$LGN

Legence Corp.

CIK:0002052568|SEC Filings

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenue:
Revenue	$ 1,262,127	$ 598,890	$ 2,300,020	$ 1,104,843
Cost of revenue	1,041,896	470,216	1,893,635	864,465
Gross profit	220,231	128,674	406,385	240,378
Operating Expenses
Selling, general and administrative	147,591	72,468	263,686	141,927
Depreciation and amortization	37,972	25,344	74,800	51,436
Acquisition-related costs	415	19	11,847	176
Gain on sale of property and equipment	(118)	(122)	(182)	(220)
Goodwill impairment	21,586	0	21,586	0
Long-lived asset impairment	19,491	0	19,491	0
Equity in earnings of joint venture	(88)	(364)	(592)	(824)
(Loss) income from operations	(6,618)	31,329	15,749	47,883
Other expense (income):
Interest expense	16,911	30,404	33,911	60,045
Interest income	(1,914)	(764)	(3,234)	(1,519)
Credit agreement amendment fees	2,014	49	5,257	2,926
Loss on debt extinguishment	13	0	13	0
Other income, net	(169)	(37)	(738)	(145)
Total other expense, net	16,855	29,652	35,209	61,307
(Loss) income before income tax	(23,473)	1,677	(19,460)	(13,424)
Income tax expense (benefit)	11,091	5,546	(2,290)	9,584
Net loss	(34,564)	(3,869)	(17,170)	(23,008)
Net (loss) income attributable to noncontrolling interests	(6,723)	1,401	(5,423)	3,475
Net loss attributable to Legence	$ (27,841)	$ (5,270)	$ (11,747)	$ (26,483)
Loss per share:
Basic (in usd per share)	$ (0.37)		$ (0.16)
Diluted (in usd per share)	$ (0.37)		$ (0.23)
Weighted-average Class A Common Stock outstanding:
Basic (in shares)	76,032		71,616
Diluted (in shares)	76,032		107,976

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (17,170)	$ (23,008)
Adjustments to reconcile net loss to cash provided by operating activities:
Amortization of intangible assets	65,954	42,237
Depreciation of property and equipment	20,512	15,884
Goodwill impairment	21,586	0
Long-lived asset impairment	19,491	0
Amortization of debt issuance costs and discounts	859	2,065
Stock-based compensation	96,478	3,241
Compensation expense - Performance Interests	15,554	0
Deferred taxes	(26,647)	(3,929)
Equity in earnings of joint venture	(592)	(824)
Operating lease right-of-use asset lease expense	14,413	8,301
Other	755	430
Changes in operating assets and liabilities:
Accounts receivable, net	(151,052)	(41,071)
Contract assets	(53,696)	(24,516)
Prepaid expenses and other current assets	(2,934)	3,887
Accounts payable	105,297	46,514
Accrued compensation and benefits	42,716	21,771
Accrued and other current liabilities	1,908	(2,410)
Contract liabilities	51,421	20,039
Operating lease liabilities, current and long-term	(12,051)	(6,652)
Other long-term assets and liabilities	1,692	583
Cash provided by operating activities	194,494	62,542
Cash flows from investing activities:
Purchases of property and equipment	(41,867)	(14,164)
Consideration paid for acquisitions, net of cash acquired	(281,293)	(453)
Proceeds from sale of property and equipment	220	166
Cash used in investing activities	(322,940)	(14,451)
Cash flows from financing activities:
Term loan borrowings (including $15,000 and $2,495 in 2026 and 2025, respectively, from related parties)	200,000	2,495
Term loan payments	(4,983)	(10,714)
Revolver borrowings	25,000	0
Revolver payments	(25,000)	0
Notes payable payments	(3,273)	(4,354)
Finance lease payments	(2,855)	(1,813)
Payments for deferred offering costs	(60)	(16,973)
Other	1,431	0
Cash provided by (used in) financing activities	190,260	(31,359)
Increase in cash and cash equivalents	61,814	16,732
Cash and cash equivalents, beginning of period	230,166	81,167
Cash and cash equivalents, end of period	$ 291,980	$ 97,899

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2026

Dec. 31, 2025

Current assets:

Cash and cash equivalents

$ 291,980

$ 230,166

Accounts receivable, net

918,930

584,060

Contract assets, net

382,167

259,941

Prepaid expenses and other current assets

55,099

36,179

Total current assets

1,648,176

1,110,346

Property and equipment, net of accumulated depreciation of $115,490 and $98,650 as of June 30, 2026 and December 31, 2025, respectively

130,412

92,333

Operating lease right-of-use assets (including $18,598 and $20,025 as of June 30, 2026 and December 31, 2025, respectively, from related parties)

153,536

117,139

Goodwill

822,521

764,336

Intangible assets, net

792,175

551,420

Other assets

192,869

43,822

Total assets

^[1]

3,739,689

2,679,396

Current liabilities:

Accounts payable

428,988

246,161

Accrued compensation and benefits

139,133

68,064

Accrued and other current liabilities

81,405

16,475

Contract liabilities

517,932

339,462

Current portion of operating lease liabilities (including $3,889 and $3,920 as of June 30, 2026 and December 31, 2025, respectively, from related parties)

31,008

21,300

Current portion of long-term debt

26,201

16,694

Total current liabilities

1,224,667

708,156

Long-term debt, net of current portion (including $97,162 and $84,735 as of June 30, 2026 and December 31, 2025, respectively, from related parties)

1,008,336

812,398

Operating lease liabilities, net of current portion (including $15,759 and $17,282 as of June 30, 2026 and December 31, 2025, respectively, from related parties)

130,023

103,762

Tax receivable agreement liability - related party

342,729

207,448

Deferred tax liabilities, net

43,397

46,714

Other long-term liabilities

12,997

12,123

Total liabilities

^[1]

2,762,149

1,890,601

Commitments and contingencies (Note 18)

Stockholders' equity

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

917,012

701,791

Accumulated deficit

(321,696)

(309,949)

Accumulated other comprehensive income (loss)

4,067

(698)

Total Legence stockholders' equity

600,463

392,197

Noncontrolling interests

377,077

396,598

Total stockholders' equity

977,540

788,795

Total liabilities and stockholders' equity

3,739,689

2,679,396

Common Class A

Stockholders' equity

Common stock

768

638

Common Class B

Stockholders' equity

Common stock

$ 312

$ 415

[1]

As of June 30, 2026, total assets include $23.2 million and total liabilities include $8.7 million for consolidated variable interest PCs as defined in “Note 6 —Variable Interest Entities and Equity Method Investments”. As of December 31, 2025, total assets include $21.8 million and total liabilities include $9.4 million for consolidated variable interest PCs. Substantially all of the remaining total assets and total liabilities are attributable to the consolidated Legence Holdings variable interest entity, excluding the Tax receivable agreement liability (refer to “Note 14—Tax Receivable Agreement”), deferred tax assets net of valuation allowance of $174.9 million and $29.5 million included in Other assets as of June 30, 2026 and December 31, 2025, respectively, as well as income tax payable of $6.9 million and $2.0 million included in Accrued and other current liabilities as of June 30, 2026 and December 31, 2025, respectively. Assets of the variable interest entities can only be used to settle the liabilities of those entities. Refer to “Note 6 —Variable Interest Entities and Equity Method Investments” for additional information.