EX-99.1 2 lgnearningspressrelease3q25.htm EX-99.1 Document

Legence Reports Third Quarter 2025 Financial Results
Record Quarterly Revenues of $708.0 Million, a 26% Increase from a Year Ago
Quarterly Adjusted EBITDA (non-GAAP) Increased 39% from Prior Year
Record Total Backlog and Awards of $3.1 Billion, 29% Increase from a Year Ago, with Robust Book-to-Bill of 1.5x
Signed Definitive Agreement to Acquire Bowers, a Premier Mechanical Contractor in the Northern Virginia/DC Metro Area for Total Consideration of $475 Million
Tuck-In Acquisitions of Engineering Firm and Mechanical Contractor Provide Cross Selling Opportunities and Access to Strategic End Markets
Total Debt and Net Debt (non-GAAP) Declines to $836 Million and $650 Million, respectively, on IPO Proceeds and Strong Cash Generation1
Establish Fourth Quarter 2025 Guidance for Revenue of $600 Million - $630 Million and Non-GAAP Adjusted EBITDA of $60 Million - $65 Million
Establish Full Year 2026 Guidance for Revenue of $2.65 Billion - $2.85 Billion and Non-GAAP Adjusted EBITDA of $295 Million - $315 Million
SAN JOSE, California – November 14, 2025 – Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today reported financial results for the third quarter ended September 30, 2025.
Jeff Sprau, Chief Executive Officer of Legence, commented, “I am extremely proud of our entire Legence team for the successful initial public offering, and extend my sincere gratitude to the many investors who have placed their trust and confidence with us. In our inaugural quarterly report as a public company, we are pleased to deliver exceptional results, highlighted by robust organic revenue, Adjusted EBITDA and backlog growth, fueled by strong demand for our services across key end markets. We are also delivering on our strategic commitment to reduce leverage, through a combination of debt paydown with proceeds from the IPO and operational execution that resulted in healthy cash generation. We remain optimistic about our future, as the comprehensive capabilities of our Legence team coupled with the market trends that have propelled our success to date, provide a firm basis for our positive outlook."
Third Quarter 2025 Consolidated Results:
Revenues for the third quarter of 2025 totaled $708.0 million, an increase of 26.2% from $560.8 million for the third quarter of 2024. Gross profit for the third quarter of 2025 was $148.1 million with gross margin of 20.9%, compared to gross profit of $118.5 million and gross margin of 21.1% for the third quarter of 2024. Net loss attributable to Legence for the third quarter of 2025 was $(0.6) million, or $(0.02) per diluted share, compared to a net loss of $1.1 million for the third quarter of 2024. Non-GAAP Adjusted EBITDA for the third quarter of 2025 was $88.8 million, an increase of 38.9% from $64.0 million for the third quarter of 2024. Refer to “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
1 Adjusted EBITDA and net debt are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included in the section titled “Non-GAAP Financial Measures.”
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Legence Corp. Consolidated Results
($ in thousands)Three Months Ended September 30,
20252024Year over Year Change
$%$%$%
Revenues:
Engineering & Consulting$212,172 30.0 %$193,797 34.6 %$18,375 9.5 %
Installation & Maintenance495,834 70.0 %367,007 65.4 %128,827 35.1 %
Consolidated Revenues$708,006 100.0 %$560,804 100.0 %$147,202 26.2 %
Three Months Ended September 30,
20252024Year over Year Change
$% Margin$% Margin$%
Gross Profit:
Engineering & Consulting$67,326 31.7 %$63,945 33.0 %$3,381 5.3 %
Installation & Maintenance80,733 16.3 %54,601 14.9 %$26,132 47.9 %
Consolidated Gross Profit$148,059 20.9 %$118,546 21.1 %$29,513 24.9 %
Non-GAAP Adjusted EBITDA$88,821 12.5 %$63,956 11.4 %$24,865 38.9 %
Engineering & Consulting Segment Results:
Engineering & Consulting segment revenue for the third quarter of 2025 totaled $212.2 million, an increase of 9.5% from $193.8 million for the third quarter of 2024, driven by higher demand for Engineering & Design service line, primarily from state & local government and life sciences & healthcare clients, and higher demand for Program & Project Management service line, primarily from hospitality & entertainment, partially offset by lower revenue from state & local government, education, and mixed-use clients.
Engineering & Consulting segment gross profit for the third quarter of 2025 totaled $67.3 million, an increase of 5.3% from $63.9 million for the third quarter of 2024. The increase was driven by organic revenue growth, partially offset by a slightly lower gross margin. The modest decrease in gross margin was driven by a higher percentage of subcontractor expenses and lower margin for the Engineering & Design service line, primarily from life sciences & healthcare and education clients, partially offset by a modest revenue mix shift towards the Engineering & Design service line.
Engineering & Consulting Segment Results
($ in thousands)Three Months Ended September 30,
20252024Year over Year Change
$%$%$%
Segment Revenues:
Engineering & Design$110,939 52.3 %$99,712 51.5 %$11,227 11.3 %
Program & Project Management101,233 47.7 %94,085 48.5 %7,148 7.6 %
Engineering & Consulting Revenues$212,172 100.0 %$193,797 100.0 %$18,375 9.5 %
Three Months Ended September 30,
20252024Year over Year Change
$% Margin$% Margin$%
Engineering & Consulting Gross Profit$67,326 31.7 %$63,945 33.0 %$3,381 5.3 %
Installation & Maintenance Segment Results:
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Installation & Maintenance segment revenue for the third quarter of 2025 totaled $495.8 million, an increase of 35.1% from $367.0 million for the third quarter of 2024. The increase was primarily due to greater demand in the Installation & Fabrication service line, primarily from data centers & technology as well as life sciences & healthcare clients, partially offset by lower revenue from mixed-use clients and hospitality & entertainment clients. Additionally, the revenue increase in our Maintenance & Service business was primarily due to strong demand from data centers & technology as well as life sciences & healthcare clients.
Installation & Maintenance segment gross profit for the third quarter of 2025 totaled $80.7 million, an increase of 47.9% from $54.6 million for the third quarter of 2024. The increase was primarily driven by strong revenue growth in both the Installation & Fabrication and Maintenance & Service service lines, as well as higher margins in the Installation & Fabrication service line, driven by strong project execution, partially offset by a revenue mix shift towards the Installation & Fabrication service line.
Installation & Maintenance Segment Results
($ in thousands)Three Months Ended September 30,
20252024Year over Year Change
$%$%$%
Segment Revenues:
Installation & Fabrication$408,717 82.4 %$289,428 78.9 %$119,289 41.2 %
Maintenance & Service87,117 17.6 %77,579 21.1 %9,538 12.3 %
Installation & Maintenance Revenues$495,834 100.0 %$367,007 100.0 %$128,827 35.1 %
Three Months Ended September 30,
20252024Year over Year Change
$% Margin$% Margin$%
Installation & Maintenance Gross Profit$80,733 16.3 %$54,601 14.9 %$26,132 47.9 %
Backlog and Awarded Contracts2
Backlog and awarded contracts totaled $3.1 billion at September 30, 2025, an increase of 29.4% from $2.4 billion at September 30, 2024. The consolidated book-to-bill ratio was 1.5x for the three month period ended September 30, 2025. Engineering & Consulting segment backlog and awarded contracts increased by 1.5% year over year, as growth in the state & local government end market was largely offset by education, data centers & technology and mixed-use end markets. Installation & Maintenance segment backlog and awarded contracts increased by 45.9% year over year, primarily driven by new projects within the data center & technology and life science & healthcare end markets, partially offset by the education end market.
Backlog and Awarded Contracts
($ in thousands)
As of September 30,Year over Year Change
20252024$%
Engineering & Consulting$894,734 $881,469 $13,265 1.5 %
Installation & Maintenance2,170,7141,488,102682,612 45.9 %
Total Backlog and Awarded Contracts$3,065,448 $2,369,571 $695,877 29.4 %
Book-to-bill ratio for the three months ended
September 301.5x1.3x
Book-to-bill ratio for the nine months ended
September 301.3x1.4x
2 See “Backlog and Awarded Contracts and Book-to-Bill Ratio” for more information.
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Acquisitions
On October 1, 2025, Legence completed the acquisitions of Arizona Pinnacle Engineering, LLC. (“AZPE”) and Innovative Mechanical & Design, LLC (“IMD”). AZPE, founded in 2000, is a Phoenix, Arizona-based MEP engineering firm providing expertise to the data center and industrial markets, along with other mission critical end markets. IMD, founded in 2016, is a Colorado-based mechanical contractor primarily serving the healthcare, industrial and education end markets in the Mountain West region. Combined revenues from AZPE and IMD for the full calendar year 2025, including the period prior to the acquisition by the Company, are estimated to be approximately $25 million. Total consideration for IMD and AZPE was approximately $22 million, of which approximately 21% was paid in equity.
Jeff Sprau, Chief Executive Officer of Legence, commented, “Legence is thrilled to welcome both Arizona Pinnacle Engineering and Innovative Mechanical & Design to our growing platform. AZPE has established itself as a well-respected, specialized engineering firm in the Phoenix, Arizona area that has successfully partnered with our Installation & Maintenance business on past projects. IMD expands our capabilities in the attractive Colorado and surrounding region marketplace, adds to our healthcare and education client base, and offers an additional area to expand our fabrication capacity. Both companies are examples of our thoughtful M&A strategy, offering strategic and cultural fit, strong returns and clear cross-selling opportunities."
Additionally, the Company today announced that it has entered into a definitive agreement to acquire The Bowers Group, Inc. (“Bowers”), a premier mechanical contractor headquartered in Beltsville, Maryland. Bowers specializes in providing comprehensive mechanical and plumbing solutions for complex building systems, serving a broad customer base primarily in the Northern Virginia and DC Metro region. Information about the transaction can be found on the Company’s investor relations website: https://investors.wearelegence.com/.
Balance Sheet
Upon successful completion of the Company’s initial public offering ("IPO"), including the partial exercise of the over-allotment option, Legence applied net proceeds of $780.2 million, after deducting underwriting discounts and commissions, to pay down a portion of our outstanding term loan facility. As a result, net debt as of September 30, 2025 was approximately $650 million and net leverage was 2.4 times, based on non-GAAP Adjusted EBITDA for the last 12 months ended September 30, 2025. See "Non-GAAP Financial Measures" for information regarding net debt and net leverage. As previously disclosed, on October 30, 2025, we entered into an amendment to our existing credit agreement, extending the maturity date of the term loan facility by three years to December 16, 2031 and reducing the applicable interest rate to Secured Overnight Financing Rate (SOFR) by 25 basis points. We also amended our revolving credit facility to increase the aggregate commitment amount to $200.0 million, extend the maturity date by approximately four years to September 22, 2030, and conform the interest rate applicable to the revolving credit facility to that of the term loan credit facility.
Guidance
Legence announces the following guidance for the fourth quarter of 2025:
•Total revenues of $600 million to $630 million; and
•Non-GAAP adjusted EBITDA of $60 million to $65 million.
Legence announces the following guidance for full year 2026:
•Total revenues of $2.65 billion to $2.85 billion; and
•Non-GAAP Adjusted EBITDA of $295 million to $315 million.
The guidance provided reflects Legence’s current operations and excludes any effect from the announced acquisition of Bowers, which is expected to close in the first quarter of 2026, pending customary closing conditions and
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regulatory approval. Information about the transaction, including separate guidance for Bowers, can be found on the Company’s investor relations website: https://investors.wearelegence.com/.
Conference Call
Legence will host a webcast and conference call to discuss its financial results on November 14, 2025 at 10:00 a.m. (Eastern Time). The webcast link to the call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website shortly after the call and will be available through December 14, 2025.
About Legence
Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.
Forward Looking Statements
Certain statements contained in this press release constitute “forward-looking statements.” All statements, other than statements of historical fact included in this press release regarding our strategy, future operations, financial position and guidance, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are not historical facts but rather are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, changes to economic and regulatory conditions and other trends in the markets in which we operate; our ability to compete effectively in our target markets; the business plans or financial condition of our customers; the regulations related to environmental, health and safety matters; the ability to receive necessary government permits and approvals; the future availability and price of materials and equipment necessary for the performance of our business; the risks associated with inflation, interest rates, recessionary economic conditions and commodity prices; the fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties; our clients’ reliance on third party financing; the recognition of all revenues from our backlog and awarded contracts; our receipt of all payments anticipated under awarded projects and customer contracts; the maintenance of safe work sites and equipment; restrictions imposed by our existing and any future indebtedness; our exposure to costs and liabilities under environmental, health and safety laws; misconduct and errors by employees, subcontractors, partners or third party service providers; and the other risks described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our final prospectus, dated September 11, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on September 15, 2025 (the "Prospectus"), in connection with our IPO. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary
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statements in the Prospectus and in the Company’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.
Contact
Media: media@wearelegence.com
Investor Relations: ir@wearelegence.com
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Legence Corp.
Condensed Consolidated Statements of Operations
(In thousands, except per share data) (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue$708,006 $560,804 $1,812,849 $1,550,387 
Cost of revenue559,947 442,258 1,424,412 1,232,561 
Gross profit148,059 118,546 388,437 317,826 
Selling, general and administrative85,887 67,199 227,814 179,848 
Depreciation and amortization24,183 25,475 75,619 70,738 
Acquisition-related costs795 154 971 5,593 
Loss (gain) on sale of property and equipment21 — (199)— 
Equity in earnings of joint venture(24)(1,233)(848)(3,131)
Income from operations37,197 26,951 85,080 64,778 
Other expense (income):
Interest expense (including $3,312 and $3,368 for the three months in 2025 and 2024, respectively, and $11,776 and $9,963 for the nine months in 2025 and 2024, respectively, from related parties)28,183 23,707 88,228 65,392 
Interest income(1,069)(523)(2,588)(4,356)
Loss on debt extinguishment5,685 — 5,685 — 
Credit agreement amendment fees64 — 2,990 4,119 
Other income, net(123)(121)(268)(434)
Total other expense, net32,740 23,063 94,047 64,721 
Income (loss) before income tax4,457 3,888 (8,967)57 
Income tax expense4,078 4,564 13,662 9,500 
Net income (loss)379 (676)(22,629)(9,443)
Net income attributable to noncontrolling interests955 407 4,430 407 
Net loss attributable to Legence$(576)$(1,083)$(27,059)$(9,850)
Period from September 12, 2025 to September 30, 2025Period from September 12, 2025 to September 30, 2025
Net loss per Class A Common Stock—basic and diluted$(0.02)$(0.02)
Weighted-average Class A Common Stock outstanding—basic and diluted58,511 58,511 
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Legence Corp.
Condensed Consolidated Balance Sheets
(In thousands) (Unaudited)
September 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$176,034 $81,167 
Accounts receivable, net588,433 448,610 
Contract assets, net234,302 188,132 
Prepaid expenses and other current assets39,038 38,506 
Total current assets1,037,807 756,415 
Property and equipment, net of accumulated depreciation of $92,084 and $70,676 as of September 30, 2025 and December 31, 2024, respectively81,094 73,381 
Operating lease right-of-use assets (including $20,705 and $23,375 as of September 30, 2025 and December 31, 2024, respectively, from related parties)106,469 90,922 
Goodwill782,931 781,194 
Intangible assets, net562,361 624,250 
Other assets29,607 26,338 
Total assets$2,600,269 $2,352,500 
Liabilities and Equity
Current liabilities:
Accounts payable$224,256 $126,502 
Accrued compensation and benefits89,832 54,601 
Accrued and other current liabilities25,659 28,490 
Contract liabilities285,894 164,130 
Current portion of operating lease liabilities (including $3,906 and $3,654 as of September 30, 2025 and December 31, 2024, respectively, from related parties)18,051 14,402 
Current portion of long-term debt16,301 22,984 
Total current liabilities659,993 411,109 
Long-term debt, net of current portion (including $87,486 and $211,039 as of September 30, 2025 and December 31, 2024, respectively, from related parties)812,628 1,585,846 
Operating lease liabilities, net of current portion (including $17,997 and $20,960 as of September 30, 2025 and December 31, 2024, respectively, from related parties)94,568 80,669 
Tax receivable agreement liability - related party146,474 — 
Deferred tax liabilities, net41,543 35,428 
Other long-term liabilities17,590 35,856 
Total liabilities1,772,796 2,148,908 
Commitments and contingencies
Stockholders' equity / Member's equity
Member's equity— 443,738 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as of September 30, 2025— — 
Class A common stock $0.01 par value, 1,000,000,000 shares authorized, 58,510,567 shares issued and outstanding as of September 30, 2025585 — 
Class B common stock $0.01 par value, 200,000,000 shares authorized, 46,680,762 shares issued and outstanding as of September 30, 2025467 — 
Additional paid-in capital664,299 — 
Accumulated deficit(277,228)(250,169)
Accumulated other comprehensive (loss) income(248)9,111 
Total Legence stockholders' equity / Member's equity387,875 202,680 
Noncontrolling interests439,598 912 
Total stockholders' equity / Member's equity827,473 203,592 
Total liabilities and stockholders' equity / Member's equity$2,600,269 $2,352,500 

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Legence Corp.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
Nine Months Ended September 30,
20252024
Cash flows from operating activities:
Net loss$(22,629)$(9,443)
Adjustments to reconcile net loss to cash provided by operating activities:
Amortization of intangible assets61,888 59,506 
Depreciation of property and equipment23,723 21,481 
Amortization of debt issuance costs and discounts3,007 3,665 
Stock-based compensation21,881 8,726 
Deferred taxes6,378 (4,616)
Equity in earnings of joint venture(848)(3,131)
Return on investment in joint venture500 — 
Operating lease right-of-use asset lease expense12,959 9,332 
Loss on debt extinguishment5,685 — 
Other148 3,320 
Changes in operating assets and liabilities:
Accounts receivable, net(139,448)14,518 
Contract assets(46,182)(48,115)
Prepaid expenses and other current assets1,198 (258)
Accounts payable94,542 9,904 
Accrued compensation and benefits34,355 21,183 
Accrued and other current liabilities(4,110)(35,799)
Contract liabilities120,027 (20,855)
Operating lease liabilities, current and long-term(10,727)(7,527)
Other long-term assets and liabilities(223)1,338 
Cash provided by operating activities162,124 23,229 
Cash flows from investing activities:
Purchases of property and equipment(24,734)(12,776)
Consideration paid for acquisitions, net of cash acquired(453)(220,115)
Proceeds from sale of property and equipment226 191 
Cash used in investing activities(24,961)(232,700)
Cash flows from financing activities:
Term loan borrowings (including $2,495 and $38,500 in 2025 and 2024, respectively, from related parties)2,495 250,000 
Term loan payments (including $74,826 in 2025 to related parties)(795,073)(9,572)
Notes payable payments(6,102)(3,990)
Finance lease payments(2,694)(1,798)
Cash distributions to Legence Parent— (1,662)
Cash contributions from Legence Parent— 400 
Proceeds from IPO, net of discounts780,243 — 
Debt issuance costs— (1,091)
Payments of contingent consideration (including ($20,663) in 2024 from related parties)— (32,429)
Payments for deferred offering costs(21,165)— 
Cash (used in) provided by financing activities(42,296)199,858 
Increase (decrease) in cash and cash equivalents94,867 (9,613)
Cash and cash equivalents, beginning of period81,167 88,920 
Cash and cash equivalents, end of period$176,034 $79,307 
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Non-GAAP Financial Measures
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), our earnings release contains non-GAAP financial measures as described below.
In addition, this press release includes certain projections of the non-GAAP financial measure Adjusted EBITDA. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Net Debt
Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash equivalents. The Company believes this non-GAAP measure is useful to investors as it provides a measure to compare debt less cash and cash equivalents across periods on a consistent basis.
Adjusted EBITDA
Adjusted EBITDA is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. EBITDA is defined as earnings before interest and other financing expenses, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude goodwill impairment, net loss on sale and disposition of property and equipment, changes in the fair value of contingent consideration liabilities, acquisition and integration costs, system deployment costs, strategic initiative costs, stock-based compensation expense, profits from an accelerated project sale, credit agreement amendment fees and litigation settlements. Adjusted EBITDA should not be considered an alternative to net loss that is derived in accordance with GAAP. Management believes that the exclusion of the above-described items from net loss in the presentation of the non-GAAP measure identified above enables us and our investors to more effectively evaluate our operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.
The following table provides a reconciliation of our net loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA for the periods presented herein (in thousands):

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Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income (loss)
$379$(676)$(22,629)$(9,443)
Interest expense
28,18323,70788,22865,392
Interest income
(1,069)(523)(2,588)(4,356)
Income tax expense
4,0784,56413,6629,500
Depreciation and amortization
27,49028,66685,61180,987
Credit agreement amendment fees(1)
64—2,9904,119
Net loss (gain) on sale and disposition of property and equipment
21(118)(199)(299)
Loss on debt extinguishment5,685—5,685—
Acquisition and integration costs(2)
1,1698812,9357,069
System deployment costs(3)
—1,3932,1403,909
Strategic initiative costs(4)
4,1812,02214,1287,233
Stock-based compensation expense
18,6404,04021,8818,726
Adjusted EBITDA$88,821$63,956$211,844$172,837
Net income (loss) margin
0.1 %(0.1)%(1.2)%(0.6)%
Adjusted EBITDA margin
12.5 %11.4 %11.7 %11.1 %
(1)Represents costs incurred in connection with our debt refinancings in each of the periods presented.
(2)For the three months ended September 30, 2025 and 2024, the figures include $0.8 million and $0.2 million, respectively, of acquisition costs recorded in acquisition-related costs and $0.4 million and $0.7 million, respectively, of acquisition integration costs recorded in selling, general and administrative costs in the Consolidated Condensed Statement of Operations. For the nine months ended September 30, 2025 and 2024, the figures include $1.0 million and $5.6 million, respectively, of acquisition costs recorded in acquisition-related costs and $1.9 million and $1.5 million, respectively, of acquisition integration costs recorded in selling, general and administrative costs in the Consolidated Condensed Statement of Operations.
(3)Represents consulting and initial upfront costs associated with implementing and optimizing certain enterprise resource planning systems, including IFS, Onestream and Ceridian Dayforce.
(4)Represents (i) consulting costs associated with rebranding efforts in connection with our name change to Legence that we do not expect to recur in the future, (ii) upfront consulting and out-of-pocket costs related to developing and launching the cross-selling framework amongst our brands, many of which were more recently acquired and integrated into the Legence brand, (iii) consulting and legal fees associated with education and marketing efforts for our clients with respect to utilizing certain government incentive programs and (iv) consulting, legal, accounting, and other expenses in connection with non-recurring extraordinary company transactions, including fees related to our IPO that did not meet the requirements to be deferred issuance costs.

Backlog and Awarded Contracts and Book-to-Bill Ratio
We also track backlog and awarded contracts and our book-to-bill ratio. We believe that backlog and awarded contracts and book-to-bill ratio enable us to more effectively forecast our future results and working capital needs, as well as better identify future operating trends that may not otherwise be apparent. Backlog represents, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects. Awarded contracts represents, as of any date of determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed. We calculate our book-to-bill ratio by taking our additions to backlog and awarded contracts, excluding additions that were attained through acquisition, for the period, and dividing it by revenue from fixed-price contracts for the same period. Given that backlog and awarded contracts and book-to-bill ratio are operational measures and that our methodology for calculating each such measure does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required nor provided.
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