LGN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Rising or consistently high rates of inflation, including as a result of geopolitical tensions and trade wars, have the potential to increase costs of labor and other inputs for our services. We have experienced, and may experience in the future, higher than expected inflation, including escalating …

• Financial instruments that potentially subject us to a concentration of credit risk consist principally of contract assets and accounts receivable. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor the exposure for credit losses and maintai…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• While inflation pressures have recently and relatively subsided, rising or consistently high rates of inflation, including as a result of geopolitical tensions and trade wars, have the potential to increase costs of labor and other inputs for our services. We have experienced, and may experience in …

• commodity and other supply chain costs and disruptions. If our costs are subject to significant inflationary pressures, we may not be able to offset such higher costs through price increases, which could adversely affect our business, results of operations or financial condition.

• Financial instruments that potentially subject us to a concentration of credit risk consist principally of contract assets and accounts receivable. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor the exposure for credit losses and maintai…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• We and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

• reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Specifically, we did not (i) design and implement effective general information technology controls (“GITCs”) for multiple business unit…

• In response to the material weaknesses described above, our management, with the oversight of the Audit Committee, is in the process of developing and implementing a remediation plan. During the first quarter of 2026, we have continued to implement a more robust internal control IT framework that in…

• The material weaknesses will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of its reme…

• If we are unable to remediate our existing material weaknesses or identify additional material weaknesses and are unable to comply with the requirements of Section 404 of SOX in a timely manner or attest, starting with the filing of our Annual Report on Form 10-K for the year ended December 31, 2026…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• In connection with the audit of our financial statements for the year ended December 31, 2024, we and our independent registered public accounting firm, identified certain control deficiencies in the design and implementation of our internal control over financial reporting that in aggregate constit…

• Our management is in the process of developing and implementing a remediation plan. The material weakness will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these…

• If we are unable to remediate our existing material weakness or identify additional material weaknesses and are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or attest, starting with the filing of our annual report for the year ended Decem…

• Except for the remediation efforts related to the identification of the material weakness described above, there was no change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the three months ended September 3…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Equity Purchase Agreement, dated as of November 13, 2025, by and among The Bowers Group, Inc., a Maryland corporation, Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008, collectively as the sellers, Legence Subsidiary Holdings, LLC…

• Amendment No. 13 to Credit Agreement, dated as of January 15, 2026 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, File No. 001-42838, filed with the Commission on March 30, 2026).

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• On November 13, 2025, the Company and its wholly owned subsidiary, Legence Subsidiary Holdings, LLC, a Delaware limited liability company (the “Bowers Purchaser”), entered into an Equity Purchase Agreement (the “Bowers Purchase Agreement”) with The Bowers Group, Inc., a Maryland corporation (“Bowers…

• At the closing of the transactions contemplated by the Bowers Purchase Agreement (the “Closing”), on the terms and subject to the conditions set forth in the Bowers Purchase Agreement, the Bowers Purchaser will acquire all of the outstanding Bowers Interests from Bowers NewCo in exchange for: (i) ap…

• In addition, on the terms and subject to the conditions set forth in the Bowers Purchase Agreement, on December 31, 2026 (the “Deferred Consideration Date”), Bowers NewCo will receive an amount equal to $50.0 million (the “Deferred Consideration”), payable in either, or any combination of, as determ…

• As used above, the term “Reference Price” means the volume weighted average sales price of the Class A Common Stock, as traded on The Nasdaq, calculated for the 10 trading day period ending on the last trading day that occurs at least 3 days prior to either (a) November 13, 2025, with respect to the…

• The Closing is subject to the satisfaction or waiver of customary closing conditions set forth in the Bowers Purchase Agreement, including (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards and customary qualifications), (b) compliance by…