We Study Billionaires - The Investor’s Podcast Network - TIP822: QXO (QXO): Can One of the World's Best Consolidators Strike Lightning Again? w/ Kyle Grieve & Shawn O'Malley

Episode Date: June 11, 2026

Kyle Grieve and Shawn O’Malley analyze QXO, the ambitious building-products distribution company led by serial industry consolidator Brad Jacobs, a man who has turned multiple boring industries into... extraordinary wealth-creation machines throughout his career. Tune in as they debate whether Brad Jacobs' unparalleled track record as a capital allocator is enough to justify investing in a business that is still very much a work in progress. IN THIS EPISODE YOU’LL LEARN: (00:00:00) Intro (00:02:03) How Brad Jacobs built multiple billion-dollar companies from scratch (00:05:49) The structure QXO used to go public fast (00:07:05) How Beacon Roofing was acquired despite a poison pill defence (00:11:26) What Kodiak added to QXO's geography and product mix (00:14:43) Why the TopBuild deal is a game-changer for margins (00:23:54) How QXO plans to unlock synergies across its portfolio (00:43:27) Why Jacobs' approach to dilution mirrors Henry Singleton's playbook (00:59:00) The thickness of QXO's competitive moat (01:08:51) The three biggest risks that could derail QXO's vision (01:11:57) What bull, base, and bear cases reveal about fair value (01:19:33) Intrinsic value of QXO (01:20:13) Portfolio decision Disclaimer: Slight discrepancies in the timestamps may occur due to podcast platform differences. BOOKS AND RESOURCES Join the exclusive ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠TIP Mastermind Community⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Track ⁠⁠⁠⁠⁠The Intrinsic Value Portfolio⁠⁠⁠⁠⁠. Brad Jacob’s first book, How to Make A Few Billion Dollars. Brad Jacob’s follow-up book, How to Make A Few More Billion Dollars. Listen to Brad Jacob’s interview with David Senra. Follow Kyle on ⁠⁠⁠⁠⁠⁠⁠⁠⁠X⁠⁠⁠⁠⁠⁠⁠⁠⁠ and ⁠⁠⁠⁠⁠⁠⁠⁠⁠Linkedin⁠⁠⁠⁠⁠⁠⁠⁠⁠. Follow Shawn on ⁠⁠⁠⁠⁠⁠X⁠⁠⁠⁠⁠⁠ and ⁠⁠⁠⁠⁠⁠Linkedin⁠⁠⁠⁠⁠⁠. Ad-free episodes on our ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠Premium Feed⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. NEW TO THE SHOW? Get smarter about valuing businesses through ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠The Intrinsic Value Newsletter⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Check out ⁠⁠⁠⁠⁠⁠⁠⁠⁠The Investor’s Podcast Starter Packs⁠⁠⁠⁠⁠⁠⁠⁠⁠. Follow our official social media accounts: ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠X⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠ | ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠LinkedIn⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠ | ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠Facebook⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Try our tool for picking stock winners and managing our portfolios: ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠TIP Finance⁠⁠⁠⁠⁠⁠⁠. Enjoy exclusive perks from our ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠favorite Apps and Services⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Learn how to better start, manage, and grow your business with the ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠best business podcasts⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. SPONSORS Support our free podcast by supporting our ⁠⁠⁠sponsors⁠⁠⁠: Plus500 Netsuite Vanta Shopify References to any third-party products, services, or advertisers do not constitute endorsements, and The Investor’s Podcast Network is not responsible for any claims made by them. Learn more about your ad choices. Visit megaphone.fm/adchoices Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm

Transcript
Discussion (0)
Starting point is 00:00:00 You're listening to TIP. He's done it multiple times before. United Way Systems, a 55% kegger bet. XPO, a 50 beggar. Building multiple billion dollar business has been nearly automatic for Brad Jacobs. And now he has his site 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.
Starting point is 00:00:24 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. 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 small arrivals who just lack the volume to match QXO. Well, we'll dive more into that as well as how QXO is financing this flurry of deals
Starting point is 00:01:08 and what it would take for QXO to reach its goal of $50 billion in revenue with 15% EBIT margins. Since 2014, with more than 200 million downloads, we have interviewed the world's best investors, studied deeply the principles of value investing, and uncovered many compelling investment opportunities. We focus on understanding businesses and intrinsic value, investing accordingly, and sharing everything we learn with you. 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. Now for your
Starting point is 00:01:52 hosts, Sean O'Malley and Kyle Greve. 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, deceive Huffman at Reddit, or even Sundar Pachai of Alphabet. We have some executives who are masters at 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.
Starting point is 00:02:40 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.
Starting point is 00:02:59 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, Jacobs then 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. And the result of that was XPO, which was a 50-bagger between 2011 and 2024. Jacob scaled the revenue in that business
Starting point is 00:03:37 from $175 million to $15 billion in only four years' time. Now, those are just two examples, but that doesn't even uncover all of them, as Jacobs has led seven different billion dollar companies before starting QXO, the business that we'll be diving into today. I've certainly studied my first 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 to billions and say, 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
Starting point is 00:04:14 shareholder value to an extent that few others could rival, even when they were sometimes operating in challenging and competitive industries. And so the debate with great founders is 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, it looked 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
Starting point is 00:04:52 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, you know, with no money.
Starting point is 00:05:20 And they could probably still become a billionaire before they died. And, you know, like I said, there are very few people like that, but that does seem to be the case with Brad Jacobs. 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 complementary 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. Yeah, and to build a $50 billion market cap company in a few years, I mean, it's pretty
Starting point is 00:05:57 ambitious, little unbuilding a company with 50 billion in revenue. And I mean, it's almost unbelievable. But obviously, this is a pretty young company given that it started in 2024. 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 completed 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
Starting point is 00:06:35 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. While QXO wasn't a traditional SPAC. It was SPAC-like. So once QXO acquired Silver Sun, it appointed Brad Jacobs as a CEO that injected about $5 billion of liquidity from cash raised by other investors. And then it was off to the races. 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
Starting point is 00:07:20 sort of SPAC vehicle for raising capital. Because there were just a lot of companies that were brought publicly that what, you know, I had really no business doing so. And, you know, going back to QXO, one crazy chart I saw while researching the company was the revenue gain since 24, 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. 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
Starting point is 00:08:04 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 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 U.S. Now, in the press release,
Starting point is 00:08:44 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's share stock was acquired by a person or a group, such as QXO, shareholders would then be able to purchase a
Starting point is 00:09:22 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 QXO'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.
Starting point is 00:09:50 Now, this run rate number was negatively impacted by macroeconomic headwind. 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.
Starting point is 00:10:27 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, you know, shingles, whether that's concrete or clay, metal roofing, slate, natural roofing, tiles, tiles, wood roofing, and then all sorts of roofing supplies. Now, in commercial, they're selling roofing products, supplies and insertion. for non-residential purposes. Then in the complementary products, you got things like decking, membranes, calking, and adhesives. Now, the business served 110,000 customers across 600 branches
Starting point is 00:11:00 across 50 states and 7 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. You know, it's never a great sign when a company has to invoke a poison pill to try and block an acquisition and then the acquisition still goes through anyways. But yeah, I mean, you know,
Starting point is 00:11:38 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 defy 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 and more detail. So take us through their second acquisition in Kodiak building partners. That's right, Sean.
Starting point is 00:12:09 And to your point about the SPACs, I completely agree. I mean, even though it wasn't a traditional SPAC, 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 with a very, very good track record. And the businesses he's buying are simply, you know, 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.
Starting point is 00:12:36 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 U.S. distributor with a focus on structural and exterior building products, traditional lumbers, doors and windows, manufacture 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.
Starting point is 00:13:16 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 Sunbelt. So they have about 15,000 employees. Now, interestingly, 40% of Kodiak's revenue comes from only two states. States, which is Florida and Texas, which are two of the fastest growing states in the U.S.,
Starting point is 00:13:41 which obviously provides a very nice tailwind and improved synergies for QXO. 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
Starting point is 00:14:17 has been to optimize EBITDA margins in a few different ways. So the first one is just the consolidation of procurement across all three of their platforms. Second, it's a 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 to deploy a better tech stack. So this tech stack will help with things such as inventory management, planning, e-commerce, and road optimization. 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 are trying to take a decentralized approach that leaves companies' independence intact as much as possible.
Starting point is 00:14:58 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, no, you don't need two HR systems or two IT systems anymore. And there's these different things, these redundancies that can be removed. But, you know, a lot of very poor acquisitions in the past have been justified based on this idea of synergies. And so, you know, this doesn't necessarily mean that the serial acquire model or QXO's approach, you know, one is better than the other. But it definitely does raise
Starting point is 00:15:36 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, you know, on that note, let's dig into the latest acquisition they've done, which is with a company named Top Build. 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%
Starting point is 00:16:18 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 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 TopBuild 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 EBITDA 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,
Starting point is 00:17:02 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 and markets, but it's also a highly successful acquireer 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 and waterproofing, number two in flooring, and top two in lumber and building materials in specific geographies. Now, the other bonus of this is that there's obviously an acquisition team that's already
Starting point is 00:17:39 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&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 Kodiak were. You know, one thing I'm weary of is setting this big goal.
Starting point is 00:18:18 with a 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. And so with enough stock issuance and debt, 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
Starting point is 00:18:48 with 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 in M&A, obviously, and with, you know, perhaps an emphasis on the M&A part at the moment. And, you know, does that sound directionally correct to you? 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 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
Starting point is 00:19:28 enhance their business by using Brad's highly successful framework for just rolling up industries. You know, 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 QXO'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,
Starting point is 00:20:06 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, you know, 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.
Starting point is 00:20:43 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, you know, if they're consolidated, there's a lot of potential for synergies between them. They can also move outside of the roofing product industry and look at building products and distributors, which increases their TAM to 800 billion across North America and potentially in Europe.
Starting point is 00:21:05 Generally speaking, these do sound like very difficult areas to compete in, where there aren't as obvious ways to build strong modes that won't be eroded away by competition. But we did cover NVR recently. And what I liked about that business, at 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. And otherwise, I can't say I've had a ton of experience.
Starting point is 00:21:40 working in or investing in this space besides maybe looking at comfort systems, which he covered a long time ago. You know, it's a specialty contractor focused on HVAC services, actually. And, you know, 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, I guess I can see how a business in a highly competitive space can earn outsized returns for a period of time if it has a really specialized focus that catches some kind of macro tailwind. But that doesn't guarantee that competition will be kept away longer term.
Starting point is 00:22:25 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. So as far of personal experience, when I was in my early 20s, I actually worked very briefly as a roofer in 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 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
Starting point is 00:23:04 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 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 tab. 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, 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
Starting point is 00:23:42 prices, then that would be a major benefit, specifically if they're able to offer an even wider a 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. Let's take a quick break and hear from today's sponsors. Curious about online trading, but haven't taken the first step yet. You're not alone. And plus 500 futures is a great place to start. The futures markets are moving fast and with plus 500, you can explore popular assets like oil, gold, S&P 500, Bitcoin, and more. From crypto to commodities, there's always something happening. The platform is super easy to use, so you can trade on the go right from your phone.
Starting point is 00:24:24 You can get started with just $100 and jump into the action. See something interesting? Once your account is open, you can trade it in just a couple of clicks. And if you're not quite ready yet, you can practice with a free demo account. No risk, no pressure. With 20 years of experience, Plus 500 makes trading more accessible than ever. Check it out at Plus500.com. Trading and futures involves risks of loss and is not suitable for everyone. Not all applicants will qualify. Plus 500. It's trading with a plus. Every business is asking the same question. How do we make AI work for us? Sitting on the sidelines is of course not an option. and your competitors are already making their move.
Starting point is 00:25:03 But with NetSuite by Oracle, you can put AI to work today. NetSuite is the number one AI cloud ERP trusted by over 43,000 businesses. It unifies your financials, inventory, commerce, HR, and CRM into a single source of truth. And that connected data is what makes the AI smarter. It doesn't guess, it knows. Automating routine tasks, surfacing actionable insights,
Starting point is 00:25:25 and helping you cut costs and make fast, confident decisions. From software and IT services to healthcare, equipment manufacturing, financial services, and many other great American industries, NetSuite delivers a customized solution for your business. This is not a bolted-on tool. It's AI built into the system that runs your business. And if I had needed this product, it is exactly what I'd use. If your revenues are at least in the seven figures, get their free business guide, demystifying AI at NetSuite.com slash TIP.
Starting point is 00:25:54 The guide is free to you at netsuite.com slash TIP. That's net suite.com slash tip. What's the one thing in business that's spreading as fast as AI? AI risk. Every new tool your team signs up for every vendor that turns on AI features, every new integration. Each one is a chance for something to go wrong.
Starting point is 00:26:15 And most security programs just weren't built for AI's pace of growth. Enter Vanta. Vanta is the number one agintic trust platform used by over 16,000 fast-moving companies like Ramp Cursor and Harvey to stay audit ready. And now Vanta is helping companies like yours, watch for the risks that show up between audits across your vendors, your AI tools, and your whole environment. How?
Starting point is 00:26:41 The Vantta agent works like a 24-7 GRC engineer in the background, finding issues, drafting fixes for you in cutting vendor assessment time by up to 50%. Whether you're a fast-growing startup or a global enterprise, Vanta is here to help you automate your security and compliance and earn and prove trust. Get started today at vanta.com slash TIP. That's V-A-N-T-A dot com slash T-I-P. All right, back to the show. So I've expressed some doubts around what kind of moat of business like QXO can truly have,
Starting point is 00:27:18 but I do want to hear your take. Are there some competitive advantages that you think can give them special positions? 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, you know, 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
Starting point is 00:27:55 moat named cornered resources, I think you're probably going to get the closest answer. So a cornered resource can be thought of as a form of IP. Traditionally, investors assume that IP is something like, you know, 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, you know, just be a person. If Brad Jacobs was working inside of, you know, 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 cornered resource. The other small businesses inside the roofing products industries aren't Brad Jacobs. They haven't consolidated
Starting point is 00:28:34 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. And 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 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 we're mentioning is scale. So I briefly covered this, but if
Starting point is 00:29:14 QXO finalizes the top build acquisition and are then doing $18 billion in sales, they're going to be spending billions of dollars on costs 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.
Starting point is 00:29:55 What you're describing reminds me a lot of this concept of sidecar investing, where the idea is, you know, 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 Jacobs is a pretty good bet to hitch your wagon to, but 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.
Starting point is 00:30:45 even if people like Bezos still come to mind, despite the fact that he doesn't have the same role in the company that he wants it. So, you know, 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. 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, I maybe continue to layer on 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 continues to do well. I mean, XPO is still around, waste management, which eventually got sold, got folded into a business that's still around. So, you know, You know, it's not like these businesses are just crumbling after he leaves. So right now, obviously, QXO is his primary focus.
Starting point is 00:31:49 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, you know, 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, you know, they're already about a third of the way there. So in five years, $25 billion seems quite doable. And, you know, considering the fact that once the top build acquisition closes, they're going to be doing $18 billion in revenue. Now, he could probably get to $25 billion with just one more similarly sized deal or, you know, a deal that's the size of Kodiak.
Starting point is 00:32:26 Or, you know, perhaps he just focuses more and more on some of the smaller deals. It just all depends on M&A execution. And obviously there's going to be a huge amount of deals on the pipeline. And depending on the size of those, he might need to make more deals. He might need to make fewer deals. But, you know, simply put, I think just the whole. M&A framework is just something that Brad is very, very good as he's made over 500 MNA transactions over his entire career.
Starting point is 00:32:52 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 maybe hopefully for them shorter in nature, but you never 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
Starting point is 00:33:19 to handle some of the cyclicality of the industry. And unlike NVR, which is a business that, you know, 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. The 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, you know, 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
Starting point is 00:33:52 debt situation to see how they're financing all of this. And what does that look like now? And where do you foresee this going in the future as they continue to heavily lean on M&A to reach that $50 billion revenue target? 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, you know, 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.
Starting point is 00:34:36 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 semi-annual, 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 service.
Starting point is 00:35:10 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, you know, 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 cap X, which is pretty hard to estimate given the additional capex requirement as they continue to scale. Capx for the last quarter was 22.5 million, but it's hard to tell how much of this was maintenance versus growth capex. all that debt and the interest on it obviously puts pressure on profit margins unless they can use that debt to grow rapidly where they may be able to then achieve some operating leverage.
Starting point is 00:35:48 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, you know, it doesn't cost them very much for somebody to create a profile there. So margins can inflect dramatically as the business grows, as a number of users of Reddit explodes, without them needing any debt at all to facilitate that. And so, you know,
Starting point is 00:36:31 this is another way to think about operating leverage and one that is, well, literally more leveraged. But another important question here is, you know, 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. Yeah, that's a completely valid point there, Sean. You know, the $17 billion price take on Top Build is going to be partially funded in QXO shares,
Starting point is 00:37:11 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 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.
Starting point is 00:37:37 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 two thirds 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 bill is completed. That is no joke. We're talking about a really highly levered business here. And it just has to be thinking of Buffett's first rule of investing, right?
Starting point is 00:38:09 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 over 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 know, 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 compounding. 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. That's not the case here, though. So, you know,
Starting point is 00:38:47 not that I would want too short QXO, 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. 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 an average of a five-year time horizon or hopefully longer, you might raise that threshold, that hurdle rate to 15 to 20%, reflecting that you need more compensation for taking greater risk. And when you buy high-quality software compounders with no,
Starting point is 00:39:27 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 is being used here. Yeah, that's exactly right, Sean.
Starting point is 00:40:14 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, you know, 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 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 de-leveraging? Or will they make a new goal? Maybe it's $75 billion,
Starting point is 00:40:53 in revenue or $100 billion in revenue. It's pretty hard to say it right now. But another note to focus on is that QXO has already dilated 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, 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 accountable in any way like
Starting point is 00:41:29 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,
Starting point is 00:42:05 which meant that even though he was diluting shareholders, he was clearly creating a ton of shareholder value. That's a great point because as much as it's tempting to use heuristics, we can't simply say that in expanding or contracting share count is objectively good or bad, right? 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.
Starting point is 00:42:46 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? 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
Starting point is 00:43:29 vehicle in QXO can continue to deliver shareholder value. So if we look just purely at QXO, you know, 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 Jacob 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
Starting point is 00:44:09 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, you know, 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 $136 billion in the company. And with NOPAT post synergies of about $333 million,
Starting point is 00:44:47 we get our RIC 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 ROC number to continue to go up. So, you know, this number is definitely going to be 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. 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
Starting point is 00:45:26 opportunities does the business have going forward? That's going to drive those ROIC numbers over time. 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.
Starting point is 00:45:49 You know, with TopBuild, they specifically said that the business has a good mixture of organic and inorganic growth opportunities. So we will see how good QXO is at optimizing margins and we'll also see where he thinks reinvestment is going to have the best returns in the near future. What about some of the deals like QXO has passed up on, right? That's a great way to view Jacobs capital allocation skills as well as the discipline in only getting deals that make the most sense for QXO shareholders. Yeah, I think that's a great point there, Sean.
Starting point is 00:46:18 So one business that QXO went for was gypsom 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 100 additional locations for tool sales, rentals, and services for residents. 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 Depot. Now, another bid that Jacobs made was for a France-based business called Rexell
Starting point is 00:46:56 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 you look like. So Rexell currently has financial targets of revenue growth of 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, Rexel has done a pretty good job since the bid was made, increasing EBITDA by nearly 43% and EBITDA margins by 43%. This has caused a share price to rise by 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
Starting point is 00:47:42 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 He stuck around as chairman for a few years after, and XBO supported margins above 14% by the time that he vacated this chairman's spot at the end of 2025. So, you know, I think this paints a pretty good picture that Jacobs has a good history here of increasing margins and industries that just don't really seem to have that much innovation
Starting point is 00:48:22 embedded inside of them. And he's also shown discipline as a capital allocator and M&A for QXO shareholders. It doesn't look like he's interested in, you know, 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. Let's take a quick break and hear from today's sponsors. Curious about online trading, but haven't taken the first step yet. You're not alone. And plus 500 futures is a great place to start. The futures markets are moving fast. And with plus 500,
Starting point is 00:48:53 you can explore popular assets like oil, gold, S&P 500, Bitcoin, and more. From crypto to commodities, there's always something happening. The platform is super easy to use so you can trade on the go right from your phone. You can get started with just $100 and jump into the action. See something interesting? Once your account is open, you can trade it in just a couple of clicks. And if you're not quite ready yet, you can practice with a free demo account. No risk, no pressure.
Starting point is 00:49:21 With 20 years of experience, plus 500 makes trading more accessible than ever. Check it out at plus 500.com. Trading and futures involves risks of loss and is not suitable for everyone. Not all applicants will qualify. Plus 500. It's trading with a plus. Every business is asking the same question. How do we make AI work for us?
Starting point is 00:49:42 Sitting on the sidelines is, of course, not an option. Your competitors are already making their move. But with NetSuite by Oracle, you can put AI to work today. NetSuite is the number one AI cloud ERP, trusted by over 43,000 businesses. It unifies your financials, inventory, commerce, HR, and CRM into a single source of truth. And that connected data is what makes the,
Starting point is 00:50:02 AI smarter. It doesn't guess. It knows. Automating routine tasks, surfacing actionable insights, and helping you cut costs and make fast, confident decisions. From software and IT services to healthcare, equipment manufacturing, financial services, and many other great American industries, NetSuite delivers a customized solution for your business. This is not a bolted-on tool. It's AI built into the system that runs your business. And if I had needed this product, it is exactly what I'd use. If your revenues are at least in the seven figures, get their free business. guide, demystifying AI at netsuite.com slash TIP. The guide is free to you at net suite.com slash TIP.
Starting point is 00:50:40 That's net suite.com slash TIP. Before I join the investors podcast, every what if you can imagine was running through my head. What if I'm not the right fit for this audience? What if I freeze up on camera? What if I can't keep up with the level of analysis people here expect? Well, betting on myself anyways turned out to be one of the best decisions I've ever made. And I'll tell you, those early days would have been a lot less stressful. with a partner in my corner the way Shopify is for the businesses that work with them.
Starting point is 00:51:08 Shopify is the e-commerce platform behind millions of businesses around the world and 10% of all e-commerce in the U.S. from household names like Allbirds and Jim Shark to brands just getting off the ground. You get started with their design studio, hundreds of ready-to-use templates that help you build a beautiful online store that actually matches your brand with no design background required. It's also packed with AI tools that handle the work you didn't realize you'd have to do writing product descriptions, headlines, even enhancing your product photography. And what if you get stuck? Well, Shopify is around 24-7 with award-winning customer support to walk you through it. It's time to turn those what-ifs into with Shopify today.
Starting point is 00:51:51 Sign up for your $1 per month trial at Shopify.com slash TIP. Go to Shopify.com slash t-yp. That's Shopify.com slash TIP. All right, back to the show. 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 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 know, 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
Starting point is 00:52:48 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. 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-s synergies, revenue, and margin.
Starting point is 00:53:15 Then you can examine how long it will take, 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.
Starting point is 00:53:36 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.
Starting point is 00:54:03 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 synergy.
Starting point is 00:54:29 are realized. Well, for them to model QXO doing twice as much revenue, but generate roughly the same adjusted EBITA 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 QXO. 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
Starting point is 00:55:10 going forward? 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. 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.
Starting point is 00:55:34 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 and 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,
Starting point is 00:56:09 which tends to be earlier in the real estate buildout 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 Salesforce to procure for a larger area of a customer's entire project, rather than dividing this process into separate parts, where a company, you know, 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
Starting point is 00:56:40 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, you know, 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&A.
Starting point is 00:57:10 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 could just basically acquire them through M&A, which allows them to scale much faster than any business attempting to do so organically could do. In terms of hidden monopolies, were there any other advantages that you were able to
Starting point is 00:57:50 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? Yeah, so I ran this thought experiment, but the MOTS 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, you know, 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 have them with a Mote score index of about seven, which is very, very low.
Starting point is 00:58:22 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
Starting point is 00:58:59 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. Let's transition this conversation over to look a little more closely at management. And you've already spoken at length about Brad's previous accomplishments. I think it's obvious that he's a very skilled creator of shareholder value. So let's go over how management is compensated and what their incentives are. 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 in the short term.
Starting point is 00:59:40 This might include making a deal just to, you know, 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
Starting point is 01:00:13 to 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.
Starting point is 01:00:43 Are they coming from what Sean 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're 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.
Starting point is 01:01:06 So QXO must stay above the 55th percentile to unlock 100 percent of their reward. 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 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.
Starting point is 01:01:37 It did reach 95.4% of the revenue target, but the compensation committee did. 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. Yeah, I mean, it is good to see that they're, you know, 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 percent. centile and total shareholder returns relative to the S&P, which wouldn't lock 100% of their bonus.
Starting point is 01:02:17 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 then 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 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 EBITs short-term, I'm sure they have a good argument for it.
Starting point is 01:02:52 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. 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
Starting point is 01:03:33 ownership. Now, there's definitely a few other things to consider here. The first is the convertible preferred shares. So Jacobs, through control of Jacobs' 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 Jacobs net worth around $15.7 billion. So according to that, he put in somewhere around high single digits percentage wise of
Starting point is 01:04:02 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. 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 $4.56, 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
Starting point is 01:04:37 convertible preferred, 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. There's something to be said for skin in the game, but I already didn't love the incentive structure. And now you're outlining the very real and very substantial dilutive costs of those incentives. And so 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
Starting point is 01:05:14 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 also lend themselves to that too. Yeah, agreed Sean. Luckily, we can see from businesses like Top Build that there are some businesses with
Starting point is 01:05:41 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 trip down to the Oregon Coast with 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,
Starting point is 01:06:13 and construction services to professional home builders, subcontractors, remodels 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%.
Starting point is 01:06:49 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 to have some organic growth in the future once that demand returns. But the Builders' 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.
Starting point is 01:07:18 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. So 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?
Starting point is 01:07:48 of its industry and also in terms of their operations and business model. 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 risks that I want to get into, there's three different ones. The first one's execution risk, the second being key person risk, and then third being
Starting point is 01:08:18 M&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, you know, 27. Now 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 to really, 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
Starting point is 01:09:01 well due to the acquisitions. The last quarter has revenue of $1.7 billion versus $13.5 million 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,
Starting point is 01:09:28 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 Keyman 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
Starting point is 01:09:54 experiment, removed Brad Jacobs from the equation and replaced him with someone else, let's say tomorrow, then I think the outlook for QXO substantially changes and not for the better. Jacobs brings expertise in M&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. I 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
Starting point is 01:10:35 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? 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 of 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
Starting point is 01:11:17 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.
Starting point is 01:11:47 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-sized 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 TopBuild 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
Starting point is 01:12:22 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
Starting point is 01:12:54 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 of safety, I'm getting about a 6% return. with a share price of $28. So let's move to the downside and look a little bit more into your bear case scenario. Yeah, so I have to admit, it felt very weird using a 20% revenue growth target for a bear case. But my assumption share on revenue with that number is still that by 2030, the numbers that touch below what they believe the top build post energy number is going to be that they posted.
Starting point is 01:13:31 So, you know, 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 fail to make many new acquisitions during this time span. This scenario assumes that they have difficulty finding many more deals as well. The MNA process, you know, as someone who loves serial acquires, 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&A.
Starting point is 01:14:09 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, very moderately to about 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
Starting point is 01:14:44 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. sense. 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
Starting point is 01:15:15 it's worth mentioning. 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 accrued acquisitions that offer great synergies. 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
Starting point is 01:16:00 high number. Now, this revenue is going to be mostly carried by M&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 a lot of the 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
Starting point is 01:16:39 values on their acquisitions. Obviously, with the actions they made so far, you got one being, you know, about $2 billion and one being well, 17 billion dollars. So, you know, again, it's 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, you know, 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
Starting point is 01:17:11 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 bare 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 de-leveraging, I assume that they get a multiple somewhere around top-billed 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. Kostar would be an interesting business to contrast QXO's margins against in a bullcase, but overall, I do think I'm much more bullish on Kostar at the right price than QXO, even if there's
Starting point is 01:17:55 some value uncertainty around the spending that they're doing on Homes.com, but Kostar 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? 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 Jacobs is a master at this, but I just, I kind of have to discount
Starting point is 01:19:04 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 know, you have to kind of put blind faith that Jacobs is just 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
Starting point is 01:19:36 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 to $11 and he felt like even now, he likes that price a lot more than it is right now. So interestingly, the $11 mark is right around the present value of QXO if we wanted to meet our 12% return threshold. But again, 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. I'm glad we covered QXO because
Starting point is 01:20:10 it competes in an industry that I think we probably need to do more homework on as we're surveying all the different available investment opportunities for our intrinsic value portfolio. And 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
Starting point is 01:20:51 cover on the podcast here and shows the valuation process and then links to a free model that you can view. So you'll find the link in the show notes or you can just go to the investorspodcast.com to sign up for our free newsletter. But yeah, I see a moteless 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 QX. There's just way too much uncertainty.
Starting point is 01:21:30 And we could come back in two years and decide that some of the acquisitions have aged well. The margin profile has truly improved. And the debt has remained manageable. And if that's the case, 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. I'd like to leave you all with a quote. This one is from Brad Jacobs, the
Starting point is 01:22:06 subject of much of our conversation today and displays his process on M&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.
Starting point is 01:22:38 That's not it. It's not our business strategy because sometimes you'll just. just miss. So that's Brad Jacobs' M&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.
Starting point is 01:23:15 Thanks for listening to TIP. Follow the Investors podcast on your favorite podcast app and visit the Investorspodcast.com for show notes and educational resources. This podcast is for informational and entertainment purposes only and does not provide financial, investment, tax or legal advice. The content is impersonal and does not consider your objectives, financial situation or needs. Investing involves risk, including possible loss of principle and past performance is not a guarantee of future results.
Starting point is 01:23:40 Listeners should do their own research and consult a qualified professional before making any financial decisions. Nothing on this show is a recommendation or solicitation to buy or sell any security or other financial product. Hosts, guests, and the Investor's Podcast Network may hold positions in securities discussed and may change those positions at any time without notice. References to any third-party products, services or advertisers do not constitute endorsements, and the Investors Podcast Network is not responsible for any claims made by them. Copyright by the Investors Podcast Network. All rights reserved. You know,

There aren't comments yet for this episode. Click on any sentence in the transcript to leave a comment.