SPX Technologies, Inc 10-Q for FY2025 Q2
SPX Technologies, Inc. (SPXC)
10-Q
2025-08-01
For: 2025-06-28
View Original
Added on
April 10, 2026
About this 10-Q
SPX Technologies, Inc filed this 10-Q on August 1, 2025, covering the quarter ended June 28, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $552.4M
- up 10.2% from $501.3M a year earlier
- Net income
- $52.2M
- up 18.1% from net income of $44.2M a year earlier
- Diluted EPS
- $1.10
- up 17.0% from $0.94 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 28, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-6948
(Exact Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(980 ) 474-3700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.
Common shares outstanding July 25, 2025, 46,758,155
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q INDEX
PART I—FINANCIAL INFORMATION
ITEM 1. Financial Statements
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; in millions, except per share amounts)
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Special charges, net | ( | ||||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | |||||||||||||||||||||||
| Loss on disposition of discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic income per share of common stock: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of common shares outstanding — basic | |||||||||||||||||||||||
| Diluted income per share of common stock: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of common shares outstanding — diluted | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these statements.
3
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share data)
| June 28, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment: | |||||||||||
| Land | |||||||||||
| Buildings and leasehold improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Other assets | |||||||||||
| Deferred income taxes | |||||||||||
Assets of DBT and Heat Transfer (includes cash and equivalents of $ | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Accrued expenses | |||||||||||
| Income taxes payable | |||||||||||
| Short-term debt | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred and other income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Liabilities of DBT and Heat Transfer (Note 3) | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingent liabilities (Note 15) | |||||||||||
| Stockholders' Equity: | |||||||||||
Common stock ( | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
Common stock in treasury ( | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
4
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; in millions)
| Three months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | |||||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | ||||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Six months ended June 28, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | |||||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | ||||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Three months ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | — | |||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Six months ended June 29, 2024 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | — | |||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at June 29, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
| Six months ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Cash flows from (used in) operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Less: Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
| Adjustments to reconcile income from continuing operations to net cash from operating activities: | |||||||||||
| Special charges, net | |||||||||||
| (Gain) loss on change in fair value of equity security | ( | ||||||||||
| Amortization of compensation expense related to acquisition (Refer to Note 3) | |||||||||||
| Deferred and other income taxes | ( | ( | |||||||||
| Depreciation and amortization | |||||||||||
| Pension and other employee benefits | |||||||||||
| Long-term incentive compensation | |||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions and divestitures: | |||||||||||
| Accounts receivable and other assets | ( | ( | |||||||||
| Contribution related to employee retention agreements from acquisition (Refer to Note 3) | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable, accrued expenses and other | ( | ( | |||||||||
| Cash spending on restructuring actions | ( | ( | |||||||||
| Net cash from continuing operations | |||||||||||
| Net cash used in discontinued operations | ( | ( | |||||||||
| Net cash from operating activities | |||||||||||
| Cash flows from (used in) investing activities: | |||||||||||
| Proceeds/borrowings related to company-owned life insurance policies, net | |||||||||||
| Business acquisitions, net of cash acquired | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash used in continuing operations | ( | ( | |||||||||
| Net cash from (used in) discontinued operations | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from (used in) financing activities: | |||||||||||
| Borrowings under senior credit facilities | |||||||||||
| Repayments under senior credit facilities | ( | ( | |||||||||
| Borrowings under trade receivables arrangement | |||||||||||
| Repayments under trade receivables arrangement | ( | ( | |||||||||
| Net borrowings (repayments) under other financing arrangements | ( | ||||||||||
| Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options | ( | ( | |||||||||
| Net cash from continuing operations | |||||||||||
| Net cash from (used in) discontinued operations | |||||||||||
| Net cash from financing activities | |||||||||||
| Change in cash and equivalents due to changes in foreign currency exchange rates | |||||||||||
| Net change in cash and equivalents | ( | ||||||||||
| Consolidated cash and equivalents, beginning of period | |||||||||||
| Consolidated cash and equivalents, end of period | $ | $ | |||||||||
| Six months ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Components of cash and equivalents: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Cash and equivalents included in assets of DBT and Heat Transfer | |||||||||||
| Total cash and equivalents | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
6
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except per share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated, “we,” “us” and “our” mean SPX Technologies, Inc. and its consolidated subsidiaries (“SPX”).
We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations).
We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All of our VIE’s are immaterial, individually and in aggregate, to our condensed consolidated financial statements.
From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q.
Acquisition of Ingénia
On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc. (“Ingénia”) which specializes in the design and manufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets. We purchased Ingénia for cash consideration of $292.0 , net of (i) an adjustment to the purchase price of $2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5 . The post-acquisition operating results of Ingénia are reflected within our HVAC reportable segment.
Acquisition of KTS
On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc. (“KTS”) which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry. We purchased KTS for net cash consideration of $342.4 , inclusive of amounts related to future service obligations of certain existing employees of $46.5 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The post-acquisition operating results of KTS are reflected within our Detection and Measurement reportable segment. We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities.
Acquisition of Sigma & Omega
On April 15, 2025, we completed the acquisition of Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”) which specialize in highly engineered hydronic heating and cooling equipment, including vertical stack heat pumps and fan coils, institutional heating products, and both air-cooled and water-cooled commercial self-contained units. We purchased Sigma & Omega for cash consideration of $143.6 , net of cash acquired of $0.2 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The acquisition was financed primarily through cash on hand, supplemented by borrowings on our revolving credit facilities under our senior credit facilities. The post-acquisition operating results of Sigma & Omega are reflected within our HVAC reportable segment.
The assets acquired and liabilities assumed in the KTS and Sigma & Omega transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain tax amounts and other judgmental reserves.
7
Other
We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2025 are March 29, June 28, and September 27, compared to the respective March 30, June 29, and September 28 dates of 2024. We had two less days in the first quarter of 2025 and will have one more day in the fourth quarter of 2025 than in the respective 2024 periods. It is not practicable to estimate the impact of the two less days on our consolidated operating results for the six months ended June 28, 2025, when compared to the consolidated operating results for the respective 2024 period.
(2) NEW ACCOUNTING PRONOUNCEMENTS
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In December 2023, the FASB issued ASU No. 2023-09, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating the disclosure impact of ASU 2023-09; however, the standard will not have an impact on our consolidated financial position, results of operations or cash flows.
In November 2024, the FASB issued ASU No. 2024-03, which requires companies to disclose, on an interim and annual basis, additional information about specific expense categories in the notes to the financial statements. In addition, ASU 2024-03 requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and, on an annual basis, disclose the total amount of selling expenses and our definition of selling expenses. ASU 2024-03, further clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply the standard retrospectively, with early adoption permitted. We are currently evaluating the disclosure impact of ASU 2024-03; however, the standard will not have an impact on our consolidated financial position, results of operations or cash flows.
(3) ACQUISITIONS AND DISCONTINUED OPERATIONS
Acquisitions
From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q. During the six months ended June 28, 2025, cash outflows, net of cash acquired, related to this activity totaled $8.2 . The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.
Acquisition of Sigma & Omega
As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $143.6 , net of cash acquired of $0.2 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The pro forma effect of this acquisition is not material to our condensed consolidated results of operations.
8
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:
| Assets acquired: | ||||||||
Current assets, including cash and equivalents of $ | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
| Deferred and other income taxes | ||||||||
| Net assets acquired | $ | |||||||
The identifiable intangible assets acquired consist of customer relationships, customer backlog, technology, and definite-lived trademarks of $56.3 , $8.9 , $8.5 , and $3.9 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the customer relationships and contracts, customer backlog, technology, and definite-lived trademarks over 11.0 , 1.0 , 9.0 , and 8.0 years, respectively.
We acquired gross receivables of $9.6 , which had a fair value of $9.3 at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for Sigma & Omega's existing operations, increased volumes achieved by selling Sigma & Omega products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and a net loss for Sigma & Omega of $15.1 0.4 4.4 associated with amortization of the various intangible assets mentioned above.
Acquisition of KTS
As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for net cash consideration of $342.4 , inclusive of amounts paid related to future service obligations of certain employees of $46.5 described further below. We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities. The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.
In connection with the acquisition of KTS, and as required by the acquisition agreement, we assumed employee retention agreements with certain employees, totaling $46.5 , that include future service obligations. In the event employees forfeit any amounts under the terms of the agreements, such amounts are due to the seller of KTS. We funded the amounts related to these retention agreements through a reduction in the purchase price, with $46.5 paid into an escrow account at the time of the acquisition closing, as required by the acquisition agreement. The deferred compensation assets related to these agreements will be amortized over the agreement terms which range from 2 to 8 years. During the three and six months ended June 28, 2025, we recognized compensation costs of $6.6 and $10.9 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements. The remaining deferred compensation assets of $19.5 and $16.1 are recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet as of June 28, 2025.
9
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:
| Assets acquired: | ||||||||
Current assets(1) | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
Other assets(1) | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
| Other long-term liabilities | ||||||||
| Net assets acquired | $ | |||||||
___________________________
(1)Includes $26.2 and $20.3 within “Current assets” and “Other assets”, respectively, for deferred compensation assets related to the employee retention agreements discussed previously.
The identifiable intangible assets acquired consist of technology, customer relationships and contracts, trademarks, and customer backlog of $79.8 , $70.7 , $6.7 , and $7.3 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, trademarks, and customer backlog assets over 12.0 , 15.0 , 9.0 , and 2.0 years, respectively.
We acquired gross receivables of $7.2 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for KTS's existing operations, increased volumes achieved through product synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect the goodwill described above to be deductible for tax purposes.
We recognized revenues and net losses for KTS of $21.6 and $30.1 , and $2.5 and $8.9 , respectively, for the three and six months ended June 28, 2025, with the net losses impacted by charges during the three and six months ended June 28, 2025 of (i) $6.6 and $10.9 , respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $6.0 and $9.2 , respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $0.5 and $0.8 , respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
Acquisition of Ingénia
As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $292.0 , net of (i) an adjustment to the purchase price of $2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5 . We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities. The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.
10
The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Ingénia as of February 7, 2024:
| Assets acquired: | ||||||||
Current assets, including cash and equivalents of $ | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
| Deferred and other income taxes | ||||||||
| Net assets acquired | $ | |||||||
The identifiable intangible assets acquired consist of technology, customer relationships and contracts, trademarks, and customer backlog of $46.7 , $23.5 , $13.9 , and $13.8 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships, trademarks, and customer backlog assets over 12.0 , 7.0 , 8.0 , and 1.0 years, respectively.
We acquired gross receivables of $16.1 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected market growth for Ingénia's existing operations, increased volumes achieved by selling Ingénia’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect no ne of the goodwill described above to be deductible for tax purposes.
During the three and six months ended June 28, 2025, we incurred acquisition-related and other costs for Ingénia, KTS and Sigma & Omega of $7.7 and $15.6 , respectively. During the three and six months ended June 29, 2024 we incurred acquisition-related and other costs for Ingénia of $1.3 and $3.9 , respectively. These costs have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations. In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:
| Acquisition-related and other costs for Ingénia, KTS and Sigma & Omega | ||||||||||||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||||||||||||
| Affected line item in Note 6 | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||
| Corporate expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisition-related and other costs | ||||||||||||||||||||||||||
| Consolidated operating income | $ | $ | $ | $ | ||||||||||||||||||||||
11
The following unaudited pro forma information presents our condensed consolidated results of operations for the three and six months ended June 28, 2025 and June 29, 2024, respectively, as if the acquisitions of KTS and Ingénia had taken place on January 1, 2024 and January 1, 2023, respectively. The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of KTS and Ingénia. These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment, intangible assets and compensation costs related to acquired retention agreements, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning during the first quarter of 2024 for KTS and first quarter of 2023 for Ingénia, and the related income tax effects.
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Income from continuing operations per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Wind-Down of DBT Business
We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) business after ceasing all operations, including those related to two large power projects in South Africa — Kusile and Medupi, in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented. As previously disclosed, DBT had asserted claims against the remaining prime contractor on the large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), which had also asserted claims against DBT.
As previously disclosed in our 2024 Annual Report on Form 10-K, on September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”). The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects. It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full.
12
The assets and liabilities of DBT have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of June 28, 2025 and December 31, 2024. The major line items constituting DBT’s assets and liabilities as of June 28, 2025 and December 31, 2024 are shown below:
| June 28, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and equivalents | $ | $ | ||||||||||||
Other current assets(1) | ||||||||||||||
| Total assets of DBT | $ | $ | ||||||||||||
| LIABILITIES | ||||||||||||||
Accounts payable(1) | $ | $ | ||||||||||||
Contract liabilities(1) | ||||||||||||||
Accrued expenses(1) | ||||||||||||||
Other long-term liabilities(1) | ||||||||||||||
| Total liabilities of DBT | $ | $ | ||||||||||||
___________________________
Wind-Down of the Heat Transfer Business
We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.
The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of June 28, 2025 and December 31, 2024. The major line items constituting Heat Transfer’s assets and liabilities as of June 28, 2025 and December 31, 2024 are shown below:
| June 28, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and equivalents | $ | $ | ||||||||||||
| Other current assets | ||||||||||||||
| Total assets of Heat Transfer | $ | $ | ||||||||||||
| LIABILITIES | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Total liabilities of Heat Transfer | $ | $ | ||||||||||||
Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g. income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.
13
For the three and six months ended June 28, 2025 and June 29, 2024, results of operations from our businesses reported as discontinued operations were as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
Loss from discontinued operations(1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income tax provision | ( | ( | |||||||||||||||||||||
| Loss from discontinued operations, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
________________________________
(1)Loss for the three and six months ended June 28, 2025 and June 29, 2024 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.
(4) REVENUES FROM CONTRACTS
Disaggregated Revenues
We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended June 28, 2025 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Six months ended June 28, 2025 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
14
| Three months ended June 29, 2024 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Six months ended June 29, 2024 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
Contract Balances
Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets.
Our contract balances consisted of the following as of June 28, 2025 and December 31, 2024:
| Contract Balances | June 28, 2025 | December 31, 2024 | Change | ||||||||||||||
Contract Accounts Receivable(1) | $ | $ | $ | ||||||||||||||
| Contract Assets | |||||||||||||||||
| Contract Liabilities - current | ( | ( | ( | ||||||||||||||
Contract Liabilities - non-current(2) | ( | ( | |||||||||||||||
| Net contract balance | $ | $ | $ | ||||||||||||||
___________________________
(1)Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets.
(2)Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets.
15
Our contract balances consisted of the following as of June 29, 2024 and December 31, 2023:
| Contract Balances | June 29, 2024 | December 31, 2023 | Change | ||||||||||||||
| Contract Accounts Receivable | $ | $ | $ | ||||||||||||||
| Contract Assets | |||||||||||||||||
| Contract Liabilities - current | ( | ( | |||||||||||||||
| Contract Liabilities - non-current | ( | ( | |||||||||||||||
| Net contract balance | $ | $ | $ | ||||||||||||||
The timing of revenue recognition, invoicing and cash collections results in Contract Accounts Receivable, contract assets, and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets. In general, we receive payments from customers based on a billing schedule established in our contracts. During the three and six months ended June 28, 2025, changes in contract balances were not significantly impacted by any other factors besides the acquisition of KTS. At June 28, 2025, Contract Account Receivables, contract assets, and current contract liabilities attributable to KTS were $2.7 , $5.1 , and $8.6 , respectively.
During the three and six months ended June 28, 2025, we recognized revenues of $10.3 and $39.0 , respectively, related to our contract liabilities at December 31, 2024. During the three and six months ended June 29, 2024, we recognized revenues of $14.2 and $40.7 , respectively, related to our contract liabilities at December 31, 2023.
Performance Obligations
As of June 28, 2025, the aggregate amount allocated to remaining performance obligations was $221.4 . We expect to recognize revenue on approximately 45 % and 61 % of these remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.
(5) LEASES
There have been no material changes to our finance leases during the three and six months ended June 28, 2025.
(6) INFORMATION ON REPORTABLE SEGMENTS AND CORPORATE EXPENSE
We are a global supplier of highly specialized, engineered solutions with operations in 16 countries and sales in over 100 countries around the world.
In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (the “Codification”). We have aggregated our operating segments into the following two reportable segments: HVAC and Detection and Measurement. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment.
Our CODM, who is our President and Chief Executive Officer, uses segment income to evaluate the results of each operating segment. Segment income is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs. There have been no changes in the basis of segmentation or measurement of segment income during 2025. Our CODM assesses segment income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources. The only significant segment expense categories reviewed by our CODM are total selling, general, and administrative expense and cost of products sold. Our CODM does not review asset or liability information for our operating segments as this information is not used to assess performance or allocate resources.
HVAC Reportable Segment
Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement and handling solutions for the HVAC industrial, commercial, data center, and power generation markets, as well as hydronic and electrical heating and ventilation products for the residential, institutional, industrial, and commercial markets. The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a global customer base in North America, Europe, and Asia.
16
Detection and Measurement Reportable Segment
Our Detection and Measurement reportable segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa, and Asia.
Corporate Expense
Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina.
Financial data for our reportable segments for the three and six months ended June 28, 2025 and June 29, 2024 are presented below:
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of product sold | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of product sold | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Consolidated income for segments | |||||||||||||||||||||||||||||||||||
| Corporate expense | |||||||||||||||||||||||||||||||||||
Acquisition-related and other costs (1) | |||||||||||||||||||||||||||||||||||
| Long-term incentive compensation expense | |||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||||||||||||||
| Special charges, net | ( | ||||||||||||||||||||||||||||||||||
Other operating expense, net(2) | |||||||||||||||||||||||||||||||||||
| Consolidated operating income | |||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||||||||||||||
| HVAC reportable segment | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||||||||||||||
| HVAC reportable segment | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
17
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Geographic Areas: | |||||||||||||||||||||||
Revenues: (3) | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| United Kingdom | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| June 28, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Tangible Long-Lived Assets: | |||||||||||||||||||||||
| United States | $ | $ | |||||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total tangible long-lived assets | $ | $ | |||||||||||||||||||||
________________________________
(1)Represents integration costs incurred in connection with acquisitions of $6.9 and $13.3 during the three and six months ended June 28, 2025, respectively, and $2.3 and $4.9 during the three and six months ended June 29, 2024, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the KTS acquisition of $0.5 and $0.8 during the three and six months ended June 28, 2025, respectively, and the Ingénia acquisition of $0.9 and $1.8 during the three and six months ended June 29, 2024.
(2)The charge of $8.4
(7) SPECIAL CHARGES, NET
Special charges, net, for the three and six months ended June 28, 2025 and June 29, 2024 are described in more detail below:
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||||||||||||||
| HVAC reportable segment | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | ( | ||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
HVAC — Charges for the six months ended June 28, 2025 and three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at one of the segment’s cooling businesses.
Detection and Measurement — Charges for the six months ended June 29, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business. Charges for the three and six months ended June 29, 2024 primarily related to recording, and subsequent adjustments of, severance costs associated with restructuring actions at the segment's inspection and rehabilitation and aids to navigation businesses.
Corporate — Charges for the six months ended June 28, 2025 related primarily to severance costs associated with a restructuring action.
No significant future charges are expected to be incurred under actions approved as of June 28, 2025.
18
The following is an analysis of our restructuring liabilities for the six months ended June 28, 2025 and June 29, 2024:
| Six months ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Special charges | |||||||||||
| Utilization — cash | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
(8) INVENTORIES, NET
Inventories are accounted for under the first-in, first-out method and are comprised of the following at June 28, 2025 and December 31, 2024:
| June 28, 2025 | December 31, 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials and purchased parts | |||||||||||
| Total inventories | $ | $ | |||||||||
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the six months ended June 28, 2025 were as follows:
__________________________
| December 31, 2024 | Goodwill Resulting from Business Combinations (1) | Foreign Currency Translation | June 28, 2025 | ||||||||||||||||||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | |||||||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | |||||||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1)Reflects (i) goodwill acquired with the KTS and Sigma & Omega acquisitions of $105.0 and $75.8 , respectively, and an immaterial acquisition within the HVAC reportable segment. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the KTS and Sigma & Omega acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
19
Other Intangibles, Net
Identifiable intangible assets at June 28, 2025 and December 31, 2024 comprised the following:
| June 28, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||
Intangible assets with determinable lives: (1) | |||||||||||||||||||||||||||||||||||
| Customer relationships and contracts | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||
| Patents | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||||||||
| Trademarks with indefinite lives | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
__________________________
(1)The gross carrying value of identifiable intangible assets acquired with the KTS acquisition consist of technology of $79.8 , customer relationships and contracts of $70.7 , definite-lived trademarks of $6.7 , and customer backlog of $7.3 . The gross carrying value of identifiable intangible assets acquired with the Sigma & Omega acquisition consist of customer relationships and contracts of $56.3 , customer backlog of $8.9 , technology of $8.5 , and definite-lived trademarks of $3.9 .
In connection with the acquisitions of KTS and Sigma & Omega, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $90.0 for the full year 2025, $73.0 for 2026, and $70.0
At June 28, 2025, the net carrying value of intangible assets with determinable lives consisted of $439.8 in the HVAC reportable segment and $253.0 in the Detection and Measurement reportable segment. At June 28, 2025, trademarks with indefinite lives consisted of $157.0 in the HVAC reportable segment and $64.9 in the Detection and Measurement reportable segment.
We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.
The fair value of the net assets related to the Sigma & Omega, KTS and Ingénia acquisitions approximate their respective carrying values. If Sigma & Omega, KTS or Ingénia are unable to achieve their current financial forecasts, or there is a change in key assumptions used in the fair value analyses (e.g. projected revenues and profit growth rates, industry price multiples, discount rates, etc.), we may be required to record an impairment charge in a future period related to their goodwill. As of June 28, 2025, Sigma & Omega, KTS and Ingénia's goodwill totaled $76.6 , $105.0 and $139.7 , respectively.
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(10) WARRANTY
The following is an analysis of our product warranty accrual for the periods presented:
| 10 | Six months ended | ||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Provisions | |||||||||||
| Usage | ( | ( | |||||||||
| Balance at end of period | |||||||||||
| Less: Current portion of warranty | |||||||||||
| Non-current portion of warranty | $ | $ | |||||||||
(11) EMPLOYEE BENEFIT PLANS
During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans (collectively, the “Canadian Pension Plans”). We received regulatory approval for the wind-up which was completed during the first quarter of 2025. This transaction resulted in a settlement loss of $0.3 recorded in net periodic pension benefit expense during the six months ended June 28, 2025. In addition, and in connection with this wind-up, we remeasured the assets and liabilities of the Canadian Pension Plans, which resulted in a loss of $0.5 recorded in net periodic pension benefit expense for the six months ended June 28, 2025. Lastly, as a result of the wind-up, we have eliminated the third-party cost and internal resource requirements associated with administering these benefit plans.
Net periodic benefit (income) expense for our pension and postretirement plans included the following components:
Domestic Pension Plans
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic pension benefit expense | $ | $ | $ | $ | |||||||||||||||||||
Foreign Pension Plans
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
Settlement loss (1) | |||||||||||||||||||||||
Recognized net actuarial loss (1) | |||||||||||||||||||||||
| Net periodic pension benefit expense | $ | $ | $ | $ | |||||||||||||||||||
__________________________
(1)Relates to the wind-up of the Canadian Pension Plans referred to previously.
Postretirement Plans
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Amortization of unrecognized prior service credits | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic postretirement benefit income | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
21
(12) INDEBTEDNESS
The following summarizes our debt activity (both current and non-current) for the six months ended June 28, 2025:
| December 31, 2024 | Borrowings | Repayments | Other (5) | June 28, 2025 | |||||||||||||||||||||||||
Revolving loans(1) | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
Term loans(2) | ( | ||||||||||||||||||||||||||||
Trade receivables financing arrangement(3) | ( | ||||||||||||||||||||||||||||
Other indebtedness(4) | ( | ||||||||||||||||||||||||||||
| Total debt | $ | $ | ( | $ | |||||||||||||||||||||||||
| Less: short-term debt | |||||||||||||||||||||||||||||
| Less: current maturities of long-term debt | |||||||||||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||||||||
___________________________
(1)The revolving credit facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a funding mechanism for the KTS and Sigma & Omega acquisitions.
(2)The term loans are repayable in quarterly installments equal to 1.25 % of the initial term loan balances of $545.0 , in all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.0 and $1.2 at June 28, 2025 and December 31, 2024, respectively.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0 , as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At June 28, 2025, we had $49.1 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $40.0 .
(4)Primarily includes balances under a purchase card program of $1.4 and $1.1 and finance lease obligations of $1.1 and $1.2 at June 28, 2025 and December 31, 2024, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
Senior Credit Facilities
A detailed description of our senior credit facilities is included in our 2024 Annual Report on Form 10-K.
At June 28, 2025, we had $529.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $460.0 and $11.0 reserved for outstanding letters of credit. In addition, at June 28, 2025, we had $11.9 of available issuance capacity under our foreign credit instrument facilities after giving effect to $13.1 reserved for outstanding letters of credit.
The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.8 % at June 28, 2025.
At June 28, 2025, we were in compliance with all covenants of our senior credit agreement.
Other Borrowings and Financing Activities
During the second quarter of 2025, we renewed our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $100.0 , as available.
Company-owned Life Insurance
We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. During the quarter ended June 29, 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies. The amounts borrowed totaled $39.0 5.3
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(13) DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps
In 2020, we entered into interest swap agreements (“Initial Swaps”) that covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin. In September 2024, commensurate with an amendment to our senior credit agreement, we entered into additional interest rate swap agreements (“Additional Swaps”). The Additional Swaps have a notional amount of $517.8 , cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin. We have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.
As of June 28, 2025 and December 31, 2024, the unrealized gain, net of tax, recorded in accumulated other comprehensive income (“AOCI”) was $1.3 and $2.6 , respectively. In addition, the fair value of our interest rate swap agreements was $1.8 (with $1.5 recorded as a current asset and $0.3 as a non-current asset) and $3.4 (with $2.7 recorded as a current asset and $0.7 as a non-current asset) as of June 28, 2025 and December 31, 2024, respectively. Changes in the fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.
Currency Forward Contracts
We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.
From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). Certain of our FX forward contracts are designated as cash flow hedges. Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.
We had FX forward contracts with an aggregate notional amount of $31.1 and $22.9 outstanding as of June 28, 2025 and December 31, 2024, respectively, with all of the $31.1 scheduled to mature within one year. There were no 0.1
In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $24.9 at the time of execution). We designated and accounted for these FX forward contracts as fair value hedges. These FX forward contracts matured during the third quarter of 2024 commensurate with the final payment under the Settlement Agreement. Refer to Note 3 for additional details.
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(14) STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION
Income Per Share
The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||||||||||
| Weighted-average number of common shares used in basic income per share | |||||||||||||||||||||||
| Dilutive securities — Employee stock options and restricted stock units | |||||||||||||||||||||||
| Weighted-average number of common shares and dilutive securities used in diluted income per share | |||||||||||||||||||||||
The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.151 and 0.265 , respectively, for the three months ended June 28, 2025, and 0.133 and 0.251 , respectively, for the six months ended June 28, 2025.
The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.155 and 0.283 , respectively, for the three months ended June 29, 2024, and 0.137 and 0.305 , respectively, for the six months ended June 29, 2024.
Long-Term Incentive Compensation
Long-term incentive compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2025 is included in our 2024 Annual Report on Form 10-K.
Awards granted on March 3, 2025 to executive officers and other members of senior management were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units (“RSU’s”), while other eligible employees were granted PSU’s and RSU’s. The PSU’s are eligible to vest at the end of a three-year performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the combined S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index. Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant.
Effective May 13, 2025, we granted 0.007 RSU’s to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2026.
Compensation expense within income from continuing operations related to long-term incentive awards totaled $3.9 and $3.7 for the three months ended June 28, 2025 and June 29, 2024, respectively, and $7.6 and $7.0 for the six months ended June 28, 2025 and June 29, 2024, respectively. The related tax benefit was $0.7 and $0.6 for the three months ended June 28, 2025 and June 29, 2024, respectively, and $1.3 and $1.2 for the six months ended June 28, 2025 and June 29, 2024, respectively.
Repurchases of Common Stock
On May 13, 2025, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $100.0 of our common stock, subject to maintaining compliance with all covenants of our senior credit agreement. No
24
Accumulated Other Comprehensive Income
The changes in the components of AOCI, net of tax, for the three months ended June 28, 2025 were as follows:
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | Pension and Postretirement Liability Adjustment(2) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
__________________________
(1)Net of tax provision of $0.5 and $0.4 as of June 28, 2025 and March 29, 2025, respectively.
(2)Net of tax provision of $0.5 and $0.8 as of June 28, 2025 and March 29, 2025, respectively. The balances as of June 28, 2025 and March 29, 2025 include unamortized prior service credits.
The changes in the components of AOCI, net of tax, for the six months ended June 28, 2025 were as follows:
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | Pension and Postretirement Liability Adjustment(2) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
__________________________
(1)Net of tax provision of $0.5 and $0.7 as of June 28, 2025 and December 31, 2024, respectively.
(2)Net of tax provision of $0.5 and $1.0 as of June 28, 2025 and December 31, 2024, respectively. The balances as of June 28, 2025 and December 31, 2024 include unamortized prior service credits.
The changes in the components of AOCI, net of tax, for the three months ended June 29, 2024 were as follows:
__________________________
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | Pension and Postretirement Liability Adjustment(2) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Current-period other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
(1)Net of tax provision of $0.8 and $1.4 as of June 29, 2024 and March 30, 2024, respectively.
(2)Net of tax provision of $1.4 and $1.6 as of June 29, 2024 and March 30, 2024, respectively. The balances as of June 29, 2024 and March 30, 2024 include unamortized prior service credits.
25
The changes in the components of AOCI, net of tax, for the six months ended June 29, 2024 were as follows:
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | Pension and Postretirement Liability Adjustment(2) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Current-period other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
(1)Net of tax provision of $0.8 and $1.8 as of June 29, 2024 and December 31, 2023, respectively.
The following summarizes amounts reclassified from each component of AOCI for the three months ended June 28, 2025 and June 29, 2024:
| Amount Reclassified from AOCI | |||||||||||||||||
| Three months ended | |||||||||||||||||
| June 28, 2025 | June 29, 2024 | Affected Line Item in the Condensed Consolidated Statements of Operations | |||||||||||||||
| Gains on qualifying cash flow hedges: | |||||||||||||||||
| Swaps | $ | ( | $ | ( | Interest expense | ||||||||||||
| Pre-tax | ( | ( | |||||||||||||||
| Income taxes | |||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
| Gains on pension and postretirement items: | |||||||||||||||||
| Amortization of unrecognized prior service credits - Pre-tax | $ | ( | $ | ( | Other income (expense), net | ||||||||||||
| Income taxes | |||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
The following summarizes amounts reclassified from each component of AOCI for the six months ended June 28, 2025 and June 29, 2024:
| Amount Reclassified from AOCI | |||||||||||||||||
| Six months ended | |||||||||||||||||
| June 28, 2025 | June 29, 2024 | Affected Line Item in the Condensed Consolidated Statements of Operations | |||||||||||||||
| Gains on qualifying cash flow hedges: | |||||||||||||||||
| Swaps | $ | ( | $ | ( | Interest expense | ||||||||||||
| Pre-tax | ( | ( | |||||||||||||||
| Income taxes | |||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
| Gains on pension and postretirement items: | |||||||||||||||||
| Amortization of unrecognized prior service credits - Pre-tax | $ | ( | $ | ( | Other income (expense), net | ||||||||||||
| Income taxes | |||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
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(15) CONTINGENT LIABILITIES AND OTHER MATTERS
General
Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.
Our recorded liabilities related to these matters, primarily associated with environmental remediation matters, totaled $39.4 and $39.9 at June 28, 2025 and December 31, 2024, respectively. Of these amounts, $31.9 and $32.0 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at June 28, 2025 and December 31, 2024, respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations.
Large Power Projects in South Africa
On February 5, 2021, DBT received payment of $6.7 on bonds issued in support of performance by one of DBT’s subcontractors that is currently in liquidation. The subcontractor maintain rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations.
Claim for Contingent Consideration Related to ULC Acquisition
In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible to receive additional contingent consideration of up to $45.0 under an earn-out provision. During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration were achieved.
On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $15.0 , prejudgment interest on that amount, and attorney's fees. The settlement agreement required a payment by us to the seller of ULC of $8.4 , which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within the condensed consolidated statement of operations for the three and six months ended June 29, 2024. We expect this payment to be tax deductible in future periods.
Resolution of Dispute with Former Representative
On January 18, 2024, a jury ruled that one of our businesses within the Detection and Measurement reportable segment had breached its contract and implied duties of good faith and fair dealings in connection with an agreement entered into with a former representative. On January 26, 2024, we negotiated a settlement requiring a payment, paid during the first quarter of 2024, to the former representative of $9.0 to resolve all claims related to the matter.
Litigation Matters
We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot give assurance that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.
Environmental Matters
Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we
27
have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows. We had liabilities for site investigation and/or remediation at 16
Our environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, changes in our allocation of shared remediation costs, or alteration to the expected remediation plans. It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance, litigation or other recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.
In the case of contamination at offsite, third-party disposal sites, as of June 28, 2025 and December 31, 2024, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9
In our opinion, after considering accruals established for such purposes of $27.1 and $27.4 at June 28, 2025 and December 31, 2024, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows. That said, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.
Self-Insured Risk Management Matters
We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts, however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures.
28
(16) INCOME AND OTHER TAXES
Uncertain Tax Benefits
As of June 28, 2025, we had gross and net unrecognized tax benefits of $3.9 (net unrecognized tax benefits of $3.8 ). All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of June 28, 2025, gross accrued interest totaled $1.6 (net accrued interest of $1.5 ). As of June 28, 2025, we had no accrual for penalties included in our unrecognized tax benefits.
Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $2.0 . The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various foreign matters.
Recent Tax Legislation
On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (“the Act”) was signed into law in the United States and contains a broad range of tax provisions affecting businesses. We are evaluating the full impact of the Act on our estimated annual effective tax rate and balance sheet positions, but we do not expect the legislation to have a material impact on our statements of operations. As the Act was signed into law after June 28, 2025, no impacts are included in our condensed consolidated balance sheet at June 28, 2025, statement of operations for the three and six months ended June 28, 2025, or statement of cash flows for the six months ended June 28, 2025.
In December 2021, the OECD issued model rules for a new global minimum tax framework (“Pillar Two”), and various governments around the world have issued, or are in the process of issuing, legislation to implement these rules. We are within the scope of the OECD Pillar Two model rules and continue to assess the impact thereof. As of June 28, 2025, and December 31, 2024, we had $2.3 and $1.8 , respectively, accrued related to these taxes.
Other Tax Matters
For the three months ended June 28, 2025, we recorded an income tax provision of $17.4 on $69.9 of pre-tax income from continuing operations, resulting in an effective rate of 24.9 %. This compares to an income tax provision for the three months ended June 29, 2024 of $15.2 on $60.4 of pre-tax income from continuing operations, resulting in an effective rate of 25.2 %. The most significant item impacting the income tax provision for the second quarters of 2025 and 2024 was $0.8 and $0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
For the six months ended June 28, 2025, we recorded an income tax provision of $23.6 on $127.8 of pre-tax income from continuing operations, resulting in an effective rate of 18.5 %. This compares to an income tax provision for the six months ended June 29, 2024 of $17.1 on $111.5 of pre-tax income from continuing operations, resulting in an effective rate of 15.3 %. The most significant items impacting the income tax provision during the first half of 2025 and 2024 were (i) $8.8 and $11.1 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $0.8 and $0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
U.S. Federal income tax returns are subject to examination for a period of three years after filing the return. We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for.
State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We regularly have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for.
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We regularly have various foreign income tax returns under examination. We believe that any uncertain tax positions related to these examinations have been adequately provided for.
An unfavorable resolution of one or more of the above matters could have a material impact on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.
(17) FAIR VALUE
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
•Level 1 — Quoted prices for identical instruments in active markets.
•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3 — Significant inputs to the valuation model are unobservable.
There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring or nonrecurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.
The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of June 28, 2025:
June 28, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | $ | $ | |||||||||||||||||||
| Equity security | |||||||||||||||||||||||
The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of December 31, 2024:
December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | $ | $ | |||||||||||||||||||
| Equity security | |||||||||||||||||||||||
Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairments would result in the asset being recorded at its fair value. Based on the inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.
Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps and FX forward contracts, and are valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts and interest rate swap agreements, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.
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As of June 28, 2025, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security — We estimate the fair value of an equity security that we hold utilizing a practical expedient under existing guidance, with such estimated fair value based on our ownership percentage applied to the net asset value as provided quarterly by the investee. Based on these inputs, the equity security is classified within Level 3 of the valuation hierarchy. During the first quarter, the net asset value is updated based on the investee’s most recent audited financial statements. During the three and six months ended June 28, 2025 and June 29, 2024, we recorded a gains (losses) of $0.0 and $4.5 , and $0.0 and $(4.2 ), respectively, to “Other income (expense), net” to reflect the change in the estimated fair value of the equity security. We are restricted from transferring this investment without approval of the manager of the investee.
The following table provides a reconciliation of activity for the equity security for the six months ended June 28, 2025:
| Balance at beginning of period | $ | ||||
| Change in fair value of equity security | |||||
| Balance at end of period | $ | ||||
Indebtedness and Other — The estimated fair value of our debt instruments as of June 28, 2025 and December 31, 2024 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. See Note 12 for further details.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in millions)
FORWARD-LOOKING STATEMENTS
Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses’ or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential” or “continue” or the negative of those terms or other comparable terminology. Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in our markets; changes in anticipated capital investment and maintenance expenditures by customers; changes in economic conditions in relevant global and North American markets, including as a result of the imposition, or threat of imposition, of tariffs, such as the significant tariffs announced by the U.S. government in 2025 and retaliatory tariffs announced in response thereto and other trade barriers or geopolitical conflicts; availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties that cannot be recovered in product pricing; the impact of competition on profit margins and our ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting our business, including regulatory changes; uncertainties with respect to our ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition or disposition transactions, including with respect to integrating acquisitions and achieving cost savings, synergistic sales or other benefits from acquisitions, including from the acquisition of Sigma & Omega; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. These and other risks and uncertainties are further discussed in other sections of this document. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.
All the forward-looking statements are qualified in their entirety by reference to the factors discussed under the heading “Risk Factors” in our 2024 Annual Report on Form 10-K, in any subsequent filing with the U.S. Securities and Exchange Commission, as well as in any documents incorporated by reference that describe risks, uncertainties and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility to update or publicly revise any forward-looking statements, except to the extent we are legally required to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.
IMPACTS OF TARIFFS AND OTHER COST INCREASES
During 2025, the U.S. government announced significant additional tariffs on goods imported to the U.S., which have subsequently been modified, including by extending the date the announced tariffs would become applicable. In response, certain governments have announced significant retaliatory tariffs on goods imported from the U.S. We continue to analyze the impact of these announced tariffs on our business. While we do not expect these new tariffs to have a direct material impact on our results of operations in fiscal year 2025, we are unable to determine the full extent or duration at this time, as well as the impact of such tariffs, if implemented on announced terms, on general economic conditions in relevant global and North American markets. We believe that our diverse set of businesses, along with our strong balance sheet and available liquidity, position us well to manage the direct adverse impacts of the announced tariffs. We have taken actions to manage near-term costs and cash flows, and implemented actions to address potential material sourcing challenges we could face over the near-term. Lastly, we will continue to assess the actual and expected impacts of the tariffs and the need for further actions.
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POTENTIAL IMPACTS OF GEOPOLITICAL CONFLICTS
Ongoing geopolitical conflicts, and governmental actions implemented in response to these conflicts, did not have a significant adverse impact on our operating results during the three and six months ended June 28, 2025 and June 29, 2024. We are monitoring the availability of certain raw materials that are supplied by businesses in the countries impacted by these conflicts. However, at this time, we do not expect the potential impact to be material to our operating results. These conflicts have created additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.
OTHER SIGNIFICANT MATTERS
•Acquisitions
◦Ingénia Technologies Inc. (“Ingénia”)
▪Acquired on February 7, 2024 for cash consideration of $292.0, net of (i) an adjustment to the purchase price of $2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5.
▪Post-acquisition operating results of Ingénia are included within our HVAC reportable segment.
◦Kranze Technology Solutions, Inc. (“KTS”)
▪Acquired on January 27, 2025 for cash consideration of $342.4, inclusive of amounts related to future service obligations of certain existing employees of $46.5.
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
▪Post-acquisition operating results of KTS are included within our Detection and Measurement reportable segment.
▪See Note 3 to our condensed consolidated financial statements for additional details.
◦Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”)
▪Acquired on April 15, 2025 for cash consideration of $143.6, net of cash acquired of $0.2.
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
▪Post-acquisition operating results of Sigma & Omega are included within our HVAC reportable segment.
▪See Note 3 to our condensed consolidated financial statements for additional details.
•Changes in Estimated Fair Value of an Equity Security
◦We recorded no adjustments to the fair value during the three months ended June 28, 2025 and June 29, 2024. We recorded gains (losses) of $4.5 and $(4.2) during the six months ended June 28, 2025 and June 29, 2024, respectively.
◦See Note 17 to our condensed consolidated financial statements for additional details.
•One Big Beautiful Bill Act
◦On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (“the Act”) was signed into law in the United States and contains a broad range of tax provisions affecting businesses. We are evaluating the full impact of the Act on our estimated annual effective tax rate and balance sheet positions, but we do not expect the legislation to have a material impact on our statements of operations. As the Act was signed into law after June 28, 2025, no impacts are included in our condensed consolidated balance sheet at June 28, 2025, statement of operations for the three and six months ended June 28, 2025, or statement of cash flows for the six months ended June 28, 2025.
•Resolution of Dispute with Seller of ULC Robotics (“ULC”)
◦In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for contingent consideration of up to $45.0 under an earn-out provision.
◦During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration had been achieved.
◦On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $15.0, prejudgment interest on that amount, and attorney's fees.
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◦The settlement agreement required a payment by us to the seller of ULC of $8.4, which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within our condensed consolidated statements of operations for the three and six months ended June 29, 2024. We expect this payment to be tax deductible in future periods.
OVERVIEW OF OPERATING RESULTS
Revenues for the three months ended June 28, 2025 totaled $552.4, compared to $501.3 during the respective period in 2024. The increase in revenues, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the KTS acquisition within the Detection and Measurement reportable segment and the Sigma & Omega acquisition within the HVAC reportable segment, and (ii) organic revenue growth within the Detection and Measurement reportable segment and, to a lesser extent, the HVAC reportable segment.
Revenues for the six months ended June 28, 2025 totaled $1,035.0, compared to $966.5 during the respective period in 2024. The increase in revenues, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment and (ii) organic revenue growth within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.
During the three and six months ended June 28, 2025, we generated operating income of $86.6 and $153.2, respectively, compared to $74.6 and $139.2 for the respective periods in 2024.
RESULTS OF CONTINUING OPERATIONS
The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2024 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2025 are March 29, June 28, and September 27, compared to the respective March 30, June 29, and September 28, 2024 dates. We had two less days in the first quarter of 2025 and will have one more day in the fourth quarter of 2025 than in the respective 2024 periods.
Cyclicality of End Markets, Seasonality and Competition — The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, our heating businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
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The following table provides selected financial information for the three and six months ended June 28, 2025 and June 29, 2024:
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | % Change | June 28, 2025 | June 29, 2024 | % Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 552.4 | $ | 501.3 | 10.2 | $ | 1,035.0 | $ | 966.5 | 7.1 | |||||||||||||||||||||||||
| Gross profit | 228.9 | 200.8 | 14.0 | 424.8 | 383.7 | 10.7 | |||||||||||||||||||||||||||||
| % of revenues | 41.4 | % | 40.1 | % | 41.0 | % | 39.7 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | 117.2 | 101.2 | 15.8 | 226.7 | 204.1 | 11.1 | |||||||||||||||||||||||||||||
| % of revenues | 21.2 | % | 20.2 | % | 21.9 | % | 21.1 | % | |||||||||||||||||||||||||||
| Intangible amortization | 24.6 | 16.8 | 46.4 | 44.3 | 31.6 | 40.2 | |||||||||||||||||||||||||||||
| Special charges, net | — | (0.2) | * | 0.1 | 0.4 | * | |||||||||||||||||||||||||||||
| Other operating expense, net | 0.5 | 8.4 | * | 0.5 | 8.4 | * | |||||||||||||||||||||||||||||
| Other income (expense), net | (2.1) | (1.7) | * | 0.6 | (5.7) | * | |||||||||||||||||||||||||||||
| Interest expense, net | (14.6) | (12.5) | 16.8 | (26.0) | (22.0) | 18.2 | |||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 69.9 | 60.4 | 15.7 | 127.8 | 111.5 | 14.6 | |||||||||||||||||||||||||||||
| Income tax provision | (17.4) | (15.2) | 14.5 | (23.6) | (17.1) | 38.0 | |||||||||||||||||||||||||||||
| Income from continuing operations | 52.5 | 45.2 | 16.2 | 104.2 | 94.4 | 10.4 | |||||||||||||||||||||||||||||
| Components of revenue increase: | |||||||||||||||||||||||||||||||||||
| Organic | 2.1 | 1.3 | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.3 | — | |||||||||||||||||||||||||||||||||
| Acquisitions | 7.8 | 5.8 | |||||||||||||||||||||||||||||||||
| Net revenue increase | 10.2 | 7.1 | |||||||||||||||||||||||||||||||||
* Not meaningful for comparison purposes.
Revenues — The increase in revenues for the three months ended June 28, 2025, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the KTS acquisition within the Detection and Measurement reportable segment and the Sigma & Omega acquisition within the HVAC reportable segment, and (ii) organic revenue growth within the Detection and Measurement reportable segment and, to a lesser extent, the HVAC reportable segment.
The increase in revenues for the six months ended June 28, 2025, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment, and (ii) organic revenue growth within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.
See “Results of Reportable Segments” for additional details.
Gross Profit — For the three and six months ended June 28, 2025, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective periods in 2024, was due primarily to (i) the revenue growth mentioned above, and (ii) favorable project execution and more accretive mix, primarily within our HVAC reportable segment.
Selling, General and Administrative (“SG&A”) Expense — For the three months ended June 28, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $5.7, (ii) incremental SG&A resulting from the acquisitions of KTS and Sigma & Omega of $2.6, (iii) increases in personnel costs due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.
For the six months ended June 28, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $9.9, (ii) incremental SG&A resulting from the acquisitions of Ingénia, KTS and Sigma & Omega of $4.1, (iii) increases in personnel costs due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.
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Intangible Amortization — For the three and six months ended June 28, 2025, the increase in intangible asset amortization, compared to the respective periods in 2024, was primarily related to incremental amortization associated with (i) backlog from the KTS and Sigma & Omega acquisitions and (ii) other intangible assets associated with the acquisitions of Ingénia, KTS and Sigma & Omega.
Special Charges, net — Special charges, net, for the six months ended June 28, 2025 and the three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at businesses within our HVAC and Detection and Measurement reportable segments. See Note 7 to our condensed consolidated financial statements for additional details.
Other Operating Expense, net — Other operating expense, net for the three and six months ended June 29, 2024 related to a charge of $8.4 regarding a settlement with the seller of ULC referred to previously.
Other Income (Expense), net — Other expense, net, for the three months ended June 28, 2025 was composed primarily of foreign currency transaction losses of $0.9, pension and postretirement expense of $0.6, and environmental remediation charges of $0.6.
Other expense, net, for the three months ended June 29, 2024 was composed primarily of environmental remediation charges of $1.0, pension and postretirement expense of $0.4, and foreign currency transaction losses of $0.4.
Other income, net, for the six months ended June 28, 2025 was composed primarily of a gain of $4.5 related to a change in the estimated fair value of an equity security that we hold and income of $1.7 derived from company-owned life insurance (“COLI”) policies, partially offset by pension and postretirement expense of $2.0 (including net settlement and actuarial losses of $0.8), environmental remediation charges of $1.8, and foreign currency transaction losses of $1.4.
Other expense, net, for the six months ended June 29, 2024 was composed primarily of a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $1.8, and pension and postretirement expense of $0.8, partially offset by income of $0.9 derived from COLI polices.
Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during the three and six months ended June 28, 2025, compared to the respective periods in 2024, was due primarily to higher average debt balances during the 2025 periods. The higher average debt balances primarily resulted from borrowings associated with the Ingénia, KTS, and Sigma & Omega acquisitions. Refer to Note 12 to the condensed consolidated financial statements for additional details.
Income Tax Provision — For the three months ended June 28, 2025, we recorded an income tax provision of $17.4 on $69.9 of pre-tax income from continuing operations, resulting in an effective rate of 24.9%. This compares to an income tax provision for the three months ended June 29, 2024 of $15.2 on $60.4 of pre-tax income from continuing operations, resulting in an effective rate of 25.2%. The most significant item impacting the income tax provision for the second quarters of 2025 and 2024 was $0.8 and $0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
For the six months ended June 28, 2025, we recorded an income tax provision of $23.6 on $127.8 of pre-tax income from continuing operations, resulting in effective rate of 18.5%. This compares to an income tax provision for the six months ended June 29, 2024 of $17.1 on $111.5 of pre-tax income from continuing operations, resulting in an effective rate of 15.3%. The most significant items impacting the income tax provision during the first half of 2025 and 2024 were (i) $8.8 and $11.1, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $0.8 and $0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
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RESULTS OF REPORTABLE SEGMENTS AND CORPORATE EXPENSE
The following information should be read in conjunction with our condensed consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 6 to our condensed consolidated financial statements for a description of our reportable segments.
HVAC Reportable Segment
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | % Change | June 28, 2025 | June 29, 2024 | % Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 376.7 | $ | 356.5 | 5.7 | $ | 699.7 | $ | 658.9 | 6.2 | |||||||||||||||||||||||||
| Segment Income | 95.8 | 83.7 | 14.5 | 169.7 | 152.1 | 11.6 | |||||||||||||||||||||||||||||
| % of revenues | 25.4 | % | 23.5 | % | 24.3 | % | 23.1 | % | |||||||||||||||||||||||||||
| Components of revenue increase: | |||||||||||||||||||||||||||||||||||
| Organic | 0.7 | 2.4 | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.1 | (0.2) | |||||||||||||||||||||||||||||||||
| Acquisitions | 4.9 | 4.0 | |||||||||||||||||||||||||||||||||
| Net revenue increase | 5.7 | 6.2 | |||||||||||||||||||||||||||||||||
Revenues — For the three months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth from the Sigma & Omega acquisition and, to a lesser extent, organic revenue growth. The organic revenue growth was due primarily to higher volumes of both heating and cooling products, partially offset by the execution of a larger than typical service project within our cooling products business in the second quarter of 2024.
For the six months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions and, to a lesser extent, organic revenue growth. The organic revenue growth was due primarily to higher volumes of both heating and cooling products. This net volume increase included the impact of (i) higher volumes of heating products associated with the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) the execution of a larger than typical service project within our cooling products business in the second quarter of 2024.
Income — For the three and six months ended June 28, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to the higher volumes mentioned above with a more accretive mix and favorable project execution primarily within our cooling products business.
Backlog — The segment had backlog of $539.5 and $433.7 as of June 28, 2025 and June 29, 2024, respectively. Backlog associated with the Sigma & Omega acquisition totaled $57.3 as of June 28, 2025.
Detection and Measurement Reportable Segment
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | % Change | June 28, 2025 | June 29, 2024 | % Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 175.7 | $ | 144.8 | 21.3 | $ | 335.3 | $ | 307.6 | 9.0 | |||||||||||||||||||||||||
| Segment Income | 40.0 | 33.9 | 18.0 | 76.6 | 65.3 | 17.3 | |||||||||||||||||||||||||||||
| % of revenues | 22.8 | % | 23.4 | % | 22.8 | % | 21.2 | % | |||||||||||||||||||||||||||
| Components of revenue increase: | |||||||||||||||||||||||||||||||||||
| Organic | 5.5 | (1.1) | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.9 | 0.3 | |||||||||||||||||||||||||||||||||
| Acquisition | 14.9 | 9.8 | |||||||||||||||||||||||||||||||||
| Net revenue increase | 21.3 | 9.0 | |||||||||||||||||||||||||||||||||
Revenues — For the three months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth. The organic revenue growth was driven by higher project volumes within our communication technologies and transportation systems businesses. These increases were partially offset by lower project volumes within our aids to navigation business. Project volumes, primarily within our communication technologies, aids to navigation, and transportation systems businesses, can vary from period to period based on the timing of project execution.
For the six months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition, partially offset by an organic revenue decline. The organic revenue decline was due primarily to lower project volumes within our aids to navigation business. This decline was partially offset by higher project volumes primarily within our communication technologies and transportation systems
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businesses. Project volumes, primarily within our communication technologies, aids to navigation, and transportation systems businesses, can vary from period to period based on the timing of project execution.
Income — For the three months ended June 28, 2025, the increase in income, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above. The decrease in margin for the three months ended June 28, 2025, compared to the respective period in 2024, was primarily due to less favorable project mix within our transportation systems, communications technologies, and aids to navigation businesses.
For the six months ended June 28, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to (i) income resulting from the KTS acquisition and (ii) higher volumes and more favorable product mix from large projects primarily within our communication technologies business. These increases were partially offset by the impact of the lower project volumes within our aids to navigation business mentioned above.
Backlog — The segment had backlog of $365.4 and $205.4 as of June 28, 2025 and June 29, 2024, respectively. Backlog associated with the KTS acquisition totaled $52.0 as of June 28, 2025.
CORPORATE AND OTHER EXPENSES
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||
| June 28, 2025 | June 29, 2024 | % Change | June 28, 2025 | June 29, 2024 | % Change | ||||||||||||||||||||||||||||||
| Total consolidated revenues | $ | 552.4 | $ | 501.3 | 10.2 | $ | 1,035.0 | $ | 966.5 | 7.1 | |||||||||||||||||||||||||
| Corporate expense | 13.3 | 12.0 | 10.8 | 27.3 | 25.9 | 5.4 | |||||||||||||||||||||||||||||
| % of revenues | 2.4 | % | 2.4 | % | 2.6 | % | 2.7 | % | |||||||||||||||||||||||||||
| Long-term incentive compensation expense | 3.9 | 3.7 | 5.4 | 7.6 | 7.0 | 8.6 | |||||||||||||||||||||||||||||
Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters in Charlotte, North Carolina. The increase in corporate expense during the three months ended June 28, 2025, compared to the respective period in 2024, was due primarily to higher expense related to acquisition and integration-related costs of $0.7 largely driven by the Sigma & Omega acquisition.
The increase in corporate expense during the six months ended June 28, 2025, compared to the respective period in 2024, was due primarily to higher expense related to (i) an increase in costs incurred for professional services and (ii) acquisition and integration-related costs of $0.5 largely driven by the KTS and Sigma & Omega acquisitions in 2025, partially offset by expense incurred for the Ingénia acquisition in 2024.
Long-Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes. The increase in long-term incentive compensation expense in 2025, compared to 2024, was due primarily to (i) an increase in the fair value of performance-based share awards resulting from plan design changes affected beginning in 2024, which increased the maximum potential payout range from 150% to 200% of target, and (ii) the accumulation of awards related to recent changes in certain key management positions.
LIQUIDITY AND FINANCIAL CONDITION
Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the six months ended June 28, 2025 and June 29, 2024.
| Six months ended | |||||||||||
| June 28, 2025 | June 29, 2024 | ||||||||||
| Continuing operations: | |||||||||||
| Cash flows from operating activities | $ | 33.0 | $ | 69.4 | |||||||
| Cash flows used in investing activities | (457.8) | (271.5) | |||||||||
| Cash flows from financing activities | 395.3 | 230.5 | |||||||||
| Cash flows used in discontinued operations | (1.4) | (1.4) | |||||||||
| Change in cash and equivalents due to changes in foreign currency exchange rates | 6.4 | 1.1 | |||||||||
| Net change in cash and equivalents | $ | (24.5) | $ | 28.1 | |||||||
Operating Activities — Cash flows from operating activities associated with continuing operations totaled $33.0 for the six months ended June 28, 2025, compared to cash flows from operating activities of $69.4 during the six months ended
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June 29, 2024. The decrease in cash flows from operating activities for the six months ended June 28, 2025, compared to the six months ended June 29, 2024, was due primarily to (i) amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees of $46.5 and (ii) investments in working capital in support of increased backlog within our HVAC and Detection and Measurement reportable segments, partially offset by (i) the increase in income, exclusive of the non-cash expenses incurred during the 2025 period, (ii) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (iii) a payment of $8.4 during the second quarter of 2024 associated with a settlement with the seller of ULC for additional contingent consideration, as discussed above.
Investing Activities — Cash flows used in investing activities of continuing operations for the six months ended June 28, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS and Sigma & Omega, of $447.7 and capital expenditures of $13.2, partially offset by net proceeds from COLI policies of $3.1.
Cash flows used in investing activities of continuing operations for the six months ended June 29, 2024 were comprised of net cash utilized in the acquisition of Ingénia of $294.1 and capital expenditures of $20.3, partially offset by net proceeds from COLI policies of $42.9, inclusive of borrowings of $41.2 against the cash surrender value of these COLI policies. See Note 12 to the condensed consolidated financial statements for additional details.
Financing Activities — Cash flows from financing activities of continuing operations for the six months ended June 28, 2025 were comprised primarily of net borrowings under the Credit Agreement and trade receivables financing arrangement of $373.2 and $31.0, respectively, primarily in connection with the KTS and Sigma & Omega acquisitions. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $9.1.
Cash flows from financing activities of continuing operations for the six months ended June 29, 2024 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $193.2 and $39.0, respectively, primarily in connection with the Ingénia acquisition. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $0.9, and net repayments under our other various debt instruments of $0.8.
Discontinued Operations — Cash flows used in discontinued operations for the six months ended June 28, 2025 relate primarily to disbursements for costs incurred to support our wound-down DBT Technologies (PTY) LTD (“DBT”) subsidiary through processes associated with the liquidation of a subcontractor.
Cash flows used in discontinued operations for the six months ended June 29, 2024 relate primarily to disbursements for liabilities retained in connection with previous dispositions.
Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during the first six months of 2025 and 2024.
Borrowings and Availability
Borrowings — The following summarizes our debt activity (both current and non-current) for the six months ended June 28, 2025.
___________________________
| December 31, 2024 | Borrowings | Repayments | Other (5) | June 28, 2025 | |||||||||||||||||||||||||
Revolving loans(1) | $ | 80.0 | $ | 478.0 | $ | (98.0) | $ | — | $ | 460.0 | |||||||||||||||||||
Term loans(2) | 523.4 | — | (6.8) | 0.2 | 516.8 | ||||||||||||||||||||||||
Trade receivables financing arrangement(3) | 9.0 | 179.0 | (148.0) | — | 40.0 | ||||||||||||||||||||||||
Other indebtedness(4) | 2.3 | 0.6 | (0.4) | — | 2.5 | ||||||||||||||||||||||||
| Total debt | 614.7 | $ | 657.6 | $ | (253.2) | $ | 0.2 | 1,019.3 | |||||||||||||||||||||
| Less: short-term debt | 10.1 | 41.4 | |||||||||||||||||||||||||||
| Less: current maturities of long-term debt | 27.6 | 27.6 | |||||||||||||||||||||||||||
| Total long-term debt, net | $ | 577.0 | $ | 950.3 | |||||||||||||||||||||||||
(1)The revolving credit facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a funding mechanism for the KTS and Sigma & Omega acquisitions.
(2)The term loans are repayable in quarterly installments equal to 1.25% of the initial term loan balances of $545.0, in all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.0 and $1.2 at June 28, 2025 and December 31, 2024, respectively.
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(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At June 28, 2025, we had $49.1 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $40.0.
(4)Primarily includes balances under a purchase card program of $1.4 and $1.1 and finance lease obligations of $1.1 and $1.2 at June 28, 2025 and December 31, 2024, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)“Other” includes the impact of amortization of debt issuance costs associated with the term loans.
At June 28, 2025, we were in compliance with all covenants of the senior credit agreement.
During the second quarter of 2025, we renewed our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
Availability — At June 28, 2025, we had $529.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $460.0 and $11.0 reserved for outstanding letters of credit. In addition, at June 28, 2025, we had $11.9 of available issuance capacity under our foreign credit instrument facilities after giving effect to $13.1 reserved for outstanding letters of credit.
Financing instruments may be used from time to time including, but not limited to, public and private debt and equity offerings, operating leases, finance leases and securitizations. We expect that we will continue to access these markets as appropriate to maintain liquidity and to provide sources of funds for general corporate purposes, acquisitions or to refinance existing debt.
We have investments in COLI policies, which are recorded at their net cash surrender value of $36.2 at June 28, 2025 and December 31, 2024. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. The amounts borrowed totaled $39.0 at June 28, 2025 and December 31, 2024 and incur interest at a rate of 5.3%. After such borrowings, minimal capacity to borrow against the policies remains. See Note 12 to the condensed consolidated financial statements for additional information.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, cash surrender values of COLI policies, and interest rate swap and foreign currency forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions. We periodically evaluate the credit standing of these financial institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced, and believe we are not exposed to, significant risk of loss in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
Other Matters
Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the KTS and Sigma & Omega acquisitions discussed above, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2024 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $5.3 as of June 28, 2025. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $2.0.
Contingencies and Other Matters — Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., contracts, intellectual property, and competitive claims), environmental matters, claims for contingent
40
consideration on prior acquisitions, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. We accrue for these contingencies when we believe a liability is probable and can be reasonably estimated. As events change and resolutions occur, these accruals may be adjusted and could differ materially from amounts originally estimated. See Note 15 to the condensed consolidated financial statements for a further discussion of contingencies and other matters.
Our Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law for any personal liability in connection with their employment or service with us. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.
In addition, you should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Matters” herein, and “Risk Factors” in our 2024 Annual Report on Form 10-K, as well as similar sections in any future filings for an understanding of the risks, uncertainties, and trends facing our businesses.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties are discussed in our 2024 Annual Report on Form 10-K, the discussion within which is incorporated herein by reference. We have affected no material change in either our critical accounting policies or use of estimates since the filing of our 2024 Annual Report on Form 10-K.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Management does not believe our exposure to market risk has significantly changed since December 31, 2024 and does not believe that such risks will result in significant adverse impacts to our financial condition, results of operations or cash flows.
ITEM 4. Controls and Procedures
SPX management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b), as of June 28, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 28, 2025.
Changes in Internal Control Over Financial Reporting
In connection with the evaluation by SPX management, including the Chief Executive Officer and the Chief Financial Officer, of our internal control over financial reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter ended June 28, 2025 were identified that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. Legal Proceedings
The information required by this Item is incorporated by reference from the footnotes to the condensed consolidated financial statements, specifically Note 15, included under Part I of this Form 10-Q.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Other than as noted below, there have been no material changes to our risk factors as previously disclosed in our 2024 Annual Report on Form 10-K.
Worldwide economic conditions could negatively impact our businesses.
Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on new or existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Our results of operations and prospects could be negatively impacted by downturns in economic conditions in relevant global and North American markets, including as a result of the imposition, or threat of imposition, of tariffs and other trade barriers, such as the significant tariffs announced by the U.S. government in 2025, and retaliatory tariffs announced in response thereto. In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with armed conflicts, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect nations relevant to our business or the businesses of our customers and vendors, could negatively impact our results of operations and prospects.
ITEM 5. Other Information
No director or officer of SPX adopted terminated
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ITEM 6. Exhibits
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL) | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definitions Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101.*) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SPX TECHNOLOGIES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: July 31, 2025 | By | /s/ Eugene J. Lowe, III | |||||||||
| President and Chief Executive Officer | |||||||||||
| Date: July 31, 2025 | By | /s/ Mark A. Carano | |||||||||
| Vice President, Chief Financial Officer and Treasurer | |||||||||||
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eugene J. Lowe, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SPX Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 31, 2025 | /s/ EUGENE J. LOWE, III | ||||
Eugene J. Lowe, III President and Chief Executive Officer | |||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark A. Carano, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SPX Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 31, 2025 | /s/ MARK A. CARANO | ||||
| Mark A. Carano Vice President, Chief Financial Officer and Treasurer | |||||
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SPX Technologies, Inc. on Form 10-Q for the period ended June 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of SPX Technologies, Inc.
Date: July 31, 2025
/s/ EUGENE J. LOWE, III | /s/ MARK A. CARANO | |||||||
Eugene J. Lowe, III President and Chief Executive Officer | Mark A. Carano Vice President, Chief Financial Officer and Treasurer | |||||||
A signed original of this written statement required by Section 906 has been provided to SPX Technologies, Inc. and will be retained by SPX Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.