Legence Corp. (LGN) Earnings Call Transcript

Good day, and thank you for standing by. Welcome to the Q2 2026 Legence Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Son Vann, Vice President of Investor Relations. Please go ahead.

Thanks, Daniel, and good morning, everyone. Welcome to Legence's Second Quarter 2026 Earnings Call. With me today are Jeff Sprau, Chief Executive Officer; Stephen Butz, Chief Financial Officer; and Steve Hansen, Chief Operating Officer. This morning, we issued a press release that covers our second quarter 2026 financial results and posted a presentation that accompanies the earnings release. All materials can be found on the Investor Relations section of the company's website, wearelegence.com. Before we begin, I want to remind you that comments made during this call contain certain forward-looking statements and are subject to risks and uncertainties, including those identified in our risk factors contained in our SEC filings. Our actual results could differ materially, and we undertake no obligations to update any such forward-looking statements. During this call, we will refer to certain non-GAAP financial measures, which should not be considered in isolation from or as a substitute for measures prepared in accordance with generally accepted accounting principles. Please refer to our quarterly earnings presentation for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures. With that, let me turn the call over to Jeff.

Thank you, Son, and thanks, everyone, for joining today to discuss our second quarter performance and current outlook for Legence. As we have talked about on our past earnings calls, the demand environment for mission-critical building systems continues to be robust. This strength is evident in the exceptional growth in both our record revenue and backlog. Excluding the impact of acquisitions, organic revenue growth was nearly 60%, while backlog and awards grew organically by over 35% year-over-year. And when we include acquisitions, revenue more than doubled with similar growth in total backlog. As you would expect, the data center and technology end market led this growth. Recent discussions with our data center clients suggest continued brisk demand over the next several years. These discussions suggest no change in the pace of activity from what was discussed at the beginning of the year and in some cases, speed to market has actually accelerated. Within the data centers and technology end market, it's worth noting that this sector also includes semiconductors, an area where we're also experiencing solid revenue growth. Our growth extends to other core markets as well, including life science and health care, education and state and local government, all of which are experiencing solid high single to double-digit organic revenue growth year-to-date. Also worth noting is our activity level in manufacturing, which is embedded in our other end market category. While this end market represents less than 3% of our overall revenue base, it is experiencing very strong revenue growth and is now about equal to the size of our mixed-use market. We expect reshoring to favorably impact our manufacturing end market in the coming years. As I mentioned before, I really like our exposure to diverse end markets, understanding that growth rates between markets can ebb and flow. By intentionally focusing on attractive higher growth target-rich sectors that align well with our mission-critical services, this diversity can offset, to a degree, some of the volatility of each market. We, of course, value every client relationship and strive to deliver exceptional outcomes on every project. This customer-first philosophy has served us well for decades and in some cases, over a century and is the foundation of the reputation, trust and long-standing partnerships that we built across our broad client base. On our quarterly results, Stephen will go into greater detail. But at a high level, total revenue of $1.3 billion increased by 111% year-over-year and over half of this growth was organic. In a similar fashion, adjusted EBITDA grew by 114% year-over-year. Adjusted EBITDA margins expanded by almost 90 basis points sequentially. Total backlog and awards ended the quarter at a record $5.7 billion, up 105% year-over-year and 5% sequentially. We saw strong growth in backlog in both segments. Notably, our Engineering segment backlog grew by 27% year-over-year and 11% sequentially, mostly on an organic basis. Our consolidated book-to-bill ratio for the 3 months ended June 2026 was 1.2x. Book-to-bill over the last 12 months was 1.4x. As our markets evolve, particularly the data centers and technology market, the award sizes have grown quite significantly. In fact, it's not uncommon these days for some of the larger bookings to exceed $100 million. These bookings can come in waves with some of the large projects burning pretty quickly. All these factors can create some volatility in our quarterly net bookings and book-to-bill ratio, which is why we like to also look at the book-to-bill ratio over a 12-month period. Overall, we feel confident in our ability to continue to grow total backlog as the year progresses based on what we see in our opportunity pipeline. Our confidence in the future is also reflected in our revised guidance for full year 2026, which Stephen will walk you through shortly. To support the execution of our growing backlog, we continue to grow and invest in our workforce. Total employee headcount is now close to 11,000 at the end of July, including approximately 8,000 skilled technicians and crafts people. As demand for our services continues to grow, we expect to further expand our labor force. Combined with our continuous efforts to drive operational efficiencies, optimize workforce scheduling and stay selective on our project pursuit, these efforts position us to better serve our customers going forward. Our fabrication footprint is a big part of our efficiency efforts. During the second quarter, we grew our fabrication capacity by about 200,000 square feet, putting our current capacity at 1.5 million square feet. And we expect to add another 100,000 within the next couple of weeks and are looking at opportunities to expand even further. There are a lot of efficiencies that we can implement in our square footage through the use of advanced tooling, automation, optimization of floor spacing and flexibility with labor shifts, among other levers. I should also note that the capacity expansion is based on existing demand that we see in our backlog. When adding this incremental capacity with the organic expansion that we have completed over the past year and the capacity that came with Bowers, we will have grown our fabrication capacity by over 1 million square feet across our key geographies. Our third-party fabrication demand continues to be concentrated on data center and, to a lesser extent, pharmaceutical clients. More recently, we've seen increased demand from semiconductors and memory chip clients. Before handing the call to Stephen, I want to point out the continued improvement to our net leverage. During our IPO process, we heard from the investment community about the importance of having a strong balance sheet and as a result, prioritized the entire IPO proceeds toward debt reduction. This allowed us to exit the IPO at 3x net leverage last September. In just 3 quarters, we've essentially cut our financial leverage in half with pro forma net leverage now standing at 1.5x. This reduction was achieved during a period when Legence completed our largest acquisition in company history, namely Bowers in the DMV. And at 1.5x net leverage, we're in a great financial position to pursue other attractive impactful acquisition opportunities that meet our strategic and financial objectives. Our M&A pipeline has never been as active as it is today. And of course, we'll be disciplined with our evaluation of these opportunities. With that, let me turn the call over to Stephen.

Thank you, Jeff, and good morning, everyone. I'll begin with a review of second quarter 2026 results in comparison to second quarter of 2025. Following my review of our historical results, I'll provide a brief update on our current guidance and discuss our balance sheet and liquidity position before turning the call back to Jeff. Starting with the second quarter 2026, we generated revenue of $1.262 billion, an increase of $663 million or 111% from the year ago quarter. The Bowers Group acquisition contributed approximately $300 million of revenue. Excluding Bowers, our revenues grew by nearly 60% year-over-year. Looking at our latest quarterly revenue growth at the segment level, starting with Engineering & Consulting. Segment revenue increased by 6% to $207 million, which was mostly organic. Program and project management service revenues grew by 17%, with particularly strong growth in state and local government as we're working on several large projects in Washington, D.C., South Carolina, Colorado and Minnesota. We also saw strength in data centers and technology. Engineering and Design revenues declined by 4%, with the decrease mainly attributable to soft demand from our sustainability consulting services for mixed-use clients, primarily large owners of commercial real estate. Our sustainability consulting business has experienced softer market conditions over the past several quarters, reflecting both broader challenges across the commercial real estate sector and evolving client demand for these services. Because impairment testing reflects our longer-term forecast, but the near term is often underpinned by customer contracts, the downward trend we've seen in backlog for those services was a key consideration and led to our decision to impair goodwill and other intangibles for this business during the second quarter. We still have conviction in the long-term value that our sustainability consulting services can deliver to clients, particularly in an environment with rising energy costs. Turning now to our larger Installation and Maintenance segment. Segment revenue of $1.055 billion increased by 162% versus the year ago quarter. Over half of the segment's revenue growth was organic, while the remainder was largely attributable to the addition of Bowers. Installation and Fabrication Services drove the majority of the segment growth, increasing by 189% year-over-year due to both strong organic growth and again, a meaningful contribution from Bowers. With respect to the organic growth, data center and technology was a key driver, but our other core markets such as life science and health care and education also saw solid organic growth in the low to mid-teens and state and local government growth was also very strong, though from a lower base. Maintenance and Service revenue increased by 58% year-over-year. Excluding the impact of Bowers, this service line delivered organic growth of nearly 20%. The high growth rate was spread across essentially all of our end markets with the exception of mixed-use. Turning to reported gross profit. Consolidated gross profit for the second quarter 2026 increased by 71% to approximately $220 million. Similar to our prior quarterly results, reported gross profit includes stock-based and other compensation expense related to legacy profit interest units, where the payment of which is entirely borne by entities outside of Legence Corp., essentially the legacy pre-IPO shareholders. As a reminder, the settlement of legacy profit interest expense does not impact Legence Corp., either in the form of cash outlay or the issuance of additional common shares. Because these profit interest units are marked to market, any significant change to our share price will have a material impact on this expense as it did in the second quarter. Excluding the impact of profit interest and related expense, adjusted gross profit on a consolidated basis totaled approximately $234 million, and adjusted gross margin was 18.5% for the second quarter of 2026 compared to approximately $130 million and 21.8% in the second quarter of 2025. The decrease in adjusted gross margin was primarily driven by the combined impact of a shift in revenue mix to our Installation and Maintenance segment, reflecting the addition of Bowers and the segment's higher growth rate as well as somewhat lower adjusted gross margin within the Engineering & Consulting segment. Looking into margins at the segment level. Second quarter 2026 Engineering & Consulting adjusted gross margin was 31.1%, down from 33.2% in the second quarter of 2025. The adjusted gross margin decline largely reflects a revenue mix shift toward the program and project management service line, which accounted for 51% of segment revenue compared to 46% in the year ago quarter. The Installation and Maintenance segment generated an adjusted gross profit margin of 16.1%, essentially in line with 16.2% reported in the year ago quarter. As you would expect, there are a lot of moving parts that take us to that flat level year-over-year in the I&M segment. But to name a few, we saw a mix shift toward the installation and fabrication service line at the expense of the higher-margin maintenance and service line, but our overall mix of fabrication-only work within the installation and fabrication service line increased year-over-year. Turning to SG&A. This expense includes approximately $59 million of stock-based and noncash compensation expense, the vast majority of which, almost $54 million was related to the legacy profit interest that is paid for by entities outside of Legence Corp. Excluding the impact of stock-based compensation expense as well as approximately $2 million of acquisition and strategic initiative expenses, our adjusted SG&A expense was $87 million, up from $62 million in the year ago quarter. This increase was primarily driven by the addition of Bowers and higher general headcount to support our strong growth. More importantly, though, adjusted SG&A as a percentage of revenue improved significantly to 6.9%, down from 10.3% in the year ago quarter as we benefit from greater economies of scale. All in all, we generated adjusted EBITDA of $155 million in the second quarter 2026, an increase of 114% from second quarter 2025 levels. Adjusted EBITDA margin for the second quarter 2026 improved by almost 20 basis points to 12.2% when compared to the year ago quarter. However, given the sequential comparison to first quarter 2026 adjusted EBITDA margins includes Bowers, we believe this is probably a more relevant comparison and yields an almost 90 basis point improvement. Depreciation and amortization totaled $44 million in the second quarter of 2026, up from $29 million in the year ago quarter, with the increase largely due to the incremental depreciation and amortization that stemmed from the Bowers acquisition. Interest expense net of income was $15 million for the second quarter 2026 and declined by almost $15 million from a year ago, primarily due to lower average debt balance and average interest rate than the year ago period. Turning to income tax. Though we reported a pretax loss for the second quarter 2026, we recorded income tax expense of $11 million due to the nondeductible nature of various items, primarily the legacy profit interest expense. As a result, on a reported basis, the effective tax rate for the quarter isn't all that meaningful. This dynamic is expected to continue through 2026 and into 2027 to some degree. Excluding the impact of these material nonrecurring and noncash items, the normalized effective tax rate would be closer to the high 20% to low 30% range, which we would expect to gravitate towards over time. Regarding cash taxes, our current estimate for 2026 is in the mid-$50 million range. This is an increase from our prior estimate based on our revised profit outlook and states where our revised profit outlook originates from. Aside from our cash tax payments, we continue to expect to make a TRA payment of around $8 million to $9 million related to our 2025 operating activity, likely in early 2027. Our TRA payment related to estimated 2026 activity is expected to total between $25 million and the low $30 million range, and this payment is likely to occur in early 2028. To the extent we have additional share exchanges, this could slightly reduce our cash tax payments while increasing our TRA payments by 85% of the reduction in cash tax. So the net difference for Legence is a 15% reduction in cash outflow. Now switching gears to backlog. We ended June with consolidated backlog and awards of $5.7 billion, up 105% from year ago levels. Compared to the first quarter of 2026, backlog and awards grew by approximately $289 million, translating to a book-to-bill for the second quarter of 1.2x. Considering that our bookings tend to fluctuate due to the growing size of our project awards, viewing book-to-bill over a longer time horizon is also important. To that end, our last 12-month book-to-bill ratio was 1.4x. In either case, these are fairly solid ratios, especially when taking into account our particularly strong quarterly revenue realization. In terms of our organic growth in backlog and awards, the data center and technology end market remains the primary driver. However, we are seeing healthy growth in state and local government, education and manufacturing clients. Now turning to our guidance. We are establishing third quarter 2026 guidance for consolidated revenue of between $1.225 billion and $1.275 billion and adjusted EBITDA of between $150 million and $160 million. For full year 2026, we're increasing our revenue guidance to a range of $4.7 billion to $4.8 billion. At the midpoint, this has increased by 13% from our previous guidance range of $4.1 billion to $4.3 billion that we presented during our first quarter report in mid-May. We're also raising our full year 2026 EBITDA guidance range by about 20% from prior guidance to $565 million to $585 million, up from $470 million to $490 million, again, just 3 months ago. While part of our full year guidance increases to account for our second quarter outperformance relative to guidance, it's more of a reflection on our growing backlog, current expectations on project timing and a continuation of the strong execution that we've experienced in recent quarters. Now just a few additional housekeeping items to support your modeling efforts. Interest expense net of interest income for the second half of the year is expected to average approximately $15 million per quarter. Depreciation and amortization for the third quarter is expected to be similar to second quarter levels of $44 million. In terms of capital spending for the second half of 2026, we currently expect to spend between $40 million and $45 million. This represents an increase to our prior full year guidance by $15 million to $20 million, largely reflecting additional spending related to incremental fabrication capacity expansion that Jeff discussed earlier to outfit the new space, including cranes and advanced tooling as well as additional spend on existing facilities. Our current capital spending forecast remains within 2% of expected revenue for the year, consistent with our historical spending levels for growth and maintenance CapEx. Now turning to our balance sheet, liquidity and leverage. We ended the second quarter with $292 million of cash, up from $245 million at the end of the first quarter. Total liquidity was $461 million at quarter end compared to $414 million at the end of the first quarter. Total debt at the end of June was slightly over $1 billion, approximately flat from the end of the first quarter. Based on pro forma last 12-month EBITDA, which would include pro forma EBITDA from Bowers during the second half of 2025, our pro forma net leverage ratio is now 1.5x, which is about half the level that we were after our IPO last September. During the quarter, we further lowered our debt costs with the repricing of our term loan. That repricing lowered our interest cost by 25 basis points at the outset. In early June, we received a credit rating upgrade from Standard & Poor's from B+ to BB- as well as from Moody's from B1 to Ba3. With our credit rating upgrade, the loan pricing will step down by an additional 25 basis points to SOFR plus 1.75%. That concludes my remarks, and now I'll turn the call back to Jeff.

Thanks, Stephen. In closing, and before we get to the Q&A, I want to thank our entire team at Legence. Your commitment to safely serving our customers every single day makes it possible to deliver the incredible results that we are reporting today. Operationally, we continue to experience very robust organic growth across our diverse end markets and service lines. Backlog continues to grow to record levels, and we are leveraging our growing scale and national footprint to deliver higher EBITDA margins. We expect these trends to continue, and I'm really excited for what's next. With that, we'll now open the call up to your questions. Operator?

[Operator Instructions] Our first question comes from Adam Bubes with Goldman Sachs.

Nice to see the sequential bookings acceleration in the quarter, I think, to about $1.5 billion of bookings. Can you just give us a sense of the size of the largest projects you're putting in backlog this quarter and makeup of data center customers, whether hyperscalers or colocators? And how are you thinking about the bookings trajectory in the balance of the year?

Yes. We've had some really strong bookings in the data centers, specifically in some TFO projects, which follow after base builds. They're ranging anywhere from the $175 million range to between $200 million range there as well as in our off-site manufacturing, third-party manufacturing, we've had some solid bookings there as well. And the trend, our pipeline that we don't report on is strong now, and we feel like that trend will continue to be positive going forward.

And then can you just update us on a high-level breakdown on your key data center regions today? And to what extent are your crews traveling? And do you expect travel to increase as data center developments shift towards more rural markets?

Yes. Today, our boots on the ground, California, Phoenix and the DMV are 3 major locations that we are performing installation work. Our fabrication is shipping all around the country from Salt Lake City to Georgia to Charlotte, North Carolina. So we are covering a large part of the country where we aren't located and have resources to do installation.

Yes. And Adam, this is Jeff. We've also, over the last several quarters, begun to travel into Texas via our adjacent business in New Mexico and are serving a handful of customers in that region as well.

Our next question comes from Julien Dumoulin-Smith with Jefferies.

Yes. Kudos, I got to echo that last comment, nice acceleration all around here. Jeff and team, look, if I could ask just to lead off with this, bookings trend, how do you think about '27? You've obviously started -- continued this year fabulously, put up even better results. It looks like the order book is accelerating here quarter-over-quarter. I just want to get a little bit of your commentary. You said it even at the end in your concluding comments that you're seeing an acceleration here. How does this portend into the next year? I just want to make sure I'm hearing you very quickly because obviously, the near-term results are translating very squarely. I just want to hear how it extends here and sort of the duration, maybe if I were to like zero in on one aspect of this. Can you compound off these elevated levels in the same confidence?

Yes. It's really -- I use the word momentum. The momentum continues to increase, Julien, and it's remarkable. And I think it's a function of, of course, amazing demand drivers. It's also a function of the fact that these projects are getting bigger. And as you are well aware, only certain companies are positioned to accommodate those larger projects. You need to have lots of employees, you need to have lots of square footage. And most importantly, you have to have the technical expertise and the relationships to be able to capitalize. And so we're just seeing it continuing to go up and to the right. And I think the fact that we're not a one-trick pony in terms of just doing one service line. We do all service lines, and we do it for many, many customers. And so when you have that sort of, I guess, diversity of capability and diversity of customer and you have an amazing market backdrop, that turns into momentum. And that's what we're seeing. I don't know, Steve, if you have anything to add?

Well said, I think the diversity in our end markets helps to continue that growth as well. And we're seeing -- we're just starting to see -- Jeff mentioned it, the manufacturing end market and the reshoring that's happening gives a sense of a positive outlook.

Excellent. If I can zero in a little bit more on this. I mean, if you can speak a little bit more specifically to the working capital needs as you think about like that as maybe an offset here just as the business accelerates. And then related, modular capacity expansion, how large does your capacity need to be to adequately serve, right? Just if you can kind of speak into like how you accommodate this accelerating outlook as well in terms of the different pieces?

Yes, Julien, good question. On working capital, as you'll probably recall, at the time we went public, we said that we could drive some improvements in working capital management. And I think you saw that the first few quarters out of the box where we even generated cash from working capital despite really strong revenue growth. We're probably now much closer to what I'd call normalized levels. This quarter, it was a modest use of cash. I'd expect with revenue growth that to continue to be the case generally. It's always hard to call quarter-to-quarter because of the lumpiness of a balance sheet type metric like that. But I think that most of the improvements have already been driven through. That said, where we're working on customized fabrication modules, we tend to generate higher levels of prepayment than we do for our other services. So to the extent that continues to increase in our mix, that could be a positive.

And then from a fabrication square footage, Julien, we're sitting at 1.5 million square feet today. We have capacity for growth with that number now. And we can pull several levers within that footprint, right? We can add multiple shifts, more days on manpower load. But we will continue to grow. We look to add about another 100,000 square feet here in the coming weeks to that number. And we'll monitor our incoming requests and backlog and size appropriately for work to come.

Our next question comes from Chad Dillard with Bernstein.

I was hoping you could talk about your gross margins in backlog. What are they today? And can you bridge it to the gross margins that you have in your current P&L?

Yes. Our gross margins and backlog are generally similar to what our current or recent realizations are. We haven't seen a dramatic change in pricing across the service lines versus, say, what we would have reported this quarter or even last, if that answers your question. Of course, there's always changes in mix, like what's in the backlog. But for the underlying services and service lines, similar levels of margin.

Okay. Yes, that's helpful. And so as you look forward over the next couple of years, what share of your revenues do you think will be on the modular and prefab side? And how do you put that in the context of your margin potential for just the broader business?

Yes. Great question. We did see, as you recall, really a ramp in our mix of fab-only type work, particularly in the second and third, fourth quarter of 2025. It's been at a relatively similar percentage the last 3 quarters. When we think about our overall I&M revenue, it's been in the low 20% range the last 3 quarters now. And while we're experiencing really nice growth in that fab-only work, we're also winning large installation jobs. And so both have been growing at a pretty similar rate. I'll hand it to Jeff or Steve in terms of the outlook for both of those. But...

Yes. From a manufacturing, third-party manufacturing, solid outlook, lots of inbound stuff. And as we continue to see large projects built in more rural areas where there's just not a lot of resources there, we expect to see that continue. And to Stephen's point, the large installation projects that are inbound and continuing to get booked and run into our pipeline, we just see a solid outlook there.

Our next question comes from Brian Brophy with Stifel.

Just continuing the conversation on some of the regional areas where you have data center exposure. Are you experiencing any notable difference in demand trends by region and particularly curious on DMV relative to other areas?

Yes. I'll start, Brian, and I'll hand it over to Steve. I think any changes that we've seen probably happened a couple of quarters ago when we started to see data centers get placed in more rural parts of the country, call it, middle America, which really changed the ship to address on our fabrication work. And so now we are shipping to the Iowa of the world and the North Carolinas of the world and the Ohio of the world. That we obviously didn't see a couple of years ago. And so I think that's a notable difference. Now within the sort of primary markets, they are still the primary markets. The DMV is still data center alley. Arizona and I would say the broader Southwest is still humongous. And obviously, over the last probably 12-plus months, Texas is sort of broken into the top 3.

Yes. Well said. And to Jeff's point, DMV continues to be strong. The Phoenix market and that Texas market that we have moved into and are shipping our manufactured product into Texas has been a strong growth pattern for us.

Appreciate it. That's very helpful. And then just maybe touching on the demand environment you're seeing on the semi fab side. Did you book anything notable in the quarter? And just general thoughts on the outlook there?

Yes. Semiconductor still is ramping and getting stronger. We're seeing some incoming demand for OSM manufactured product for our semiconductor clients. We did grow our revenue in that end market as well in the quarter, and we are booking projects to continue that growth.

Our next question comes from Joseph Osha with Guggenheim Partners.

I was going to ask about semiconductors as well. I want to drill down on that a bit. If you look at Intel and TSMC down in Arizona and Micron up in New York, I mean, the numbers are pretty substantial with perhaps the floor space is not quite the same. So I guess I'm curious, looking a few years out, can we imagine this segment maybe becoming as large you as data centers? Or am I being overly optimistic there? And then I have a follow-up.

Yes. And Steve alluded to the fact that we did have nice revenue growth in semiconductors, the contribution this quarter. I mean it was stellar, over 50% growth. That said, that, of course, even pales to what we're seeing in the data center space. Over time, though, I mean, the outlook is certainly good for semiconductors, but tough to.