using Brad's highly successful framework for just rolling up industries. This includes things like improving its relationships with suppliers, securing better terms. It includes more vanilla things like, things like improving customer satisfaction and making E commerce more of a priority. And then it includes things like integrating new acquisitions into QXL's culture, which I think is going to be a big thing given the amount of new employees and the histories of these other businesses that he's bringing all into one. The second strategy is based on increasing market share. So this is more regarding organic growth and not just from buying other businesses. Now the route to organic growth includes things like improving inventory, optimizing prices, and creating better incentive packages to improve sales. On top of that, since QXO is expanding its product and service offerings, they can offer current customers additional products and services that would have otherwise just have gone to a competitor. They also intend on improving their E commerce sales. The third strategy is regarding an increase in margins. So the strategy on this front is to reduce layers of bureaucracy. As a fan of decentralization, I think this is a great idea. They also intend on outsourcing certain back office responsibilities and optimize logistics networks through the use of different types of technology. Now the fourth and final strategy is to just continue to add inorganic revenue and cash flow via mergers and acquisitions. So they believe about 30% of the roofing supply industry is fragmented and in the hands of about 500 different dealers, so these dealers tend to compete among each other, so if they're consolidated, there's a lot of potential for synergies between them. They can also move outside of the roofing products industry and look at building products and distributors, which increases their tam to 800 billion across North America and potentially in Europe.

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Kyle Grieve: keeps up with you.

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Shawn O'Malley: You want to see Duolingo's monthly active users? It's there. And I know because we did that in our episode on Duolingo. There's millions more data points to all updated within minutes of earnings, not days later. Like legacy platforms, you can export data, run screeners, pull earnings, call transcripts and Morningstar reports, track super investor holdings and compare companies head to head just like me and Daniel do and even plug Fiscal AI into Claude to power your AI research with institutional quality data. Head to Fiskel AI tivp. You'll get two weeks off Fiscal Pro Free and if you upgrade, that same link will save you 15% on any paid plan. Again, that's Fiskel AI TIVP. If you're listening to this show, you're already doing the work most investors won't tearing into individual businesses, pondering intrinsic value and thinking in decades instead quarters. At some point you start to want people to do that work with though. That's why we built the Intrinsic Value Mastermind group. And you've probably heard me talk about the intrinsic value community before and this is that same space with the name Refresh. It remains a home for serious long term investors committed to compounding their knowledge, relationships and finding great stock ideas. And as a member, you'll join monthly video call calls with me, Kyle Grief and Daniel Maca where we'll dig into what's actually happening in the markets and in individual businesses. You'll sit on private conversations with fund managers, business operators and authors that we respect. The kind of access that does not fit inside of a 90 minute podcast. And you'll have the chance to join us in roaming Omaha together during Berkshire weekend too One of my favorite weekends of the year. If you're looking to expand your circle of investor relationships, get smarter about assessing intrinsic value, and are always looking for new stock ideas, then what are you waiting for? Apply for free now@, uh, TheInvestorsPodcast.com mastermind. That's TheInvestorsPodcast.commindmind. and if your application stands out, I'll be reaching out to you personally to schedule a call. Generally speaking, these do sound like very difficult areas to compete in where there aren't as obvious ways to build strong moats that won't be eroded away by competition. But we did cover NVR recently and what I liked about that business at ah least is that they found a novel approach to the home building business that made the business model much more capital light because they were buying options on plots of land rather than buying up a bunch of land outright before knowing if they could get demand to put homes on those lots of. And you know, otherwise I can't say I've had a ton of experience working in or investing in, um, this space besides maybe looking at Comfort Systems, which we covered a long time ago. It's a specialty contractor focused on H vac services, actually. And there are some really interesting wrinkles to their serial acquirer approach, even if they don't like to call it that. But really what has made the stock most recently surge is that they have a niche expertise in cooling data centers, where you can imagine there's been a massive surge in demand thanks to AI. So in that case, I can see how a business in a highly competitive space can earn outsized returns for a period of time if it has a, uh, really specialized focus that catches some kind of macro tailwind. But that doesn't guarantee that competition will be kept away longer term. And that's why we previously passed on investing in Comfort Systems, despite the fact that the stock has worked out very well since we first looked at it. Yeah.

Kyle Grieve: So as far as personal experience, when I was actually in my early 20s, I worked very briefly as a roofer for both residential and commercial roofing. Now this was by far the hardest job that I ever had and nowhere close to the highest paying. So I'm very happy that I got away from it and that, uh, I'll never have to do it again. But I definitely did learn a few things about buying equipment specifically for the purposes of roofing. So I wasn't directly involved in ordering products or anything like that, but I did have to pick up my equipment that would be needed for actually Roofing. And this would be from a business that would have been in the same industry as qxo. Now I remember going to a place in an industrial part of a Vancouver suburb. I picked up things like a, uh, cutting edge hatchet gloves, utility belt, tape measure, safety goggles and harness equipment. So you'd end up buying on credit and then my employer would pick up the tap. Now I'm not sure there's a massive difference between this place and maybe somewhere else, but from what I recall, my employer would have had a deal with a specific supplier and then just kind of use them exclusively. So if they had the right relationship with the supplier, then that place would secure my business. Now, uh, since QXO was able to take full advantage of procurement benefits, if they can sell these items at a better price than competitors or even just competitive prices, then that would be a major benefit. Specifically if they're able to offer an even wider range of product offerings. If I had to choose between, you know, going to two places to get my equipment versus just going to one place, then the option with fewer visits is definitely going to win out.

Shawn O'Malley: So I've expressed some doubts around what kind of moat a business like QXO can truly have. But I do want to hear your take. Are there some competitive advantages that you think can give them special positioning?

Kyle Grieve: Yeah. So I think given the non traditional nature of this business, the moat lies in kind of the execution of its business plan and growth strategy. So you know, a consolidator can definitely work because they aren't necessarily stealing market share, but just kind of just redistributing it among fewer individuals. Now in the case of qxo, I think there are some real synergies. So while I think you're right that uh, it doesn't have the widest and deepest moat, Brad Jacobs himself is probably the real answer to that question. So to borrow Hamilton Helmer's M moat named Cornered Resources, I think you're probably going to get the closest answer. So a corner resource can be thought of as a form of ip. Traditionally, investors assume that IP is something like a pharmaceutical drug that is protected by patents which make it so that competitors cannot sell a competing product. But a corner resource can also just be a person. If Brad Jacobs was working inside of Top Build, for instance, instead of qxo, and he was running the exact same playbook, but under Top Build, then he would probably be just as successful as he has been so far, just under a different company title. And that is a corner resource. The other small businesses Inside the roofing products industries aren't Brad Jacobs. Uh, they haven't consolidated multiple industries into billion dollar companies. They don't have the trust of people with deep pockets to run this strategy with zero prior experience. Now it's very, very rare for someone to deploy $30 billion in just two years, times starting from zero. To get that kind of access to capital is very, very unusual. Now of the 500 companies that he listed in the industry that he's operating in, there's probably zero other individuals who could access that kind of capital on favorable terms. If you look at ah, whether other companies could even consolidate, I would say the answer is yes. But it would be very hard to consolidate at the same level of scale that Brad has done so far. The second advantage I think worth mentioning is scale. So I briefly covered this. But if QXO finalizes the Top Build acquisition and uh, are then doing $18 billion in sales, they're going to be spending billions of dollars on cost of goods sold, which they're obviously going to buy from suppliers. Now for smaller competitors buying maybe millions of dollars, they're just not going to be able to buy at the same volume as qxo and they're not going to be able to get the same volume discounts that QXO is going to have access to. Now gross margins for QXO as of the latest quarter are around 23.6% and that's up from 21.1% in June of 2025. Since top build has superior margins to QXO, I can see those gross margins and EBITDA margins continuing to increase once the deal closes and the company's financials are all consolidated.

Shawn O'Malley: What you're describing reminds me a lot of this concept of sidecar investing where the idea is you want to be a passenger in a motorcycle sidecar where you're letting the driver do all the work and you're sort of along for the ride. And in that kind of strategy, the focus is on finding the best drivers first and foremost. And as we said Brad, uh, Jacobs is a pretty good bet to hit your wagon to. But you know, that also just means there's a lot of key man risk, right? God forbid Jacobs gets sick and has to stop working. All of a sudden you're left with these businesses that are much less attractive to own and probably less valuable without his steering of things. And that creates a structural vulnerability. And in theory I've always preferred betting on companies like Alphabet or Amazon, where we've seen a more proven culture of innovation and success that extends beyond any single leader, even if people like Bezos still come to mind, despite the fact that he's, you know, doesn't have the same role in the company that he wants to. So that would be my big question. Maybe Brad Jacobs can drive out performance for a period of time, but truly no one knows if that will be two years or two decades. And so I'd want to know whether you think these advantages can persist longer term thanks to the culture that Jacobs has created and any successors that he's been grooming.

Kyle Grieve: Yeah, absolutely. Sean and I generally like to focus on where a business of QXO size will be in just three to five years. You know, if it's still doing well after that period, maybe continue to layer on in another three to five years. But looking out 10 years is a little bit tough. And given Brad's history, you know, as someone who kind of tends to move from one project to another, he tends to be someone who leaves a business and that business continues to do well. I mean, XPO still around Waste Management, which eventually got sold, got folded into a business that's still around. So it's not like these businesses are just crumbling after he leaves. So right now, obviously QXO is his primary focus. And given his age of 69, this might be the last area of focus that he ever does before he wants to just retire from generating more and more billion dollar businesses. Now QXO says it expects to reach this $50 billion sales target over a 10 year period and that started in about 2024, but they're already about a third of the way there. So in five years 25 billion seems quite doable. And considering the fact that once the top build acquisition closes, they're going to be doing $18 billion in revenue. Now you could probably get to 25 billion with just one more similarly sized deal or a, uh, deal that's the size of Kodiak. Or you know, perhaps he just focuses more and more on some of the smaller deals. It just all depends on M and A execution. And obviously there's going to be a huge amount of deals in the pipeline and depending on the size of those, he might need to make more deals. He might need to make few deals. But you know, simply put, I think just the whole M and A framework is just something that Brad is uh, very, very good as he's made over 500m and a transactions over his entire career. Now the other potential issue that could arise while he scales up is simply what is happening in the home building and remodeling industry. So, you know, if people aren't building new homes or if they feel like they just don't have the financial robustness to invest and upgrade their own home, well then a business like QXO would obviously have some headwinds. And these are uh, maybe hopefully for them, shorter in nature. But you never know. You know, when you look at these cycles, they tend to normalize over longer periods. And given the fact that these businesses do generate cash, they should hopefully be able to handle some of the cyclicality of the industry. And unlike nvr, which is a business that like you mentioned we previously covered, they actually don't need to spend any money on any lots or property other than on their branches to just run them.

Shawn O'Malley: Cyclical businesses don't mean that you can't approximately model their performance longer term, but it certainly makes the timing tougher, especially when you layer key man risk over that cyclicality. And given that QXO has deployed billions of dollars on two acquisitions now, soon to be three, I think we should probably closely examine their debt situation to see how they're financing all of this. And what does that look like now and uh, where do you foresee this it going in the future as they continue to heavily lean on M and A to reach that 50 billion dollar revenue target?

Kyle Grieve: Yeah, so I think it's vital to take into account QXO's debt situation because while the business is obviously already generating cash flow, and while I think that number will increase over time, they 100% are going to need to fund these new deals and they're not going to be able to fund it from purely internal cash flow. So the fact is they're basically scaling up from zero. So with that in mind, you pretty much have to rely on boring from others in order to fund more and more deals, especially if they want to scale up as fast as they're planning on doing now. As of the last quarter, qxo has about $3 billion in long term debt. And this debt is split into two segments. So the first one is senior Secured notes. These notes were issued as part of the Bequin acquisition for about $2.25 billion. And they carry an annual coupon of 6.75% interest. This debt is recourse debt backed by QXO's assets. These payments are semiannual and they're going to cost QXO about $76 million or so every six months, not including the principal repayment. The second is a term loan facility which has about $825 million left on it and has interest rates of about 5.7%. Interest payments on this loan are going to be about $47 million annually. Now this brings debt servicing expenses to about $200 million annually. And as of the latest quarter, QXO is generating about 280 million in cash from operations on a run rate basis. So right now nearly all of the cash that they're generating is going to be put into servicing debt. And this doesn't include things like maintenance CapEx, which is pretty hard to estimate given the additional CapEx requirement as they continue to scale. CapEx for the last quarter was 22 and a half million, but it's hard to tell how much of this was maintenance versus growth capex.

Shawn O'Malley: All that debt and the interest on it obviously puts pressure on profit margins, unless they can use that, uh, debt to grow rapidly, where they may be able to then achieve some operating leverage. But you know, that's a sort of a risky form of speculation to undergo that, right? If things don't work out as well as hoped, margins could be significantly worse than expected too. And that's just how leverage works. And so, you know, I tend to get more excited about the operating leverage that we see in software businesses and some of the companies we own, like Uber and Reddit, because the incremental cost of serving more customers is quite low. Right. For adding another account on Reddit, it doesn't cost them very much for somebody to create a profile there. So margins can inflect dramatically as the business grows, as the number of users of Reddit explodes without them needing any debt at all to facilitate that. And so this is another way to think about operating leverage and one that is, well, literally more leveraged. But another important question here is the current debt situation is based around QXO's first two acquisitions and doesn't include Top Build. And that's certainly going to further expand their liabilities and muddy up the picture here. So how concerned are you about that? You know, this company might get to $50 billion in revenue, but it might also need to carry a huge amount of debt in doing so.

Kyle Grieve: Yeah, that's a completely valid point there, Sean. The $17 billion price tag on Top Build is going to be partially funded in QXO shares, which is great for not adding debt, but obviously there's going to be a significant amount that's going to be funded in cash. Now here's how that cash portion is going to be broken down. So first off is that there's going to be a new debt, about $6 billion. The exact terms of this haven't been disclosed yet, but QXO has a commitment from lenders. So, you know, I presume the terms are probably going to be somewhat similar to the term loan facility that they currently have. Second is that they're going to have a drawdown of about a billion dollars in preferred stock. So this preferred Stock pays a 4.75 annual dividend yield and was part of QXO's earlier financing. So they didn't have a need to fully draw down on it until now. And third, they do have some cash on hand of about $2.1 billion. So this represents about 2/3 of QXO's current cash and cash equivalence position. So with that I get pro forma debt of about $9.1 billion after the top build is completed.

Shawn O'Malley: That is no joke. I mean, we're talking about a really highly levered business here. And it just has me thinking of Buffett's first rule of investing, right? You know, don't lose money, right? Because that is the one thing you can do to interrupt your compounding. That's the most important thing we can do as investors of our lifetime, is to compound. So of course you can't guarantee that a stock's price won't fluctuate over a period of time, but you can minimize your exposure to businesses that have a higher chance of going bankrupt where effectively your investment and then goes to zero. And that is a huge setback for your company. With the point being if a company has no debt, there's no at least immediate way for the company's stock to go to zero. And that's not the case here though. So, you know, not that I would want to short qxl, but again, you're taking on higher risk and accordingly I would probably want to demand an even higher hurdle rate to invest in this company. But we could talk about that more when we get to the valuation section of the business. And uh, but that's just how I think about things. It doesn't mean it's uninvestable. But if you normally look for opportunities that you think can plausibly generate 12% returns annually, like we do on average over, you know, a five year time horizon, or hopefully longer, you might raise that threshold, that hurdle rate, the 15 to 20% reflecting that you need more compensation for taking greater risk. And when you buy high quality software compounders with no debt and maybe a modest premium multiple, that's sort of how we've approached things with a lot of businesses in our portfolio. Yeah, you might get slightly lower expected returns, but it's generally a more attractive proposition to me than swinging for higher risk but higher possible return bets where there's this possibility of zeroing out. Right. With Alphabet and Uber and Airbnb, we know that we're not going to zero out the investments. And with qxo, I don't know how likely that is or not, but it is certainly more of a possibility. But I assume the counter argument is that the top Bill deal will add considerable cash flow to QXO to help service this debt and offset some of the leverage that was being used here.

Kyle Grieve: Yeah, that's exactly right, Sean. So QXO has modeled for the post acquisition adjusted EBITDA to be about $2.1 billion. So you know that's a fair amount of cash that they're going to be generating. Now, this puts them somewhere around the four and a half to five times net debt to EBITDA multiple. Now, like you just have been mentioning here, it is pretty high. I generally prefer to stick to three times and lower is even better. Now, my assumption is since they have this 50 billion dollar revenue goal, they will continue to layer on more debt, but will also continue to generate more and more cash flow. Now, once this business gets to 50 billion in revenue, there's definitely some questions to ponder. Will they slow the acquisition down and focus on deleveraging or will they make a new goal? Maybe it's 75 billion in revenue or 100 billion in revenue. It's pretty hard to say right now. But another note to focus on is that QXO has already diluted shareholders. But when it comes to dilution, Brad is very, very intentional about its use. So in his latest book, how to Make a Few More Billion Dollars, he mentioned that he's not averse to dilution as long as it generates the right amount of shareholder value. He said that he's gone from owning 90% of a company to just 10%. But because of all the value that was added from the dilution, his 10% stake was worth significantly more than the original 90%. So if you are expecting this business to be some sort of share cannibal in any way, like nvr, a business that we previously discussed, I'm afraid you're going to be sorely disappointed. But as Brad mentioned here, there are just many, many ways to raise capital. And as long as you use shares to add value, it can work. Now, one of my favorite examples of this is Henry Singleton and the business that he ran called Teledyne. So Singleton used overpriced shares of Teledyne to go on an absolute M A spree. But they were highly dilutive to shareholders as total shares outstanding actually swelled by nearly 14 times. Now, that sounds pretty bad, right? But you also have to account for the fact that Teledyne grew its EPS by 64 times at the exact same time, which meant that even though he was diluting shareholders, he was clearly creating a ton of shareholder value.

Shawn O'Malley: That's a great point. Because as much as it's tempting to use heuristics, we can't simply say that an expanding or contracting share count is objectively good or bad. Right. You know, uh, broadly speaking, we tend to think companies that are able to shrink their share counts over time tend to be more shareholder friendly and thus are perhaps theoretically better places to invest. But that's not guaranteed if you're buying companies that below their intrinsic value while issuing equity at a price that's above your company's intrinsic value. Well, the long and short of the math that goes into that is that it's a good thing to do. You're creating value for existing shareholders even though you're issuing shares. Right. And Henry Singleton is the perfect example of how to balance that. Well, and since you mentioned Singleton being one of the greatest capital allocators of all time that he is, let's shift our focus to capital allocation more and how you view QXO's abilities in that area so far. For as much as we can tell, for a company that's, you know, what, two years old.

Kyle Grieve: That's right, Sean. And that's the hard part. Right. You know, QXO is kind of tough to really analyze just because it has this very, very brief history. So, you know, I think we kind of have to rely somewhat on Brad's history as a capital allocator to find out whether the current acquisition vehicle in QXO can continue to deliver shareholder value. So if we look just purely at qxo, the numbers just aren't helpful because they don't even really include a full year of the two businesses in the consolidated financial statements. So if we look at my personal favorite metric of roic, the numbers are just simply bad simply because Jacobs is intentionally buying businesses that he believes have depressed margins that he, and only he, can really unlock as part of being part of qxo. So the numerator of the ROIC calculation is going to be severely depressed right now once we have at least a full year of consolidated numbers for Beacon and Kodiak. We will have some idea of how margins can improve and whether that capital is being allocated well. And you know, a year probably still isn't good enough. I'd probably be a lot more comfortable with a business this size in having maybe two to three years, probably three years of history. But you know, my assumption is given how successful Brad has been in the past, I think he's probably going to continue to allocate capital very, very well. But it's just not something that's going to be very obvious to investors until a few years from now when the business is more or less in some sort of steady state and has a more accurate and normalized margin profile that won't be so volatile like it is today. Now as of now, They've invested about $13.6 billion in the company and with no post synergies of about $333 million, we get uh, a ROIC of only 2.4%. If we remove goodwill, we get 4.3%. Now it's important here to note that QXO is nowhere close to where it wants to be in terms of margins. So if they are able to realize those synergies, I would expect their ROIC number to continue to go up. So with all that said, I think it's definitely a number worth monitoring in the future and the hope is that it continues to rise as they're able to realize more synergies, procurement advantages and tech related advantages as a consolidated company. But for now, we kind of just have to wait and see.

Shawn O'Malley: It's definitely too early to put a ton of stock on those ROIC numbers. So to me, the important qualitative question to reflect on is what kind of reinvestment opportunities does the business have going forward that's going to drive those ROIC numbers over time?

Kyle Grieve: Yeah. So given that Jacobs wants to go in and use his abilities to improve businesses through technology, improve procurement and integration, there's definitely some room to continue to reinvest in the business. But my guess is that most of the capital invested in this business is going to be inorganic in nature. With Top Bill, they specifically said that the business has a good mixture of organic and inorganic growth opportunities. So we will see just how good QXO is optimizing margins and we'll also see where he thinks reinvestment is going to have the best returns in the near future.

Shawn O'Malley: What about some of the deals that QXO has passed up on? Uh, right. That's a great way to view Jacob's capital allocation skills as well as the discipline in only getting deals that make the most sense for QXO shareholders.

Kyle Grieve: Yeah, I think that's a great point there, Sean. So one business that QXO went for was Gypsum Management and supply or GMS. So they ended up bidding about $5 billion for that business or about $95 per share. So this business is located in Georgia and operates about 320 distribution centers offering products like wallboards, ceiling steel framing and other construction related materials. It also has a hundred additional locations for tool sales, rentals and services for residential and commercial contractors. However, Home Depot came in with a bid of about $110 per share. And Jacobs just didn't really budge on his price. So the winner of that business went to Home, uh, Depot. Now another bid that Jacobs made was for a France based business called Rexell SA for $9.4 billion. This was way back in September of 2024. Now this is interesting because I think this business gives you a profile of what a lot of businesses inside of that industry look like. So Rexell currently has financial targets of revenue growth about 5 to 8%. And that growth was expected to come about 60 organically and 40 from M A. Their target for margins was to basically exceed 7%. Now Rexell has done a pretty good job since the bid was made, increasing EBITDA by nearly 43 and EBITDA margins by 43%. Now this has caused the share price to rise about 38 as well. So you know, it looks like management's decision to just hold off on selling was probably a pretty good call, at least for now. Now it's worth noting that this business is located in Europe, which would have opened up a significant opportunity, I think, for QXO to penetrate into Europe. Now it's also telling that Brad essentially wants to double the EBITDA margins of QXO compared to this business. So just to give you an idea of what Jacobs was able to do with XPO when he took over EBITDA, margins were about 1.7%. When he left his CEO, they were 10. So uh, he stuck around as chairman for a few years after. And XBO sported margins above 14 by the time that he vacated this chairman spot at the end of 2025. So I think this paints a pretty good picture that Jacobs has a good history here of increasing margins in industries that just don't really seem to have that much innovation embedded inside of them. And he's also shown discipline as a capital allocator and M M and A for qxl shareholders. It doesn't look like he's interested in getting into things like bidding wars. And he knows exactly what he wants to pay and he isn't really willing to budge on that number if the deal just isn't right. And I think I highly respect that.

Shawn O'Malley: The only thing I'd want to mention with the French deal they looked at, while it does expand the tam, you lose some of the synergies that might have made your domestic operations more efficient and therefore more profitable. Right. There could be some supply chain delivery advantages, but you know, last mile delivery in Georgia, for example, that's not going to benefit at all from the acquisition of a French business on the other side of the Atlantic Ocean. But you know, that's just my two cents there. But you teased to the audience earlier in this episode that QXO does have a tam of about $800 billion, which does sound like a very large Runway, if true. And I imagine that includes Europe. And generally, how do you think about QXO's $50 billion revenue goal and whether it's even realistic for them to achieve within the context of that very large tam, assuming that they can capture a good chunk of it?

Kyle Grieve: Yeah. So there's a few ways of looking at this, Sean. First, you can view it from a forward looking basis. So since the top build acquisition looks very likely to happen, you can look at how long it will take for QXO to achieve their post synergies, revenue and margin. And then you can look at how much growth they'll have between now and when they realize these full synergies. Second, you can look at what the TAM is, and if QXO is correct on its number and how much market share they can take, then you can just kind of work backwards from there using their margin goals. And then you can get a general idea of cash flow from there. So let's first look at the top build acquisition. I already discussed how that will impact the business and some of the future targets that they're modeling for. So just to refresh your memory, they're targeting revenue about $18.1 billion, EBITDA margins around 12%. And this gets QXO to about $2.17 billion in adjusted EBITDA. So if we compare this to where they are today, you're looking at some incredibly hefty growth numbers. So on an absolute basis that's 52% revenue growth. Now, doing that instantly once the deal closes is going to be quite the windfall, but the increase in margins is like rocket fuel for this Revenue growth as adjusted EBIT does model to increase by 110%. The argument here that an investor could make is that the post acquisition assumptions are just too aggressive. But when you do the math, it does seem to work. And even though Top Build is already a good business, QXO believes that they can add an additional $300 million of adjusted EBITDA by 2030. This brings a purchase price multiple down to a touch below 12 times if the synergies are realized.

Shawn O'Malley: Well, for them to model QXO doing twice as much revenue but generate roughly the same adjusted EBITDA as Top Build, you know, they must be acquiring a much more profitable business or underwriting some fairly aggressive assumptions around synergies. That's just my initial reaction, and I'm sure it's a mix of both, but maybe my guess is that the latter is doing more work there than the former. And yet though, you're just sharing the potential for QXL from one acquisition, which does sound very promising. So if this is as good of a deal as it actually sounds, do you think it's reflective of the acquisitions that they can continue to make in this industry going forward?

Kyle Grieve: Yeah. So QXO does seem to be increasing its TAM as they continue to add these new businesses simply because they're just adding these incremental business lines to their existing business. Now, uh, this allows them to increase their product offerings and cross selling opportunities. And as they continue to layer on more and more of these businesses, I think the chances are pretty good that maybe that TAM will continue to grow as they find these adjacent products and services to offer current and future customers. Now another way to look at it is how their product offering has shifted as they layer on these acquisitions. So first of all, you had Beacon Roofing. This made them the largest publicly traded business in roofing watering products. Second, you had the Kodiak deal. This added lumber trusses and other exterior products and expanded their geographic footprint in some of America's top markets like I mentioned in Texas and Florida. Now the third growth layer is from Top Build and this helps them expand their product offerings to include items such as insulation, while continuing to strengthen their position in roofing and waterproofing. So where as QXO started as a business offering just kind of roofing products and services, which tends to be earlier in the real estate build out phase, they're now able to create a full product offering across all stages of a build. So this means they remain even more competitive in their product offerings as they'll be able to leverage A single sales force to procure for a larger area of a customer's entire project, rather than dividing this process into separate parts where a company cannot take advantage of those exact same scale effects. Now, as for the numbers on QXOs provided TAM, from what they said, that is a global TAM. With their three acquisitions being based in North America, the current TAM inside QXO is more like $300 billion, which they share in their own filings. Now, once they land an acquisition outside of North America, such as in Europe, that will increase their TAM and maybe get them a little closer to that $800 billion total market that they mentioned. Now, I don't know if that market also includes Africa and Asia, but that's the number that they gave for the tam. But it's worth mentioning this. The market is highly competitive, and as I discussed earlier, businesses like Home Depot and Lowe's are also very involved in M and A. So I doubt QXO ever becomes a monopoly. But their ability to simply roll up a small part of the industry should make for a highly profitable business with all the advantages that they're going to be able to offer to their customers. If they can get to that $50 billion mark, that would just represent 6% of global TAM. Now that's a very, very big number. But QXO doesn't even really need a ton of deals. If they can find more beacon or top build size deals just to get there, they don't have to add a ton of customers in this kind of slow, organic way. They can just basically acquire them through M and A. And this allows them to scale much faster than any business attempting to do so organically could do?

Shawn O'Malley: In terms of hidden monopolies, were there any other advantages that you were able to come up with that might not be so obvious that can help build customer loyalty and lock in customers into using QXO's products.

Kyle Grieve: Yeah, so I ran this thought experiment, but the Moat score index for QXO was quite low. Now this is a business that just isn't going to have the most loyal customers. Customers will tend to stick with their supplier, but if they find someone else who's offering a better price or a better service, there isn't that much of a reason for a customer to stay loyal to one supplier. So for this reason, I had them with a moat score index of about 7, which is very, very low. But you know, given the industry that they're in, this is not at all surprising to me. Where QXO does have some power is in their ability to help customers in a wider variety of their needs. So if a customer can work with QXO to address multiple needs at, let's say, the same price, rather than going through three different distributors for similar products, it just makes it more efficient and less time consuming to take the QXO route. QXO can further enhance this benefit by offering their customers a better price and an even better service. Which, yes, would probably make it a little bit harder for their customers to want to switch to somebody else. But, you know, it's still very early in the game to make this assumption. I think that as these acquisitions are integrated, we'll probably get a better idea of how the relationships with customers will change and hopefully improve over time.

Shawn O'Malley: Let's transition this conversation over to look a little more closely at, uh, management. You've already spoken at length about Brad's previous accomplishments. I think it's obvious that he's, uh, a very skilled creator of shareholder value. So let's go over how management is compensated and what their incentives are.

Kyle Grieve: Yeah, so part of what I like about QXO is in its aim to get to this 50 billion revenue target and 7.5 billion in EBITDA. I think this helps keeps management really focused on the long term and avoid making any splashy deals that would harm the business. The short term, this might include making a deal just to increase the top line while just completely ignoring that the business doesn't offer the right synergies or maybe even have very limited margin expansion opportunities. So right off the bat you have this 10 year investment horizon, which I think is very, very good for long term oriented shareholders. Now I'd like to start here with base salaries for executives as I think this is a really good starting point to see whether a business is spending money wisely on the people who are in charge of creating shareholder value. The good news here, the base salaries for all executives don't really indicate any wasted spending. All executive base salaries are in the 450-900k range. Incentives, however, bring total compensation up very, very substantially. So not so much in 2025, but a lot more so in the first year. In 2024, when Brad Jacobs total comp was $189 million and the CFO had a comp of $37 million. Now this is quite high, but often in these newer businesses they do this to help get some executives skin in the game, to help align them with shareholders. Okay, so the next step is to figure out how they're going to earn this compensation, which is mostly coming from stock awards. Are they coming from what Sean, um, likes to call corporate participation trophies, which just kind of means sticking around long enough to get your options? Or is management being forced to really, really earn those stock awards? So there's a few parts of this. So if we look at the stock awards, they are based on time based restricted stock units or RSUs. This vests annually until 2030. The performance stock units PSUs are tied to total shareholder return. So QXO must stay above the 55th percentile to unlock 100 of their rewards, which scales up to 225 if they are in the 90th percentile against the S P 500 index. The first tranche of PSUs was awarded at the end of 2025, so executives received the maximum option allotment. The short term incentive program is one that I like a lot more, which is based purely off of performance and based on just two metrics, company wide adjusted EBITDA targets and company wide revenue targets. For fiscal 2025, the company didn't achieve the adjusted EBITDA target. It did reach 95.4% of the revenue target. But the compensation committee decided to reduce the payouts to all execs to zero simply because the adjusted EBITDA target was not met. Now I like how they did this as I think it is a good signal that they're very, very focused on holding management to a very very high level of standard.

Shawn O'Malley: Yeah, I mean it is good to see that they're withheld the payouts when the targets are not being met. Right. That is definitely reassuring. But it's also not a perfect scheme. Maybe I think about things too simply, but for QXO to stay above the 55th percentile on total shareholder returns relative to the S and P, unlock 100% of their bonus, I mean, that doesn't strike me as being hugely ambitious. And then there's the stock based participation trophies that we've called it and that doesn't help either from my vantage point. And you've got a short term incentive program where honestly I'm not sure that these should even exist. Philosophically, not to get on my high horse, but I'm just not convinced that base comp and intermediate to long term incentives aren't enough. Why are short term performance incentives even needed at a really high level? And then having these based on revenue targets and adjusted EBITDA short term, I don't know. I'm sure they have a good argument for it. I'm not an expert in management incentives, but you should really be focusing on longer term earnings per share growth. And to me, anything that potentially distracts from or complicates that is not a good thing in my book. But now that we've covered the incentive program, let's turn our attention to insider ownership, which I think we should always pay close attention to.

Kyle Grieve: Yeah, Sean, and I think you'll be a little bit happier with this part of the narrative. So insider ownership is very, very good, particularly Brad Jacobs. So he owns 35.7% of the common shares and he owns 90 of the convertible preferred stock. So with other insiders the ownership goes up to 41, which I think is very, very good insider ownership. Now there's definitely a few other things to consider here. The first is the convertible preferred shares. So Jacobs, through control of Jacob's private equity, invested about a billion dollars into QXO early on. Now this is quite a strong signal for the CEO to be investing that much money into his business. So Bloomberg as of May 25th of 2026 lists Jacob's net worth around $15.7 billion. So according to that, he put in somewhere around high single digits percentage wise of his net worth into qxo. Another important point on the preferred stock is that it's convertible. So this means that if the shares are converted, there's going to be significant dilution in the future. One preferred share, once converted is worth about 219 common shares. So if 100 of the shares are converted, which seems quite likely as the conversion price is fixed at $4 and 56 cents, it would meaningfully add to the shares outstanding. But they are in lockup up until 2029. With QXO total shares outstanding today of about 744 million and another 492 million shares that could be added through the convertible preferred stock. Mandatory convertible preferred. So warrants and stock based rewards, there's a very high likelihood that shares are going to be diluted heavily in the coming years. Now if Jacobs comes through on his ability to add value despite the dilution, it could still work out for investors. But just understand that there is most definitely dilution risk embedded in qxl.

Shawn O'Malley: Something to be said for Skin in the Game, but uh, I already didn't love the incentive structure, uh, and now you're outlining the very real and very substantial dilutive costs of those incentives. But it probably does give me some hesitation and we do need to see the whole picture before we make any judgments about whether QXO is deserving of a spot in our portfolio or watch list. So how about we shift gears and just get an idea of QXO's competitors and the competitive landscape that they operate in. Right. It's one thing to say that the TAM is big enough for them to meet their long term goals, and it's another question entirely as to whether the competitive dynamics of also lend themselves to that too.

Kyle Grieve: Yeah, agreed Sean. Luckily we can see from businesses like Top Build that there are some businesses with really high margins and then there's some businesses with lower margins such as Beacon, which is in the high single digits. Now another really good comp would be a company like Builders First Source. So I recently road tripped down to the Oregon coast with m my wife and son and on the way down I was just amazed by how many Builders First Source trucks I came across. My son had a blast just pointing them out to me as he's very heavy into the truck phase right now. Now, for those unfamiliar with Builders First Source, they are what I would consider a direct competitor of qxo. They basically manufacture and sell building materials, manufacture components and construction services to professional home builders, subcontractors, remodelers and consumers. But only in the U.S. now, the business has some similarities to NVR, which Sean and I recently discussed in that they both had incredibly elevated revenue margins and earnings back in 2022 and have had a lot of weakness, I guess you could say, ever since then. Now I think given that data, it's clear that right now it's probably a really good time for a business like QXO to scoop these businesses up while they have these depressed fundamentals. The important part about a business like Builders For Source is to look at the margin profile. So during the post Covid building boom, margins expanded all the way up to 19%, but as of now they have slowly receded all the way down to 8.2%. So the fact that QXO has adjusted EBITDA margins that are similar is a telling signal that they hopefully maybe expect, uh, to have some organic growth in the future once that demand returns. But the Builder's First Source case study also tells us that there's definitely some cyclicality in the industry. If you're exposed to new builds or renovations, which QXO is more focused on, there are cycles of when people are more or less likely to renovate, and if there are recession risks, people are going to just be a lot less likely to build or renovate. Which obviously creates a lull in businesses that are in the construction industry that I think we are seeing today. But you know, when you look at the remodeling industry, the stats seem to be quite a bit better than for new builds, with a steady rise all the way since the early 2010s.

Shawn O'Malley: Since we're on the topic of cyclicality, I think this is a good segue to discuss risks in some more detail. What kind of risks do you see in QXO both in terms of its industry and also in terms of their operations and business model?

Kyle Grieve: Yeah, so I think I've already harped on the industry here, as well as some of the risks associated with being exposed to the building and remodeling industry. But it's worth reiterating that even though the remodeling industry seems to carry less risk than new builds, there's always going to be some sort of risk if homeowners are just unwilling to invest into their own homes. Now, as for the other risk that I want to get into, there's kind of three different ones. The first one's execution risk, the second being key person risk, and then third being M and A. So execution risk is, in my view the largest risk for this business. Since QXO is trying to execute a pretty audacious vision for this 50 billion revenue target, this is just a lot of moving parts that must align for this vision to play out. QXO has only made two acquisitions that are currently being integrated, with the third more of a risk for Q4 of 2026 and then 2027. Now, uh, these integrations not only take time and energy, but as an investor, it can be really difficult to just estimate how long it's going to take for the integration and optimization process really take effect. If you judge QXO based on current numbers, I think it's quite clear that the business model is working, but it's still at a very, very early stage. Revenue, for instance, is scaling incredibly well due to the acquisitions. The last quarter has revenue of 1.7 billion versus 13.5 billion in the prior year's quarter. But since the business is focused on expanding margins, things get a little harder to understand. So adjusted EBITDA margins just inflected to being positive at just 0.1% versus negative 66.7%. But much of this is due to transformation, transaction and restructuring costs. Normally for a business that isn't acquisitive, I'm okay with these numbers being added back in as these can be perceived as a one off expense. But for qxo, which I think is going to continue to buy other businesses, I see these cash outlays as Ones that are going to probably persist as long as they're executing on their business model. Now, when you get into key man risk, Brad Jacobs is still quite sharp from the podcast that I've listened to him on. So Even though he's 69, I think he's still in very, very good shape and he clearly loves being involved in business. But if we played a thought experiment, removed Brad Jacobs from the equation, and replace him with someone else, let's say, tomorrow, well, then I think the outlook for QXO substantially changes, and not for the better. Jacobs brings expertise in M and A financing and integration that is very, very difficult to match. The simple fact that he's invested in this is what I would assume is a big reason that he was able to raise so much capital to fund qxo. And this is an advantage that, as I mentioned earlier, is just not easy to replicate.

Shawn O'Malley: I, uh, highlighted that key man risk as being one of my bigger concerns earlier. And near the end of the episode here, it seems that we both still see that as being one of the biggest operating risks for investors, and I guess we're in agreement there. Well, I think it's that time of the episode here to discuss the value of QXO and whether we want to add it to the intrinsic value portfolio that we manage every week on this show. Right. Every company we look at, we look at through the lens of whether we'd like to add them to this portfolio of 15 to 20 companies that we manage. So why don't you kick us off with thinking about the base case for QXO as we try to underwrite its intrinsic value?

Kyle Grieve: Yeah. So QXO is a very interesting opportunity. On the one hand, their goal of getting to $50 billion in revenue in a decade has to be one of the most aggressive growth assumptions that I've ever seen, seeing as their base was essentially zero. So just keep this in mind for all cases that my revenue growth number is quite a bit higher than most businesses that I've looked at, simply because I'm buying into the fact that by the terminal year, he's probably going to be somewhere around his halfway target of $25 billion. So in the base case, I'm assuming that the business continues to grow via acquisition and organically via synergies. This results in a 35 revenue growth. Now, even with this assumption, I'm still not giving them the $18 billion in revenue that they think that they can get post synergies, which I would assume is going to happen somewhere around 2027. But I assume that they reach the halfway mark somewhere in 2029. Now it would only take probably three to four more acquisitions over the next five years to meet my revenue growth targets. And given how quickly QXO has been doing deals, this seems quite likely to me to happen. The question is, will QXO get more Kodiak size deals or more Top Build size deals? My assumption for the base case is that they're able to reach 15 adjusted EBITDA margins through synergies. And even though with Top Build having margins of around 18, I think this is pretty reasonable. It just means that they may have to look at higher margin acquisitions. Or in the case that they're able to really expand the margins of businesses like Beacon and Kodiak, perhaps they can find more lower margin businesses that they can help optimize as part of the integration process. A few other assumptions are that the business continues to maintain significant leverage as they begin to have more stable cash flows. They may be able to secure more bank financing and rely a little less on equity financing for future deals. But I'm still assuming four times debt to adjusted EBITDA ratio In the base case. I also assume shares are going to be diluted probably by about two and a half times the current number. I then apply 15 times multiple and keep in mind the Top Build has at times flirted with 18 times and its average has been around 14 times. Now, given that QXO is likely to grow much faster than Top Build, I think this evaluation is decent. Now with a 20 margin safety, I'm getting about a 6% return with a share price of $28.

Shawn O'Malley: So let's move to the downside and look a little bit more into your Bear case scenario.

Kyle Grieve: Yeah, so I have to admit it felt very weird using a 20 revenue growth target for a bear case. But my assumptions here on revenue with that number is still that by 2030 the numbers a touch below what they believe the Top Build post synergy number is going to be that they posted. So I still think this is pretty bearish if they just can't even get to that number four years after the acquisition is complete. So I'm assuming here that the synergies just don't pan out anywhere near as good as they think. I'm also assuming that they failed to make many new acquisitions during this time span. This scenario assumes that they have difficulty finding many more deals as well as the M and A process. As someone who loves serial acquirers, I know that these can be very, very lumpy, which means Some years you have a lot of action and some years you have no action or very, very little action. We also have to consider that there's also other very, very deep pocketed companies out there that are going to be competing on M, M and A. So in this scenario I basically assume that they have a very, very large lull in their acquisition pace. Now the lack of synergies also is going to affect things like their adjusted EBITDA margins, which I assume continue to expand very 12%. I assume they take on even more debt in terms of their leverage ratio because they have their cash growing at a lower rate and their shares are going to be much cheaper, making it more expensive to fund new deals. So I apply about a five and a half times debt to adjusted EBITDA ratio. And lastly, I'm assuming that they're going to need to be a lot more aggressive in share dilution. You know, if they aren't growing as fast in order to reach their revenue goal, investors are going to be a lot less interested in holding shares at a high multiple and therefore future deals are probably going to be unfortunately even more dilutive to shareholders. So in this case I'm giving them an 11 times EV to adjusted EBITDA multiple and I get annual returns of negative 23% with the margin of safety and a share price of just $5.50. If debt gets this high and is sustained, there would be a lot of risk that QXO's assets would maybe need to be sold off with proceeds going to the debtors, which clearly impacts the terminal value for equity holders. Now I didn't assume this in this scenario, but I thought it's worth mentioning.

Shawn O'Malley: So the shares being this low in a bear case, there is a chance the owners of the preferred shares may wait to convert, which would at least help increase the value of the shares there on the margins with maybe a little bit less solution. But you know, the math gets complicated. It is a pretty bleak bear case that I think you have painted here. So maybe we can flip the switch and look at the bull scenario. What's this business worth if things go perfectly and they continue finding accretive acquisitions that offer great synergies?

Kyle Grieve: Yeah. So for the bull case, I assume that they track their 50 billion target by 2034. So by 2030 I think revenues are somewhere around $36 billion. This assumes that they're able to compound revenue at 40%, which is an incredibly high number. Now this revenue is going to be mostly carried by M, M and A and I'm Assuming the integration process works even better than expected. So I'm assigning a 16% adjusted EBITDA margin. With the acquisition of Top Build and the added expertise of how they're able to reach such lofty margins, it's not out of the realm of possibility that they can then apply certain best practices across all of QXO to help continue expanding their margins. I also assume everything goes nearly perfect on procurement advantages as well as technology and cross selling. Now, to get this revenue target, they probably need another five to eight acquisitions. Again, you know, it's kind of hard to estimate these things given that they're going to have a wide range of values on their acquisitions. Obviously with the actions they made so far, you got one being, you know, about $2 billion and one being about $17 billion. So, you know, again, hard to know. It could be a small number of really, really large ones, it could be a larger number of smaller ones. Either way, I assume the top Build acquisition works out perfectly and they're able to double revenue over the next four to five years. Keep in mind that as this business scales, they should get even better margin expansion from economies of scale and cross selling, especially if they're going into new adjacent markets. So for this scenario, I assume that their debt to adjusted EBITDA ratio decreases to three times. And this is because they simply have more cash flow and a more expensive share price, which allows them to get a lot more creative with financing future deals. I still assume the share count will increase, but less so than the bear and base case. So I assume they go up by about 2.2 times by the terminal year as a result of the exceptional revenue growth, the expanding margins and the deleveraging. I assume that they get a multiple somewhere around Top build high end of about 18 times EV to adjusted EBITDA. Now this offers a 21.6 return on a share price of a little over $55.

Shawn O'Malley: CoStar would be an interesting business to contrast QXO's margins against in a bull case. But overall, I do think I'm much more bullish on CoStar at the right price than QXO, even if there's some, um, value uncertainty around the spending that they're doing on ohms.com but CoStar has a really well proven business model for the most part, whereas QXO needs to prove itself to long term shareholders still. And so how about we go full circle and bring these numbers together. What do you think the company's intrinsic value is in a specific number and how attractive is it? At these praises.

Kyle Grieve: Yeah, so I mentioned earlier here that I am using a margin of safety number. I chose 20%. Now, as for the weighings of each case, the bear case is at 35%, the base case is 50% and the bull case at 15%. Now, with these numbers, I get a price target of about $21.35, which offers about a 5.1% return per annum. Now, my assumption here is that QXO bulls are going to think that my assumptions are just way off, and that's totally fine. But with my understanding of this business and my circle of competence, I'm very comfortable with these numbers. My suggestion for me would be to skip this business as an addition to the intrinsic value portfolio. And I have kind of two reasons for that. The first one are that just the synergies are hard to come by. I understand Jacob is a master at this, but I just, I kind of have to discount a little bit simply because the industry is just cyclical. That's just the way it is. And getting synergies that they think they can get is going to be a lot harder to achieve in reality. And even though I think it's possible they get them, I just don't really feel like I have the current data necessary to really get conviction of whether it's going to work out the way that they've outlined. The second is that just the business is really hard to evaluate in terms of capital allocation. You have to kind of put blind faith that Jacobs is doing the right thing. I got a chance to have a brief back and forth with a member of the TIP inner circle who's a shareholder. And he said that he was part of the XPO deal and he made about 10x on that. And as a result, he said he's also part of the QXO deal, but he actually got in a little while back and he got in around 10 or, uh, to $11. And he felt like even now he likes that price a lot more. So, interestingly, the 11 mark is right around the present value of QXO if we wanted to meet our 12% return threshold. But again, you know, even if this business got down there, I just don't have enough conviction in this name to make it a position in the intrinsic value portfolio.

Shawn O'Malley: You know, I'm glad we covered QXO because it competes in an industry that I think we probably need to do more homework on as we are surveying all the different available investment opportunities for our intrinsic value portfolio. And, you know, it's at least something I need to do to get more familiar with this industry. And it's always exciting to learn about a new CEO with an incredible compounding track record. And I'll mention, you know, we just went through a lot of numbers and it's probably a lot to process and so if you want to see the models and the numbers mapped out in a way and really learn the valuation process, you can sign up for our free newsletter. Every newsletter we do corresponds to the businesses that we cover on the podcast here and shows the valuation process and then links to a uh, free model that you can view so you'll find the link in the show notes or you can just go to the investors podcast.com to sign up for our free newsletter. But yeah, I see a moatless business long term here with QXO that's increasingly levering up on debt and targeting arbitrary goals around long term revenue, in my opinion that are not focused on shareholder value creation intrinsically. And the management comp structure reflects that to some extent too. So I am also not falling over myself to buy qxl. There's just way too much uncertainty and we could come back in two years and decide that some of the acquisitions have aged well while the margin profile has truly improved and the debt has remained manageable. And if that's the case, uh, especially if we get some moderation or decline in the stock price, that would be a really different conversation. But today though, I'm happy to sit on the sidelines to see how this one plays out as we keep sifting through other opportunities in the markets. And we've been talking for a while now though, and so I think it's time to close today's episode off and I'd like to leave you all with a quote. This one is from Brad Jacobs, the subject of much of our conversation today, and displays his process on M and A deals and how he times them. So he says, what I do is try to buy one or two big deals a year and some smaller deals to tuck in. And some of them were buying at the bottom, some were buying in the middle, some were buying towards the top. And sometimes you know it's the top and you're like okay, well better wait until this blows over because the valuations get nutty or the assumptions that people have are just unrealistic. But I don't try to just buy at the bottom of the cycle. That's not it. It's not our business strategy because sometimes you'll just miss so that's Brad Jacobs M and A Philosophy and to me, this indicates that Brad doesn't bother thinking too much about the macro and whether he should or should not be making deals based on factors outside of his control. And that probably helps to explain his successful track record. And that mentality is very much what you want to see in a good capital allocator, typically. So it will be interesting to see how the QXO story plays out and I really appreciate you pitching it, Kyle. And with that, we'll see you all again next time. Just a quick note before you go. This episode would not be possible if it weren't for our friends at Fiskel AI. It's our complete stock research terminal that Daniel and I use to on every single episode and with every company we dig into pooling 20 years worth of financials, digging into segment data, grabbing quotes from the latest earnings calls, and making use of real time institutional grade data all in one place. And if you want to try it yourself, well, head to fiscal AI TIVP. That'll include two weeks of, uh, fiscal pro for free and 15% off if you upgrade to a paid plan. That's Fiscal AI tivp. Thanks for listening.

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