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SPX Technologies Inc

For the period ended Jun 29, 2024. Filed Aug 2, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2024 · Filed Aug 2, 2024

SPXC$142.71+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-30; filed 2024-05-03.

0000088205-24-000039

Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-29; filed 2024-08-02.

0000088205-24-000050

Item 2. – Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 109 current paragraphs.

52 unchanged; 40 reworded; 16 added; 2 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

◦We recorded no adjustments to the fair value during the three months ended June 29, 2024 and July 1, 2023. We recorded gains (losses) of $(4.2) and $3.6 during the six months ended June 29, 2024 and July 1, 2023, respectively.

Current report

•Resolution of Dispute with Seller of ULC Robotics (“ULC”)

Current report

◦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.

Current report

◦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.

Current report

◦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.

Current report

◦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.

Current report

Revenues for the six months ended June 29, 2024, totaled $966.5 compared to $823.1 during the respective period in 2023. The increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment and, to a lesser extent, the Detection and Measurement reportable segment. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project, partially offset by organic revenue declines of heating products due primarily to (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the first quarter of 2023 that was supported by elevated backlog resulting from the effects of the COVID-19 pandemic. The organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher large project volumes within the communication technologies business.

Current report

For the six months ended June 29, 2024, revenues totaled $966.5 compared to $823.1 during the respective period in 2023. The increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment and, to a lesser extent, the Detection and Measurement reportable segment. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project, partially offset by organic revenue declines from heating products due primarily to (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the first quarter of 2023 that were supported by elevated backlog resulting from the effects of the COVID-19 pandemic. The organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher large project volumes within the communication technologies business.

Current report

For the six months ended June 29, 2024, the increase in SG&A expense, compared to the respective period in 2023, was due primarily to incremental SG&A resulting from the acquisitions of Ingénia, ASPEQ, and TAMCO of $14.9 (including higher integration costs of $2.1) partially offset by lower corporate expense resulting primarily from a reduction in various strategic and acquisition-related costs of $3.4 and a reduction in short-term incentive compensation expense.

Current report

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.

Current report

Other income, net, for the three months ended July 1, 2023 wascomposed primarily of a gain of $0.4 related to income derived from company-owned life insurance(“COLI”)policies, offset by pension and postretirement expense of $0.2, foreign currency transaction losses of $0.1, and environmental remediation charges of $0.1.

Current report

Income Tax Provision — For the three months ended June 29, 2024, we recorded an income tax provision of $15.2 on $60.4 of pre-tax income from continuing operations, resulting in an effective rate of 25.2%. This compares to an income tax provision for the three months ended July 1, 2023 of $7.8 on $46.1 of pre-tax income from continuing operations, resulting in an effective rate of 16.9%. The most significant items impacting the income tax provision for the second quarters of 2024 and 2023 were (i) $0.5 of tax provision and $1.2 of tax benefit, respectively, related to revisions to liabilities for uncertain tax positions and (ii) $0.2 and $0.5, respectively, of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the periods. In addition, the rate for the three months ended July 1, 2023 was favorably impacted by a tax benefit of $1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized.

Current report

Revenues — For the three months ended June 29, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to organic revenue growth as well as inorganic revenue growth resulting from the Ingénia and ASPEQ acquisitions. The organic revenue growth was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project.

Current report

For the six months ended June 29, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions and (ii) organic revenue growth. The organic revenue growth was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project, partially offset by organic revenue declines within heating products due primarily to (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the first quarter of 2023 that were supported by elevated backlog resulting from the effects of the COVID-19 pandemic.

Current report

Revenues — For the three months ended June 29, 2024, the decrease in revenues, compared to the respective period in 2023, was due to an organic revenue decline. The organic revenue decline was driven by lower large project volumes, with the comparative period including revenue associated with a larger than typical project within the communication technologies business that executed throughout 2023 and completed during the first quarter of 2024.

Current report

The decline in corporate expense during the six months ended June 29, 2024, compared to the respective period in 2023, was due primarily to lower expense related to various strategic and acquisition-related costs of $3.4 largely driven by the ASPEQ and TAMCO acquisitions in 2023, partially offset by expense incurred for the Ingénia acquisition in 2024 and a reduction in short-term incentive compensation expense.
Removed paragraphs (2)

Previous report

◦We recorded a loss of $4.2 and a gain of $3.6 during the three months ended March 30, 2024 and April 1, 2023, respectively.

Previous report

Revenues — For the three months ended March 30, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions, partially offset by an organic revenue decline. The organic revenue decline was due primarily to decreased sales of heating products associated with (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the respective prior-year period that was supported by elevated backlog resulting from the effects of the COVID-19 Pandemic.
Reworded paragraphs (40)

Previous wording

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 months ended March 30, 2024 and April 1, 2023. 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. Any longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.

Current wording

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 29, 2024 and July 1, 2023. 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.

Previous wording

▪Acquired on April 3, 2023 for cash consideration of $125.5, inclusive of an adjustment to the purchase price of $0.2 paid during the third quarter of 2023 related to acquired working capital, and net of cash acquired of$1.0.

Current wording

▪Acquired on April 3, 2023 for cash consideration of $125.5, inclusive of an adjustment to the purchase price of $0.2 paid during the third quarter of 2023 related to acquired working capital, and net of cash acquired of $1.0.

Previous wording

▪Acquired on February 7, 2024 for cash consideration of Canadian Dollars (“CAD”) 396.8 (or $294.1 at the time of payment), net of cash acquired of $1.5.

Current wording

▪Acquired on February 7, 2024 for cash consideration of Canadian Dollar (“CAD”) 396.8 (or $294.1 at the time of payment), net of cash acquired of $1.5.

Previous wording

Revenues —For the three months ended March 30, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the Detection and Measurement reportable segment, partially offset by an organic revenue decline within the HVAC reportable segment. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher large project volume within the communication technologies business. The organic revenue decline within the HVAC reportable segment was due primarily to decreased sales of heating products associated with (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the respective prior-year period that was supported by elevated backlog resulting from the effects of the COVID-19 Pandemic.

Current wording

Revenues for the three months ended June 29, 2024, totaled $501.3 compared to $423.3 during the respective period in 2023. The increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and ASPEQ acquisitions (each within the HVAC 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. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project. The organic revenue decline within the Detection and Measurement reportable segment was driven by lower large project volumes primarily within the communication technologies business.

Previous wording

During the three months ended March 30, 2024, we generated operating income of $64.6, compared to $49.8 for the respective period in 2023. The increase in operating income during the three months ended March 30, 2024 was due primarily to higher income for both our HVAC and Detection and Measurement reportable segments of $25.4, partially offset by increases in intangible asset amortization expense of $8.5 and acquisition-related costs (primarily related to the Ingénia and ASPEQ acquisitions) of$2.9. The increase in income for our HVAC reportable segment was primarily due to (i) the inorganic revenue growth mentioned above and (ii) favorable product mix. The increase in income for our Detection and Measurement reportable segment was due primarily to the organic revenue growth mentioned above. The increase in intangible asset amortiza tion expense was driven by the acquisitions mentioned above.

Current wording

During the three and six months ended June 29, 2024, we generated operating income of $74.6 and $139.2, respectively, compared to $51.3 and $101.1 for the respective periods in 2023. The increase in operating income during the three and six months ended June 29, 2024, compared to the respective periods in 2023, was due primarily to higher income from our reportable segments of $33.2 and $58.6, respectively, and lower corporate expense of $4.6 and $5.3, respectively, primarily due to lower strategic and acquisition-related costs, partially offset by increases in (i) intangible asset amortization expense of $5.3 and $13.8, respectively and (ii) integration costs of $0.8 and $2.8, respectively, primarily related to the Ingénia and ASPEQ acquisitions. In addition, the three and six months ended June 29, 2024 included a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration. The increase in income from our HVAC and Detection and Measurement reportable segments was primarily due to (i) the revenue growth mentioned above, (ii) more favorable product mix primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives. The increase in intangible asset amortization expense was driven by the acquisitions mentioned above.

Previous wording

Operating Activities — The increase in cash flows from operating activities during the three months ended March 30, 2024, compared to the respective period in 2023, was due primarily to the increase in income discussed above, exclusive of the non-cash expenses incurred during the respective periods, partially offset by (i) $11.9 in additional short-term incentive compensation payments and (ii) a payment, during the three months ended March 30, 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.

Current wording

Cash flows from operating activities associated with continuing operations totaled $69.4 for the six months ended June 29, 2024, compared to cash flows from operating activities of $74.6 during the six months ended July 1, 2023. The decrease in cash flows from operating activities was due primarily to (i) decreases in cash flows at certain of our project-related businesses, as cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (ii) $11.9 in additional short-term incentive compensation payments, (iii) 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 (iv) payment of $8.4 associated with a settlement for additional contingent consideration to the seller of ULC mentioned above. These impacts were partially offset by cash inflows resulting from the increase in income discussed above, exclusive of the non-cash expenses (primarily intangible asset amortization) incurred during the respective periods, and reductions in the level of elevated purchases of raw materials and components during the 2024 period due to stabilization of the supply chain environment.

Previous wording

The following table provides selected financial information for the three months ended March 30, 2024 and April 1, 2023, including the reconciliation of the organic revenue increase to the net revenue increase:

Current wording

The following table provides selected financial information for the three and six months ended June 29, 2024 and July 1, 2023, including the reconciliation of organic revenue increase to the net revenue increase:

Previous wording

Revenues for the three months ended March 30, 2024 totaled $465.2, compared to $399.8 during the respective period in 2023. The increase in revenues during the three months ended March 30, 2024, compared to the respective prior-year period, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the Detection and Measurement reportable segment, partially offset by an organic revenue decline within the HVAC reportable segment. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher large project volume within the communication technologies business. The organic revenue decline within the HVAC reportable segment was due primarily to decreased sales of heating products associated with (i) the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) higher volumes during the respective prior-year period that was supported by elevated backlog resulting from the effects of the COVID-19 Pandemic.

Current wording

Revenues —For the three months ended June 29, 2024, revenues totaled $501.3 compared to $423.3 during the respective period in 2023. The increase in revenues, compared to the respective period in 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and ASPEQ acquisitions (each within the HVAC 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. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with volume increases, including execution of a larger than typical service project. The organic revenue decline within the Detection and Measurement reportable segment was driven by lower large project volumes primarily within the communication technologies business.

Previous wording

Gross Profit — For the three months ended March 30, 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective period in 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage and (ii) favorable product mix within the HVAC reportable segment.

Current wording

Gross Profit —For the three and six months ended June 29, 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective periods in 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable product mix from certain large projects within our transportation, communication technologies and aids to navigation businesses within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives.

Previous wording

Selling, General and Administrative (“SG&A”) Expense — For the three months ended March 30, 2024, the increase in SG&A expense, compared to the respective period in 2023, was due primarily to (i) incremental SG&A resulting from the acquisitions of Ingénia, ASPEQ, and TAMCO of $8.4, (ii) higher employee compensation expense primarily driven by merit increases and growth-related headcount additions, and (iii) higher acquisition-related costs of $2.0, partially offset by lower commissions primarily at our heating products businesses due to the lower revenues mentioned above.

Current wording

Selling, General and Administrative (“SG&A”) Expense — For the three months ended June 29, 2024, the increase in SG&A expense, compared to the respective period in 2023, was due primarily to incremental SG&A resulting from the acquisitions of Ingénia and ASPEQ of $6.1 (including higher integration costs of $1.0) partially offset by lower corporate expense resulting primarily from a reduction in various strategic and acquisition-related costs of $4.3.

Previous wording

Intangible Amortiz ation — For the three months ended March 30, 2024, the increase in intangible asset amortization expense, compared to the respective period in 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisitions of Ingénia, ASPEQ, and TAMCO.

Current wording

Intangible Amortiz ation — For the three and six months ended June 29, 2024, the increase in intangible amortization, compared to the respective periods in 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisitions of Ingénia and ASPEQ and, for the six month period, the acquisition of TAMCO.

Previous wording

Special Charges, net — Special charges, net for the three months ended March 30, 2024 related primarily to 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.

Current wording

Special Charges, net — Special charges, net, for 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.

Previous wording

Other Income (Expense), net — Other expense, net, for the three months ended March 30, 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 $0.8, and pension and postretirement expense of $0.4, partially offset by income of $0.9 derived from company-owned life insurance (“COLI”) policies and foreign currency transaction gains of $0.5.

Current wording

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 policies.

Previous wording

Other income, net, for the three months ended April 1, 2023 was composed primarily of a gain of $3.6 related to a change in the estimated fair value of an equity security that we hold, partially offset by foreign currency transaction losses of $0.6 and pension and postretirement expense of $0.2.

Current wording

Other income, net, for the six months ended July 1, 2023 was composed primarily of a gain of $3.6 related to a change in the estimated fair value of an equity security that we hold and a gain of $0.4 related to income derived from COLI policies, partially offset by foreign currency transaction losses of $0.7, pension and postretirement expense of $0.4, and environmental remediation charges of $0.2.

Previous wording

Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during the three months ended March 30, 2024, compared to the respective period in 2023, was the result of higher average debt balances and a higher effective interest rate during the 2024 period. The higher average debt balances primarily resulted from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions. Refer to Note 12 to the condensed consolidated financial statements for additional details.

Current wording

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 29, 2024, compared to the respective periods in 2023, was due primarily to higher average debt balances during the 2024 periods and, to a lesser extent, a higher average effective interest rate. The higher average debt balances primarily resulted from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions. Refer to Note 12 to the condensed consolidated financial statements for additional details.

Previous wording

Income Tax Provision — For the three months ended March 30, 2024, we recorded an income tax provision of $1.9 on $51.1 of pre-tax income from continuing operations, resulting in an effective rate of 3.7%. This compares to an income tax provision for the three months ended April 1, 2023 of $11.3 on $50.4 of pre-tax income from continuing operations, resulting in an effective rate of 22.4%. The most significant item impacting the income tax provision for the first quarters of 2024 and 2023 was $10.9 and $0.9, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods.

Current wording

For the six months ended June 29, 2024, we recorded an income tax provision of $17.1 on $111.5 of pre-tax income from continuing operations, resulting in effective rate of 15.3%. This compares to an income tax provision for the six months ended July 1, 2023 of $19.1 on $96.5 of pre-tax income from continuing operations, resulting in an effective rate of 19.8%. The most significant items impacting the income tax provision during the first half of 2024 and 2023 were (i) $11.1 and $1.4, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $0.5 of tax provision and $1.2 of tax benefit, respectively, related to revisions to liabilities for uncertain tax positions. In addition, the 2023 rate was favorably impacted by a tax benefit of $1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized.

Previous wording

Income — For the three months ended March 30, 2024, the increase in income and margin, compared to the respective period in 2023, was primarily due to the organic revenue growth mentioned above and associated beneficial operating leverage.

Current wording

Income —For the three and six months ended June 29, 2024, the increase in income and margin, compared to the respective periods in 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives.

Previous wording

Backlog — The segment had backlog of $461.9 and$270.3 as of March 30, 2024 and April 1, 2023, respectively. Backlog associated with the Ingénia, ASPEQ, and TAMCO acquisitions totaled $137.5 as of March 30, 2024.

Current wording

Backlog — The segment had backlog of $433.7 and $337.2 as of June 29, 2024 and July 1, 2023, respectively. Backlog associated with the Ingénia acquisition totaled $107.5 as of June 29, 2024.

Previous wording

Revenues — For the three months ended March 30, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to organic revenue growth resulting from higher large project volume within the communication technologies business.

Current wording

For the six months ended June 29, 2024, the increase in revenues, compared to the respective period in 2023, was due primarily to organic revenue growth. The organic revenue growth was due primarily to higher large project volumes within our communication technologies business.

Previous wording

Income —For the three months ended March 30, 2024, theincrease in income and margin, compared to the respective period in 2023, was due primarily to (i) the inorganic revenue growth mentioned above and (ii) favorable product mix.

Current wording

Income — For the three and six months ended June 29, 2024, the increase in income and margin, compared to the respective periods in 2023, was due primarily to (i) more favorable product mix from certain large projects within our transportation, communication technologies, and aids to navigation businesses and (ii) the impact of continuous improvement initiatives.

Previous wording

Backlog — The segment had backlog of$206.5 and$244.7 as of March 30, 2024 and April 1, 2023, respectively.

Current wording

Backlog — The segment had backlog of $205.4 and $233.9 as of June 29, 2024 and July 1, 2023, respectively.

Previous wording

Corporate Expense — Corporate expense generally relates to the operating cost associated with our Charlotte, North Carolina corporate headquarters. The decrease in corporate expense during the three months ended March 30, 2024, compared to the respective period in 2023, was due primarily to lower short-term compensation expense during the first quarter of 2024.

Current wording

Corporate Expense — Corporate expense generally relates to the operating costs of our Charlotte, North Carolina corporate headquarters. The decrease in corporate expense during the three months ended June 29, 2024, compared to the respective period in 2023, was due primarily to lower expense related to various strategic and acquisition-related costs of $4.3 largely driven by the ASPEQ and TAMCO acquisitions in 2023.

Previous wording

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 three months ended March 30, 2024 and April 1, 2023.

Current wording

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 29, 2024 and July 1, 2023.

Previous wording

Cash flows from operating activities associated with continuing operations totaled $10.7 for the three months ended March 30, 2024, compared to cash flows from operating activities of $0.8 during the three months ended April 1, 2023. The increase in cash flows from operating activities was due primarily to the increase in income discussed above, exclusive of the non-cash expenses incurred during the respective periods, partially offset by (i) $11.9 in additional short-term incentive compensation payments and (ii) a payment, during the three months ended March 30, 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.

Current wording

Operating Activities — The decrease in cash flows from operating activities for the six months ended June 29, 2024, compared to the six months ended July 1, 2023, was due primarily to (i) decreases in cash flows at certain of our project-related businesses, as cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (ii) $11.9 in additional short-term incentive compensation payments, (iii) 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 (iv) payment of $8.4 associated with a settlement with the seller of ULC for additional contingent consideration as mentioned previously. These impacts were partially offset by cash inflows resulting from the increase in income discussed above, exclusive of the non-cash expenses (primarily intangible asset amortization) incurred during the respective periods, and reductions in the level of elevated purchases of raw materials and components during the 2024 period due to stabilization of the supply chain environment.

Previous wording

Investing Activities — Cash flows used in investing activities for the three months ended March 30, 2024 were comprised primarily of net cash utilized in the acquisitionof Ingénia of $294.1 and capital expenditures of $9.9.

Current wording

Investing Activities — Cash flows used in investing activities of continuing operations for the six months ended June 29, 2024 were comprised primarily 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. Cash flows used in investing activities of continuing operations for the six months ended July 1, 2023 were comprised of net cash utilized in the acquisitions of TAMCO and ASPEQ of $547.1 and capital expenditures of $8.7, partially offset by proceeds from COLI policies of $1.0.

Previous wording

Financing Activities — Cash flows from financing activities for the three months ended March 30, 2024 were comprised of net borrowings under our credit facilities and trade receivables financing arrangement of $278.0 and $18.0, 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 $3.0 and net repayments under our other various debt instruments of $0.3.

Current wording

Financing Activities — 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.

Previous wording

Cash flows from financing activities for the three months ended April 1, 2023 were comprised of borrowings under our credit facilities and trade receivable financing arrangement of $20.0 and $47.0, respectively, in connection with the TAMCO acquisition, partially offset by minimum withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $4.1.

Current wording

Cash flows from financing activities of continuing operations for the six months ended July 1, 2023 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $400.0 and $30.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions, minimum withholdings paid on behalf of employees on long-term incentive awards, net of proceeds from options exercised, of $2.4, and fees paid in connection with the Incremental Term Loan of $1.3.

Previous wording

Discontinued Operations — Cash used in discontinued operations for the three months ended March 30, 2024 relate primarily to disbursements for liabilities retained in connection with previous dispositions.

Current wording

Discontinued Operations — 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.

Previous wording

Cash used in discontinued operations for the three months ended April 1, 2023 relate primarily to disbursements for professional fees incurred in connection with the then-existing claim activities related to the large power projects in South Africa (see Notes 3 and 15 to the condensed consolidated financial statements for additional details).

Current wording

Cash flows used in discontinued operations for the six months ended July 1, 2023 relate primarily to disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa (see Notes 3 and 15 to the condensed consolidated financial statements for additional details).

Previous wording

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 quarter of 2024 and 2023.

Current wording

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 2024 and 2023.

Previous wording

Borrowings — The following summarizes our debt activity (both current and non-current) for the three months ended March 30, 2024.

Current wording

Borrowings — The following summarizes our debt activity (both current and non-current) for the six months ended June 29, 2024.

Previous wording

(1)While the revolving credit facility extends through August 2027 under the terms of our senior credit agreement, it is available in notes that mature, but may be reissued upon maturity, over varying terms of twelve months or less. The revolving credit facility, classified within short-term debt, is primarily used to provide liquidity for general corporate and business needs or for funding acquisitions. The revolving credit facility was utilized as the primary funding mechanism for the Ingénia acquisition.

Current wording

(1)While the revolving credit facility extends through August 2027 under the terms of the Credit Agreement, it is available in notes that mature, but may be reissued upon maturity, over varying terms of twelve months or less. The revolving credit facility, classified within short-term debt, is primarily used to provide liquidity for general corporate and business needs or for funding acquisitions. The revolving credit facility was utilized as the primary funding mechanism for the Ingénia acquisition.

Previous wording

(2)The term loans are repayable in quarterly installments equal to 0.625% of the initial term loan balances of $545.0, in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, 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 $1.6 and $1.7 at March 30, 2024 and December 31, 2023, respectively.

Current wording

(2)The term loans are repayable in quarterly installments equal to 0.625% of the initial balances of $545.0, in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, 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 $1.5 and $1.7 at June 29, 2024 and December 31, 2023, respectively.

Previous wording

(3)Under this arrangement, we can borrow, on a continuous basis, up to $60.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At March 30, 2024, we had $5.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $34.0.

Current wording

(3)Under this arrangement, we can borrow, on a continuous basis, up to $60.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At June 29, 2024, we had $5.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $55.0.

Previous wording

(4)Primarily includes balances under a purchase card program of $1.6 and $1.9 and finance lease obligations of $0.8 and $0.5 at March 30, 2024 and December 31, 2023, 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.

Current wording

(4)Primarily includes balances under a purchase card program of $1.3 and $1.9 and finance lease obligations of $0.7 and $0.5 at June 29, 2024 and December 31, 2023, 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.

Previous wording

(5)“Other” includes the impact of amortization of debt issuance costs associated with the term loans.

Current wording

(5)“Other” includes the amortization of debt issuance costs associated with the term loans.

Previous wording

At March 30, 2024, we were in compliance with all covenants of our senior credit agreement.

Current wording

At June 29, 2024, we were in compliance with all covenants of the Credit Agreement.

Previous wording

Availability — At March 30, 2024, we had $207.8 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $281.4 and $10.8 reserved for outstanding letters of credit. In addition, at March 30, 2024, we had $8.6 of available issuance capacity under our foreign credit instrument facilities after giving effect to $16.4 reserved for outstanding letters of credit.

Current wording

Availability — At June 29, 2024, we had $288.9 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $200.0 and $11.1 reserved for outstanding letters of credit. In addition, at June 29, 2024, we had $6.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $18.6 reserved for outstanding lettersof credit.

Previous wording

The Company has investments in COLI policies, which are recorded at their cash surrender value of $75.8 and $76.7 at March 30, 2024 and December 31, 2023, respectively. The Company has the ability to borrow against a portion of its investment in the COLI policies as an additional source of liquidity. At March 30, 2024, the Company had not borrowed against any of its existing COLI policies’ cash surrender value. See Note 12 to the consolidated financial statements for additional information.

Current wording

The Company has investments in 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. The Company has the ability to borrow against a portion of its 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. Such borrowings were used primarily to pay down amounts payable under the revolving credit facility. The amounts borrowed incur interest at a rate of 5.3%. The cash surrender value of the Company’s investments in COLI assets, net of the aforementioned borrowing, was $34.9 and $76.7 at June 29, 2024 and December 31, 2023, respectively, recorded in “Other assets” on the condensed consolidated balance sheets. See Note 12 to the condensed consolidated financial statements for additional information.

Previous wording

Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the Ingénia acquisition discussed above, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2023 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $3.3 as of March 30, 2024. 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 $0.2.

Current wording

Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the Ingénia acquisition discussed above, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2023 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $3.9 as of June 29, 2024. 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 $0.2.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Other Income (Expense), net —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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Cash flows used in investing activities for the three months ended April 1, 2023 were comprised primarily of capital expenditures of $4.0.