SPX Technologies, Inc.
For the period ended Sep 27, 2025. Filed Oct 31, 2025.
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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.
Sep 27, 2025 · Filed Oct 31, 2025
SPXC$142.71+3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-28; filed 2025-08-01.
0000088205-25-000062
Item 2. – Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-27; filed 2025-10-31.
0000088205-25-000073
Item 2. – Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 111 previous paragraphs and 129 current paragraphs.
53 unchanged; 53 reworded; 19 added; 2 removed; 3 previous and 4 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 (19)
Current report
•Financing Activities
Current report
◦On September 9, 2025, we amended and restated our senior credit agreement(as amended, the“Credit Agreement”).
Current report
▪The amendment provides for committed senior secured financing in the aggregate amount of $2,025.0, including a multicurrency revolving credit facility in an aggregate principal amount up to the equivalent of $1,500.0, and makes certain conforming changes and other amendments to the Credit Agreement.
Current report
▪We expect to utilize the credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.
Current report
◦We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. During the first nine months of 2024, we borrowed $41.2 against the cash surrender value of these COLI policies. During the nine months ended September 27, 2025, we repaid the then-outstanding borrowings totaling $37.4, inclusive of accrued interest.
Current report
•Registered Direct Offering
Current report
◦On August 12, 2025, the Company entered into an underwritten public offering with certain investors, pursuant to which the Company agreed to issue and sell in a registered direct offering to such investors 3.059 shares of the Company's common stock, at a purchase price of $188.0 per share (the “Offering”).
Current report
◦The Offering was made pursuant to the shelf registration statement on Form S-3 (Registration No. 333-289489) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission.
Current report
◦The net proceeds to the Company from the Offering, after deducting underwriting discounts, commissions, and offering expenses payable by the Company of $23.9, were $551.1.
Current report
•Resolution of Claims with Prime Contractor of South Africa Power Projects
Current report
◦On September 5, 2023, SPX Technologies and our DBT Technologies (PTY) LTD (“DBT”) business entered into an agreement with MHI to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”).
Current report
◦In connection with the Settlement Agreement, DBT made a payment of $25.1 (net of $2.0 received on a related foreign currency forward agreement) to MHI during the third quarter of 2024 in connection with the Settlement Agreement.
Current report
◦There are no further payment obligations to MHI under the terms of the Settlement Agreement.
Current report
Gross Profit —For the three months ended September 27, 2025, the increase in gross profit, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above. The slight decrease in gross profit as a percentage of revenue was primarily due to a less favorable project mix within our Detection and Measurement reportable segment, partially offset by operating leverage on the revenue growth mentioned above.
Current report
Other expense, net, for the three months ended September 28, 2024 was composed primarily of foreign currency transaction losses of $1.1, environmental remediation charges of $0.3, pension and postretirement expense of $0.2, and losses on fixed asset disposals of $0.2, partially offset by income of $0.5 derived from COLI policies.
Current report
The increase in interest expense, net, during the nine months ended September 27, 2025, compared to the respective periods in 2024, was due primarily tohigher average debt balances during the 2025 period, despite the impact of the repayment of the borrowings under the revolving credit facility from a portion of the net proceeds of the Offering, partially offset by an increase in interest income. The higher average debt balances primarily resulted from borrowings associated with acquisitions. The increase in interest income resulted from interest earned on higher cash balances. Refer to Note 12 to the condensed consolidated financial statements for additional details.
Current report
Loss on Amendment/Refinancing of Senior Credit Agreement — During the third quarter of 2025, we recorded charges of $1.5 associated with the amendment to the Credit Agreement to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of previously unamortized deferred financing costs totaling $1.0 and transaction costs of $0.5.
Current report
Revenues — For the three months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due to organic revenue growth and, to a lesser extent, inorganic revenue growth resulting from the KTS acquisition. The organic revenue growth was driven primarily by higher project volumes within our communication technologies business.
Current report
Income — For the three months ended September 27, 2025, the increase in income and margin, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above and associated leverage on our fixed costs, particularly within SG&A expenses. This increase was partially offset by the impact of a less favorable project mix primarily within our communications technologies and transportation systems businesses.
Removed paragraphs (2)
Previous report
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.
Previous report
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.
Reworded paragraphs (53)
Previous wording
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 …
Excerpt shortened here; the source contains the full paragraph.
Current wording
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 …
Excerpt shortened here; the source contains the full paragraph.
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 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.
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 nine months ended September 27, 2025 and September 28, 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 adverse impact to be material to our operating results. These conflicts have created significant 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 January 27, 2025 for cash consideration of $342.4, inclusive of amounts related to future service obligations of certain existing employees of $46.5.
Current wording
▪Acquired on January 27, 2025 for cash consideration of $340.0, inclusive of amounts related to future service obligations of certain existing employees of $46.5 and net of an adjustment to the purchase price of $2.4 received during the third quarter of 2025 related to acquired working capital.
Previous wording
◦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.
Current wording
◦We recorded no adjustments to the fair value during the three months ended September 27, 2025 and September 28, 2024. We recorded gains (losses) of $4.5 and $(4.2) during the nine months ended September 27, 2025 and September 28, 2024, respectively.
Previous wording
◦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.
Current wording
◦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. The Act has several provisions which have, and will continue to, reduce our taxes paid in 2025. We have included the impact of the Act in our condensed consolidated balance sheet at September 27, 2025. We do not expect the legislation to have a material impact on our results of operations.
Previous wording
◦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 wording
◦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 nine months ended September 28, 2024. We expect this payment to be tax deductible in future periods.
Previous wording
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.
Current wording
Revenues for the three months ended September 27, 2025 totaled $592.8, compared to $483.7 during the respective period in 2024. The increase in revenues, compared to the respective period in 2024, was due primarily to (i) organic revenue growth within the Detection and Measurement and the HVAC reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega acquisition within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Previous wording
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.
Current wording
Revenues for the nine months ended September 27, 2025 totaled $1,627.8, compared to $1,450.2 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 and Detection and Measurement reportable segments.
Previous wording
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.
Current wording
During the three and nine months ended September 27, 2025, we generated operating income of $97.1 and $250.3, respectively, compared to $78.9 and $218.1 for the respective periods in 2024.
Previous wording
The following table provides selected financial information for the three and six months ended June 28, 2025 and June 29, 2024:
Current wording
The following table provides selected financial information for the three and nine months ended September 27, 2025 and September 28, 2024:
Previous wording
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.
Current wording
Revenues —The increase in revenues for the three months ended September 27, 2025, compared to the respective period in 2024, was due primarily to(i) organic revenue growth within the Detection and Measurement and the HVAC reportable segments and (ii) inorganic revenue growth resulting from the Sigma & Omega acquisition within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Previous wording
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.
Current wording
The increase in revenues for the nine months ended September 27, 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 and Detection and Measurement reportable segments.
Previous wording
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.
Current wording
For the nine months ended September 27, 2025, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective period in 2024, was due primarily to(i) the revenue growth mentioned above and associated operating leverage, and (ii) favorable project execution and more accretive mix within our HVAC reportable segment.
Previous wording
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.
Current wording
Selling, General and Administrative (“SG&A”) Expense — For the three months ended September 27, 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$5.5,(ii) increases in personnel costs primarily due to annual merit increases, growth-related headcount additions and higher short-term incentive compensation driven by strong operating performance, and (iii) incremental SG&A resulting from the acquisitions of KTS and Sigma & Omega of$2.7.
Previous wording
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.
Current wording
For the nine months ended September 27, 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 $15.4, (ii)incremental SG&A resulting from the acquisitions of Ingénia, KTS and Sigma & Omega of $6.8, (iii) increases in personnel costs primarily due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.
Previous wording
Intangible Amortiz ation — 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.
Current wording
Intangible Amortiz ation — For the three and nine months ended September 27, 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.
Previous wording
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.
Current wording
Special Charges, net — Special charges, net, for the three and nine months ended September 27, 2025 and the three and nine months ended September 28, 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 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 wording
Other Operating Expense, net — Other operating expense, net for the nine months ended September 28, 2024 related to a charge of $8.4 regarding a settlement with the seller of ULC referred to previously.
Previous wording
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.
Current wording
Other Expense, net — Other expense, net, for the three months ended September 27, 2025 was composed primarily of environmental remediation charges of $3.9, pension and postretirement expense of $0.6, and foreign currency transaction losses of $0.5, partially offset by income of $1.4 derived from COLI policies and a gain of $0.4 related to the settlement of our interest rate swaps.
Previous wording
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.
Current wording
Other expense, net, for the nine months ended September 27, 2025 was composed primarily of environmental remediation charges of $5.7, pension and postretirement expense of $2.6 (including net settlement and actuarial losses of $0.8), and foreign currency transaction losses of $1.9, partially offset by a gain of $4.5 related to a change in the estimated fair value of an equity security that we hold, income of $3.1 derived from COLI policies and a gain of $0.4 related to the settlement of our interest rate swaps.
Previous 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 polices.
Current wording
Other expense, net, for the nine months ended September 28, 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 $2.1, pension and postretirement expense of $1.0, foreign currency transaction losses of $0.8, and losses on fixed asset disposals of $0.2, partially offset by income of $1.4 derived from COLI polices.
Previous 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 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.
Current wording
Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The decrease in interest expense, net, during the three months ended September 27, 2025, compared to the respective period in 2024, was due primarily to (i) increased interest income on higher cash balances and (ii) lower average debt balances as a result of the repayment of borrowings then outstanding under the revolving credit facility from a portion of the net proceeds of the Offering. Refer to Note 12 to the condensed consolidated financial statements for additional details.
Previous wording
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.
Current wording
Income Tax Provision — For the three months ended September 27, 2025, we recorded an income tax provision of $18.4 on $81.5 of pre-tax income from continuing operations, resulting in an effective rate of 22.6%. This compares to an income tax provision for the three months ended September 28, 2024 of $15.1 on $66.0 of pre-tax income from continuing operations, resulting in an effective rate of 22.9%. The most significant item impacting the income tax provision for the third quarters of 2025 and 2024 was $2.3 and $0.7, respectively, of tax benefits resulting from increased federal tax credits.
Previous wording
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.
Current wording
For the nine months ended September 27, 2025, we recorded an income tax provision of $42.0 on $209.3 of pre-tax income from continuing operations, resulting in effective rate of 20.1%. This compares to an income tax provision for the nine months ended September 28, 2024 of $32.2 on $177.5 of pre-tax income from continuing operations, resulting in an effective rate of 18.1%. The most significant items impacting the income tax provision during the first nine months of 2025 and 2024 were (i) $9.4 and $10.8, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods, (ii) $2.3 and $0.7, respectively, of tax benefits resulting from increased federal tax credits, and (iii) $0.8 and $0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
Previous wording
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.
Current wording
Revenues — For the three months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to organic revenue growth and, to a lesser extent, inorganic revenue growth from the Sigma & Omega acquisition. The organic revenue growth was due predominantly to higher volumes of both heating and cooling products driven by continued strength in demand and higher throughput primarily from increased production capacity.
Previous wording
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.
Current wording
For the nine months ended September 27, 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 organic revenue growth. The organic revenue growth was due predominantly to higher volumes of both heating and cooling products driven by continued strength in demand and higher throughput primarily from increased production capacity, as well as the impact of higher volumes of heating products in the current period associated with the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024.
Previous wording
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.
Current wording
Income —For the three and nine months ended September 27, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to the higher volumes mentioned above and associated operating leverage. In addition, the nine months ended September 27, 2025, compared to the respective period in 2024, included a more accretive mix and favorable project execution primarily within our cooling products business.
Previous wording
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.
Current wording
Backlog — The segment had backlog of $578.5 and $437.7 as of September 27, 2025 and September 28, 2024, respectively. Backlog associated with the Sigma & Omega acquisition totaled $53.4 as of September 27, 2025.
Previous wording
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.
Current wording
For the nine months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth. The organic revenue growth was due primarily to higher project volumes within our communication technologies business, partially offset by lower project volumes primarily within our aids to navigation business.
Previous wording
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.
Current wording
For the nine months ended September 27, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to (i) higher project volumes and associated leverage on our fixed costs, particularly within SG&A expenses, and a more favorable product mix from projects primarily within our communication technologies business and (ii) income resulting from the KTS acquisition. These increases were partially offset by the impact of the lower project volumes within our aids to navigation business mentioned above and the impact of a less favorable project mix within our transportation systems business.
Previous wording
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.
Current wording
Backlog — The segment had backlog of $366.1 and $193.5 as of September 27, 2025 and September 28, 2024, respectively. Backlog associated with the KTS acquisition totaled $57.1 as of September 27, 2025.
Previous wording
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.
Current wording
Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters in Charlotte, North Carolina. Corporate expense remained flat during the three months ended September 27, 2025, compared to the respective period in 2024, as a result of increased costs incurred for professional services being offset by lower expense related to acquisition and integration-related costs of $0.2.
Previous wording
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.
Current wording
The increase in corporate expense during the nine months ended September 27, 2025, compared to the respective period in 2024, was due primarily to higher expense related to acquisition and integration-related costs largely driven by expense incurred for the KTS and Sigma & Omega acquisitions in 2025, partially offset by the Ingénia acquisition in 2024.
Previous wording
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.
Current wording
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 for the three and nine months ended September 27, 2025, compared to the respective periods in 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, (ii) the accumulation of awards related to recent changes in certain key management positions, and (iii) the immediate vesting of awards as a result of an executive officer reaching retirement eligibility, partially offset by the impact of forfeitures from participant resignations.
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 six months ended June 28, 2025 and June 29, 2024.
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 nine months ended September 27, 2025 and September 28, 2024.
Previous wording
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.
Current wording
Operating Activities — Cash flows from operating activities associated with continuing operations totaled $139.8 for the nine months ended September 27, 2025, compared to cash flows from operating activities of $146.4 during the nine months ended September 28, 2024. The decrease in cash flows from operating activities for the nine months ended September 27, 2025, compared to the nine months ended September 28, 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 to support the growth within our HVAC and Detection and Measurement reportable segments, partially offset by (i) the increase in income, exclusive of the non-cash items 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.
Previous wording
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.
Current wording
Investing Activities — Cash flows used in investing activities of continuing operations for the nine months ended September 27, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS and Sigma & Omega, of $445.3, net cash outflows from COLI policies activity of $30.3 (inclusive of repayments related to amounts previously borrowed under such policies of $37.4 - see Note 12 to the condensed consolidated financial statements for additional details) and capital expenditures of $23.6.
Previous wording
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.
Current wording
Cash flows used in investing activities of continuing operations for the nine months ended September 28, 2024 were comprised of net cash utilized in the acquisition of Ingénia of $292.0 and capital expenditures of $28.2, 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.
Previous wording
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.
Current wording
Financing Activities — Cash flows from financing activities of continuing operations for the nine months ended September 27, 2025 were comprised primarily of net cash proceeds of $551.1 related to the completion of the Offering (see Note 14 to the condensed consolidated financial statements for additional details) and net borrowings under our other various debt instruments of $0.1, partially offset by (i) net repayments under the Credit Agreement and trade receivables financing arrangement of $104.6 and $9.0, respectively, (ii) minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $8.3 and (iii) financing fees paid in connection with an amendment to the Credit Agreement of $4.7.
Previous wording
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.
Current wording
Cash flows from financing activities of continuing operations for the nine months ended September 28, 2024 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $148.2 and $31.0, respectively, primarily in connection with the Ingénia acquisition. Additionally, proceeds from options exercised net of withholdings paid on behalf of employees related to long-term incentive awards of $1.1 were offset by financing fees paid in connection with an amendment to our senior credit agreement of $2.6, and net repayments under our other various debt instruments of $0.8.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
◦During the second quarter of 2025, we renewed, and increased the capacity of, our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
Current report — wording carried from elsewhere
◦See Note 17 to our condensed consolidated financial statements for additional details.
Current report — wording carried from elsewhere
◦See Note 3 to our condensed consolidated financial statements for additional details.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
Previous report — wording carried elsewhere
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 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.
Previous report — wording carried elsewhere
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