Stephen Butz
Analyst · Jefferies
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.