Ferguson Enterprises Inc. (FERG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Elliot, and I will be your conference operator today. At this time, I would like to welcome you to Ferguson's second quarter results for the period ended June 30, 2026 conference call. [Operator Instructions] I would now like to turn the call over to Pete Kennedy, Ferguson's Vice President of Investor Relations and Sustainability. You may begin your conference call.

Good morning, everyone, and welcome to Ferguson's quarterly earnings conference call and webcast. Hopefully, you've had a chance to review the earnings announcement we issued this morning. The announcement is available in the Investors section of our corporate website and on our SEC filings web page. A recording of this call will be made available later today. I want to remind everyone that some of our statements today may be forward-looking and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, including the various risks and uncertainties discussed in our Form 10-K available on the SEC's website. . Also, any forward-looking statements represent the company's expectations only as of today, and we disclaim any obligation to update these statements. In addition, on today's call, we will also discuss certain non-GAAP financial measures. Therefore, all references to operating profit, operating margin diluted earnings per share, effective tax rates and earnings before interest, taxes, depreciation and amortization reflects certain non-GAAP adjustments. Please refer to our earnings presentation and announcements on our website for additional information regarding those non-GAAP measures, including reconciliations to their most directly comparable GAAP financial measures. With me on the call today are Kevin Murphy, our CEO; and Bill Brundage, our CFO. I will now turn the call over to Kevin.

Thank you, Pete, and welcome, everyone, to Ferguson's second quarter results conference call. Today, I'll cover our quarterly performance highlights, our results by end market and by customer group and discuss our recent announcement to acquire FlowWorks. Bill will then review our financials and our updated guidance before I wrap up with a few final comments. We'll then have time to take your questions at the end. Our associates continue to execute for our customers in the second quarter, delivering market outperformance with both revenue and profit growth. . Sales of $8.8 billion increased 4.6% over prior year, principally driven by organic growth of 3.8% and acquisition growth of 1%. We're pleased with our volume growth amid what continues to be a mixed market. Gross margin was strong at 31%, down just 20 basis points against a tough comparison. We continue to drive productivity by balancing disciplined cost management with investments for future growth. Operating profit increased 2.9% to $932 million, driving a 5.3% increase in diluted earnings per share to $3.39. We remain focused on executing our capital priorities. We've now announced 8 acquisitions year-to-date, this includes 5 acquisitions that closed in the second quarter, investing nearly $600 million. And post quarter end, we signed a definitive agreement to acquire FloWorks, a leading distributor of highly technical valves and flow control solutions. We also returned $375 million to shareholders through dividends and share repurchases, and our balance sheet remains strong with net debt to EBITDA of 1.3x. While the economic environment remains uncertain, our performance year-to-date enables the upward revision of our full year guidance, which Bill will cover in more detail later on. Turning to our performance by end market in the United States. We delivered another strong quarter of nonresidential performance with 8% growth on top of a 13% prior year comparable. Our associates drove meaningful share gains by leveraging our scale multi-customer group approach and value-added capabilities. Continued strong activity in large capital projects offset softer activity in traditional nonresidential work. We also returned to growth in the residential market, up 2% in the quarter despite persistent headwinds across both new construction and repair, maintenance and improvement work. Our intentional balanced business mix continues to provide durable growth opportunities and resilience through market cycles. Moving next to the second quarter revenue performance across our customer groups in the United States. Waterworks revenue grew 3% against a 15% prior year comparable. Our diversified exposure across large capital projects, public works, municipal activity and metering technology helped offset weaker residential activity. We continue to execute our Waterworks diversification strategy with the acquisition of Hamlet Environmental Technologies, further expanding our capabilities in water and wastewater treatment. Commercial mechanical grew 15% on a 20% prior year comparable. This momentum was driven by the strong execution of our teams on large capital projects such as data centers, pharmaceutical production, biotechnology and general manufacturing. Our scale, breadth of products diversified supply chain, value-added capabilities and our relationship with project stakeholders, including owners, engineers, general contractors and our specialized customers continued to drive market outperformance. Similarly, our industrial customer group performed very well with 18% growth on top of a 6% prior year comparable. We continue to see steady demand across key sectors that balance our industrial business, including life sciences, pharma and chemical and power generation infrastructure that's critical for supporting large capital projects. Moving to our facility supply group. Revenue increased 5%, while Fire and Fabrication declined 13%. In our residential customer groups, Ferguson Home declined 1% and residential trade plumbing was relatively flat. Growth accelerated in our HVAC customer group with revenue up 11% in the quarter this was driven principally by healthy organic performance alongside contributions from M&A. Our ability to outperform the market is driven by our HVAC growth strategy that includes investment in dual trade greenfield expansion and acquisitions. The scale and breadth of our business across these customer groups positions us well to capitalize on the long-term tailwinds in our end markets. Now let me share more about our recent announcement to acquire FloWorks, a leading industrial distributor and service provider of highly technical valves and flow control solutions. Founded in 1961 in Houston, Texas, Flow works has more than 65 years of history as a leading flow control distributor with approximately $1 billion in revenue in 2025 and more than 60 locations, including 25 service and repair centers across the United States and Canada. The acquisition will expand our specialty industrial flow control platform, adding technical depth, including valves, automation, pumps, fluid handling systems and specialty pipe, fittings and flanges. We also expect the acquisition to enhance our growth strategy with expanded end market and product exposure while adding significant recurring MRO-driven revenue. We're excited to welcome the more than 1,000 talented Flow Works associates to Ferguson. Their capabilities, geographic footprint and portfolio of 15 brands will complement our offering, providing customers even more choice in their product and service selections. In addition, their culture embodies our philosophy with a focus on associate development, exceptional customer service and operational excellence. As 1 of our largest acquisition announcements to date, we expect to increase our total addressable market from $340 billion to $400 billion. Flow works will strengthen our business as we add additional exposure to key growth areas with secular tailwinds, including large capital projects and water infrastructure. ForEx will also support the balanced business mix in our industrial customer group, and allow us to further engage with high-growth end markets like data centers, semiconductors, biotechnology and pharma, power generation, food and beverage and general manufacturing. While creating powerful cross-sell opportunities across our nonresidential customer groups. We believe FloWorks will enhance our ability to drive market outperformance by playing an even larger part in the build-out happening across North America. Now let me turn it over to Bill, who will cover some of the financial aspects of the Flow Works acquisition as well as provide more detail regarding our financial performance and updated guidance.

Thank you, Kevin, and good morning, everyone. We expect to complete the FloWorks acquisition in our third quarter and believe this transaction creates compelling value for our shareholders. The cash transaction values Flow works at an enterprise value of approximately $1.6 billion and we expect the deal to be immediately accretive to adjusted earnings per share. The total consideration represents an acquisition multiple of approximately 10x EBITDA and including expected synergies of approximately $45 million. We expect to drive revenue synergies across industrial, commercial mechanical and our waterworks customer groups as well as achieving certain cost synergies from network optimization, logistics and technology. We expect our net debt-to-EBITDA leverage to increase from 1.3x at the end of the second quarter to approximately 1.8x upon closing the acquisition, keeping us within our stated leverage target of 1 to 2x. We're looking forward to a successful closing that further enhances our business. Now let me highlight the financial performance of the business as well as our updated guidance. During the second quarter, net sales of $8.8 billion were 4.6% ahead of last year, driven by organic revenue growth of 3.8% and acquisition growth of 1%, partially offset by 0.2% from a divestment in Canada. During the quarter, we returned to volume growth as we saw the pace of inflation edge down to low single digits. Our gross margin was strong at 31%. This was 20 basis points down year-over-year, which was expected due to the timing and extent of supplier price increases in the prior period. We continue to drive productivity with 10 basis points of operating leverage while investing for future growth. As a result, operating profit grew 2.9% to $932 million, delivering a 10.7% operating margin, which was 10 basis points below the prior year. Diluted earnings per share of $3.39 was 5.3% above last year, driven by operating profit growth and the impact of share repurchases. And our balance sheet remains strong at 1.3x net debt to EBITDA. Moving to our segment results. Net sales in the U.S. grew 5% with an organic increase of 4% and a 1% contribution from acquisitions. Operating profit of $925 million was 2.9% or $26 million above the prior year, delivering an operating margin of 11.1%. In Canada, net sales decreased by 1.9%, with organic growth of 1.7%, fully offset by 3.6% from a noncore business divestment. Markets have remained challenging in Canada, particularly in residential. Adjusted operating profit of $22 million was $1 million below last year. Moving on to the half year financials. Net sales of $16.2 billion were 4.2% ahead of last year, driven by organic revenue growth of 3.4% and acquisition growth of 0.9%. The partially offset by 0.1% from foreign exchange and a Canadian divestment. Gross margin of 31% was flat year-over-year. And we continue to drive productivity initiatives as we remain diligent on costs. Operating profit grew 5.1% to $1.6 billion. delivering a 9.7% operating margin with 10 basis points of expansion over the prior year. This profit growth, combined with the impact of our share repurchase program, drove a 7% increase in diluted earnings per share to $5.67. Turning next to cash flow for the first half of the year. EBITDA of $1.7 billion was up approximately $90 million on the prior year. Operating cash flow was $716 million, down approximately $400 million on prior year as we invested in working capital to support growth in areas such as HVAC expansion and large capital projects, and also due to the timing of tax payments, which will normalize through the year. We continue to invest in organic growth through CapEx, investing $234 million, principally in our supply chain expansion and optimization branch network and technology initiatives. The result was free cash flow of approximately $500 million. Moving to our capital allocation priorities. We continue to allocate capital across 4 clear priorities of organic growth, bolt-on geographic and capability acquisitions, sustainably growing our dividend, and returning surplus capital to shareholders when we are in the low end of our target leverage range of 1 to 2x net debt to EBITDA. As discussed, we continue to organically invest in the business through CapEx to drive further above we completed 5 acquisitions during the quarter that support our key strategic growth areas, including large capital projects, water infrastructure and climate and comfort. To expand our multi-brand HVAC offering and dual trade capabilities. We acquired Carrier great Lakes, a distributor of residential and commercial products with 7 locations across Michigan and Ohio. We also added dealer supply company, which brings HVAC equipment, parts and supplies and fabrication services across 17 locations in the Southeastern United States. In our Waterworks customer group, we acquired Hamlet Environmental Technologies company, which strengthens our water and wastewater process equipment expertise in Michigan. We continue to expand capabilities within our commercial mechanical customer group, acquiring New England applied products as a manufacturer's representative of commercial HVAC systems, New England applied product supports a variety of traditional and large capital projects, including data centers, education and health care systems. And within our industrial customer group, the acquisition of PRD Technologies Group further strengthens our product portfolio with highly technical valves, flow control and process equipment with 10 locations across the United States. As we shared earlier, subsequent to quarter end, we also announced our definitive agreement to acquire FloWorks, bringing our year-to-date announced acquisitions to Collectively, these deals will expand and enhance our capabilities across water and wastewater treatment, HVAC and industrial valves and flow control. Together, the 8 acquisitions announced year-to-date represent approximately $1.4 billion in aggregate annualized revenue, and our overall acquisition pipeline remains healthy. Moving to the third bucket of our capital allocation priorities, our Board declared a quarterly dividend of $0.89 per share. Finally, we returned $438 million to shareholders via share repurchases year-to-date reducing our share count by approximately $1.7 million. As previously discussed, we anticipate leverage will increase towards the upper portion of our target 1 to 2x range upon closing the Flow works transaction. As such, we would expect to resume buybacks when leverage moves back into the lower end of this range consistent with our stated approach. And now I'll cover our updated full year 2026 guidance. While our markets remain uncertain, our year-to-date results enable us to raise our full year guidance. We now expect net sales to grow mid-single digits, an increase from our prior expectations of low to mid-single-digit growth. We're also raising the lower end of our operating margin guidance, which we now expect to be in the range of 9.5% to 9.8%. Looking at the rest of the P&L, interest expense remains unchanged at approximately $200 million. We've updated our CapEx estimate to a range of $375 million to $425 million to reflect the timing of our expected capital deployment. And we anticipate an effective tax rate of approximately 26% this guidance does not reflect the expected FloWorks acquisition. We expect to close the transaction in the third quarter, at which time we will update our guidance alongside our Q3 earnings. As we head into the second half of the year, we believe our strong balance sheet, agile business model, balanced end market exposure and continued strategic investments keep us well positioned to continue to outperform. Thanks, and I'll now pass back to Kevin.

Thank you, Bill. And let me once again thank our expert associates who continue to serve our customers, driving market outperformance despite a challenging overall market environment. We remain focused on operational execution. While our cash-generative model and disciplined approach to capital allocation continue to drive shareholder value. We are well positioned to leverage the long-term growth drivers of water infrastructure, large capital projects, climate and comfort and aging and underbuild housing. Our balanced business and our ability to deploy scale locally through our multi-customer group approach, world-class supply chain, value-added solutions and expert associates drive productivity for the water and air specialized professionals as they build and maintain the infrastructure that keeps North America running. . Thank you for your time today. Bill and I are now happy to take your questions. Operator, I'll hand the call back over to you.

[Operator Instructions] First question comes from Matthew Bouley with Barclays.

Maybe start off on the large capital projects. can see your commercial mechanical up 15% on that 20% prior year comp. So maybe just kind of dive into a little bit on what you're seeing with the open order volumes and backlog. I know last quarter, you had signaled difficulty of going up against these comps going forward, but obviously, you still saw that growth here. And so what are some of the specifics and maybe just kind of unpack how the large capital projects business is included in your guide for the year. .

Yes. Thanks for the question, Matt. This is Bill. Maybe I'll start with that one. And you're right, we were incredibly pleased with the growth rates, not only in commercial mechanical but also in our industrial business. with commercial of 15 on 20 and industrial, up 18% on a 6% comparable. So we are seeing strength driven across that large capital project space. As we've talked about before, if we take a step back, large capital projects represent somewhere in the mid- to high single-digit percentage of our total overall Ferguson revenue, and we continue to trend up within that range. and the backlogs, the open orders continue to build, both if you look at commercial mechanical and industrial and even Waterworks, which had a bit of a lumpier quarter this quarter. You see those backlogs building and those backlogs continuing to be above what those growth rates were for the quarter. So we continue to think and believe that the large capital project space will build into the future and will be a tailwind over the next couple of years. As we talked about the gestation period of these projects is long. And so it's difficult to predict the timing of revenue in any 1 quarter, but the overall trend is still quite positive.

And Matt, as Bill indicated, we're pleased with that growth rate across industrial, commercial mechanical and even water works as you look at the overall bidding activity and activity levels, they continue to be strong, not just in the data center activity which is obviously the strongest but across power generation and water infrastructure. And as we look at that, 1 of the key drivers of our performance has been early engagement in the process to make sure that we can take care of the supply chain needs in order to meet the time lines of these projects. And as we look forward, labor availability as well as overall supply chain pressure further enhances that need to be early in that process to make sure that we can deliver on those project time lines.

Got it. Okay. Perfect. And then secondly, inflation, the I guess, the deceleration to low single digit from mid-single digits so I mean, I guess if you can kind of pick apart what's going on there. I'm also curious, as we've seen kind of inflation pushing through the year into July and August, just how inflation is maybe tracking quarter-to-date and sort of everything going on there?

Yes, Matt, as we set out at the beginning of the year, we thought that inflation overall was going to be somewhere in the low single-digit range. for the year. We thought that coming into the year, we were going to be above that. And then as we started to lap the comparables from last year after that liberation day time period that inflation would start to compress. When we talk to you at the end of the first quarter, we are in the midst of some additional price increase announcements, particularly with geopolitical events that were going on at that time. And we talked about certain price increase announcements that were coming through resin price leading to or oil price increase leading to resin leading the PVC price increases and so we had flagged that we thought that inflation could be a touch above our original expectation, but still in that low single-digit range for the year. We've got another quarter under our belt and on the branded side of products, we've seen finished goods side of the products category, we've seen exactly what we expected. We have started to roll over those prior year price increases, and we've seen that inflation compress and that inflation on finished goods is now down to the low single-digit range. On the commodity side, much like we flagged some of those PVC price increases has struggled a bit to stick in the marketplace. And PVC is still very much in deflation. If you look in the quarter, PVC is still down about double-digit about in the double-digit range for the quarter. So as a basket, commodities were about flat in the quarter. So you put that together, it did tick down from mid-single digits to, I'd say, the upper portion of low single digits in the quarter. Difficult to predict where that goes from here. But again, I'd take a step back and say somewhere in that low single-digit range for the full calendar year is probably our best view at this point.

We now turn to John Lovallo with UBS.

The first 1 is you raised the revenue outlook and increased the midpoint of the operating margin outlook for the full year. I mean, is this primarily a function of the stronger year-to-date results and maybe the completed M&A? And how would you sort of characterize your expectations for organic growth in the second half relative to the second quarter?

Yes. Thanks, John. To your point, if we take a step back again, we are really not seeing a change in the market and our market expectations for the full year. We came into the year expecting our markets would be broadly flat with more pressure on residential, residential being down low to mid-single digits and non-resi being up low to mid-single digits. Our view of the market really hasn't changed much. What has changed to your point is our performance for the first half has been a bit better than our expectations. And then as we look towards the second half, we are expecting the second half to have a touch higher growth rate. And that's supported by not only our first half performance, our second quarter performance, but also open orders that I talked about before during Matt's question. So when we take a step back, we think revenue will be a bit stronger in the second half. We did raise to your point, the low end of our operating margin guide and we feel that we'll deliver a pretty solid second half.

Okay. That's helpful. And then the second question, just on sort of the gross margin seasonality. I mean till HVAC and Waterworks mix would drive some pressure on gross margin during the summer months. And I think last quarter, you guys expected a step down below 31% in the summer. Second quarter gross margin was pretty flat quarter-over-quarter. So what sort of drove the strength there? And how you're thinking about the gross margin dynamic as we move through the third quarter?

Yes. John, as we've said in the past, we believe our gross margin currently sits somewhere in that 30% to 31% range right now. We were very pleased to deliver at the top end of that range this quarter. there's good execution by the teams. So executing on our pricing tools and technology delivering on our product strategy, certainly driving strong own brand growth all of that led to solid gross margins in the quarter. To your point, we did see a touch of expected seasonal underlying gross margin compression there are always some puts and takes in the quarter, and I'd just go back to the fact that we were quite pleased with the overall execution. As we look out to the second half, Certainly, we are about to comp against our strongest gross margin from last year. In Q3 last year, we delivered a 31.3% gross margin. So again, we'd expect to be a bit down on that, but feel that our gross margins sit in a good spot, and we're well positioned again to deliver the operating margin guidance that we've laid out.

We now turn to Phil Ng with Jefferies.

Congrats on a strong quarter. Bill, I guess a question for you to kind of kick things off. You mentioned perhaps the back half top line growth could be a little stronger than the first half. What's driving that? Is that mostly the non-res side? Is that resi? I mean, resi didn't? And on the non-res side of things, I guess a question for you, Kevin. It feels like the end markets are broadening the out bid outside of data centers. Any color in terms of some of the end markets that really stand out where you're seeing a big inflection.

Yes, Phil, we'd expect the Don Res growth strength to continue. Again, going back to what we're seeing, not only in commercial mechanical -- but what we're also seeing in Waterworks and as we look at our open orders. So we would expect the second half to deliver solid growth from nonres. As we set out at the beginning of the year, while resi is in a challenged spot we did expect our resi performance to improve slightly as we move throughout the year. And we are seeing that. That's principally driven on the HVAC side of the world. If you look at our 11% growth in the quarter on top of a prior year growth rate of 1%. We were quite pleased with that return to very strong growth in as we look towards the second half, we would expect strong growth there, which will offset some of that very weak market conditions that we still see across the residential business. .

Yes. And to build on that, Phil, we're really pleased with the execution of the teams on the HVAC side of the business. We've talked in the past about that multipronged growth strategy that we have. we believe we're a great solution for the growing dual trade contractor that does plumbing in HVAC. We believe that we are a very good solution for the consolidator that is either expanding the trade professional network in a regional or nationwide network. We're focused on investing organically and expanding locations and counters building equipment relationships, investing in talented associates. And then as you've seen, we've also complemented that with good M&A across the network not the least of which is dealer supply and carriers great legs as we talked about in the prepared remarks. So we're pleased with that HVAC outperformance at 11% growth. If you go to your question around the nonresidential side of the business, clearly, it still is large capital construction projects that are driving the day. We haven't seen a tremendous amount of improvement in that traditional core non-res activity like office, warehouse to a lesser extent, around education and even hospitality. But we do see good, broad-based large capital construction project growth. And so yes, center construction activity continues to be the strength of that sector, but we're also seeing good growth, which are great projects for us in areas like power generation in areas like chemical, food and beverage, general manufacturing, mining and minerals and then obviously, water and wastewater treatment. So that broadening is driving results. And it really does play well to the business model that we've built over time. And to having a good, strong multi-customer group approach from water through industrial pipe valve and fitting, commercial mechanical and fire suppression.

That's great color, Kevin. Pre dynamic backdrop still on the inflation front, a lot of movement and noise around tariffs anything noteworthy to call out that we should be mindful of? And as we kind of look at the pricing in the back half, part of the question I have is we've seen some of your vendors, they've gotten tariff refunds back they've talked about reinvesting in the business. I don't know what that means for Fergon, is that a good thing from a pricing margin standpoint or something just be mindful of.

Yes. So Phil, first off, from a pricing perspective, if you go back to my previous comments, we would expect pricing to be in that low single-digit range for the year. And so I'd probably expect somewhere in that range for the back half. Again, admittedly, it's very difficult to call going to happen on those commodity prices, which, again, just for a reminder, commodities are about 15% of our overall revenue. In terms of tariffs, as you know, the vast majority of our purchases over 90% of what we buy are from branded manufacturers. We have not received any tariff refunds from those branded suppliers and are not expected to. So as we look forward, we're the importer of record for a small portion of our own brand products, -- we have sought tariff refunds where appropriate there, and we've received what I would call a modest amount, but nothing material as we look out at the full year.

And as you recall, again, that 90% plus of our purchases that are from branded suppliers, there were very little, if any, that would have highlighted tariff as the reason for that increase. They were more broad-based, including a variety of different operational inputs. .

We now turn to Sam Reid with Wells Fargo.