SPX Technologies, Inc.
For the period ended Sep 26, 2026. Filed Oct 30, 2026.
View on SEC.govAbout 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.
Sep 26, 2026 · Filed Oct 30, 2026
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 2026-06-27; filed 2026-07-31.
0000088205-26-000053
Item 2. – Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-26; filed 2026-10-30.
0000088205-26-000061
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 104 previous paragraphs and 122 current paragraphs.
51 unchanged; 45 reworded; 23 added; 7 removed; 1 previous and 3 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 (23)
Current report
•Acquisitions (see Note 3 to our condensed consolidated financial statements for additional details)
Current report
▪Acquired on January 20, 2026 for cash consideration of $140.5, inclusive of an adjustment to the purchase price of $0.3 recorded in the third quarter of 2026 related to acquired working capital and net of cash acquired of $1.3.
Current report
◦Neptronic Inc. (“Neptronic”)
Current report
▪Acquired on July 22, 2026 for cash consideration of $428.4, net of cash acquired of $6.1.
Current report
▪Post-acquisition operating results of Neptronic are included within our HVAC reportable segment.
Current report
◦FIS Water, LLC (“FIS Water”)
Current report
▪Acquired on September 15, 2026 for cash consideration of $405.0, net of cash acquired of $6.7.
Current report
▪Post-acquisition operating results of FIS Water are included within our HVAC reportable segment.
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 nine months ended September 27, 2025, we repaid the then-outstanding borrowings totaling $37.4, inclusive of accrued interest.
Current report
◦Filtran sold the underlying investments during 2026 and, during the three and nine months ended September 26, 2026, SPX received a distribution totaling $61.8 as part of Filtran's wind-up activities.
Current report
•Registered Public Offering
Current report
◦On August 12, 2025, the Company entered into an underwriting agreement, pursuant to which the Company agreed to issue and sell in a registered public offering 3.059 shares of the Company's common stock, at a purchase price of $188.0 per share (the “Offering”).
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
Revenues —The increase in revenues for the three months ended September 26, 2026, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC reportable segment, and (ii) inorganic revenue growth resulting from the Crawford, Thermolec, Neptronic, and FIS Water acquisitions within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.
Current report
Other expense, net, for the nine months ended September 26, 2026 was composed primarily of pension and postretirement expense of $3.8, expense from environmental remediation charges of $3.5, expense derived from COLI policies of $1.3, and foreign currency transaction losses of $1.4, partially offset by a gain of$3.6 related to an increase in the estimated value of an equity security in Filtran that we hold.
Current report
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 26, 2026, compared to the respective period in 2025, was primarily the result of interest of $1.5 capitalized to “Property, plant and equipment” within our condensed consolidated balance sheet related to our capacity expansion initiatives, partially offset by interest on higher average debt balances primarily associated with borrowings for the Crawford, Neptronic and FIS Water acquisitions. 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 26, 2026, the decrease in revenues, compared to the respective period in 2025, was due predominantly to an organic revenue decline. The organic revenue decline was primarily driven by lower project volumes within our communication technologies business.
Current report
Income — For the three months ended September 26, 2026, the increase in income and margin, compared to the respective period in 2025, was due primarily to (i) a more favorable product mix within our transportation and communication technologies businesses, (ii) benefits related to our segment synergy initiatives, primarily within our location and inspection and rehabilitation businesses, and (iii) resolution of a commercial matter, partially offset by lower income resulting from the organic revenue decline noted above.
Removed paragraphs (7)
Previous report
•Acquisitions
Previous report
▪Acquired on January 20, 2026 for cash consideration of $140.2, net of cash acquired of $1.3, which was funded through cash on hand.
Previous report
▪The acquisition was funded by cash on hand as well as borrowings on our revolving credit facility.
Previous report
Revenues —The increase in revenues for the three months ended June 27, 2026, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford and Thermolec acquisitions within the HVAC reportable segment.
Previous report
Other expense, net, for the six months ended June 27, 2026 was composed primarily of expense from environmental remediation charges of $3.0, $2.7 of expense derived from COLI policies, and pension and postretirement expense of $2.5, partially offset by foreign currency transaction gains of $0.2.
Previous report
On July 22, 2026, we completed the acquisition of Neptronic for net cash consideration of approximately$430.0. The acquisition was funded through available borrowings of approximately$340.0 on our revolving credit facility under our senior credit facilities, and cash on hand.
Previous report
Our Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law for any personal liability in connection with their employment or service with us. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.
Reworded paragraphs (45)
Previous wording
Ongoing geopolitical conflicts, including the armed conflicts in the Middle East, 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 27, 2026 and June 28, 2025. We are monitoring the availability of certain raw materials that are (i) supplied by businesses in the countries impacted by these conflicts and (ii) impacted by closures or disturbances to critical shipping routes. At this time, we do not expect the potential direct 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.
Current wording
Ongoing geopolitical conflicts, including the armed conflicts in the Middle East, 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 26, 2026 and September 27, 2025. We are monitoring the availability of certain raw materials that are (i) supplied by businesses in the countries impacted by these conflicts and (ii) impacted by closures or disturbances to critical shipping routes. At this time, we do not expect the potential direct 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
▪Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine markets, are non-core to our long-term strategy. These Non-core businesses were recorded as assets held for sale upon acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months. On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $60.0. In connection with the sale, we received net cash of $59.2, net of cash and debt contributed of $1.4 and $2.2, respectively, resulting in a loss of $5.7 recorded to “Loss on disposition of discontinued operations, net of tax” within the condensed consolidated statement of operations for the six months ended June 27, 2026.
Current wording
▪Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine markets, are non-core to our long-term strategy. These Non-core businesses were recorded as assets held for sale upon acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months. On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $60.0. In connection with the sale, we received net cash of $59.2, net of cash and debt contributed of $1.4 and $2.2, respectively, resulting in a loss of $5.7 recorded to “Loss on disposition of discontinued operations, net of tax” within the condensed consolidated statement of operations during the nine months ended September 26, 2026.
Previous wording
During the second quarter of 2026, we renewed our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
Current wording
◦During the second quarter of 2026, we renewed our trade receivables financing agreement for 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
Previous wording
◦During the six months ended June 28, 2025, we recorded a gain of $4.5 within “Other income (expense), net” related to increases in the estimated value of an equity security in Filtran that we hold, with no change in the estimated value of the equity security recorded during the three and six months ended June 27, 2026.
Current wording
◦During the three and nine months ended September 26, 2026 and September 27, 2025, we recorded gains of $3.6 and $3.6, and $0.0 and $4.5, respectively, within “Other income (expense), net” related to increases in the estimated value of an equity security in Filtran that we hold.
Previous wording
Revenues for the three months ended June 27, 2026 totaled $679.0, compared to $552.4 during the respective period in 2025. The increase in revenues, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford and Thermolec acquisitions within the HVAC reportable segment.
Current wording
Revenues for the three months ended September 26, 2026 totaled $714.5, compared to $592.8 during the respective period in 2025. The increase in revenues, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC reportable segment, and (ii) inorganic revenue growth resulting from the Crawford, Thermolec, Neptronic, and FIS Water acquisitions within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.
Previous wording
Revenues for the six months ended June 27, 2026 totaled $1,245.8, compared to $1,035.0 during the respective period in 2025. The increase in revenues, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford and Thermolec acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Current wording
Revenues for the nine months ended September 26, 2026 totaled $1,960.3, compared to $1,627.8 during the respective period in 2025. The increase in revenues, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford, Thermolec, Neptronic, and FIS Water acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Previous wording
During the three and six months ended June 27, 2026, we generated operating income of $115.0 and $202.7, respectively, compared to $86.6 and $153.2 for the respective periods in 2025.
Current wording
During the three and nine months ended September 26, 2026, we generated operating income of $115.3 and $318.0, respectively, compared to $97.1 and $250.3 for the respective periods in 2025.
Previous wording
The following table provides selected financial information for the three and six months ended June 27, 2026 and June 28, 2025:
Current wording
The following table provides selected financial information for the three and nine months ended September 26, 2026 and September 27, 2025:
Previous wording
The increase in revenues for the six months ended June 27, 2026, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford and Thermolec acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Current wording
The increase in revenues for the nine months ended September 26, 2026, compared to the respective period in 2025, was due primarily to (i) organic revenue growth within the HVAC and Detection and Measurement reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega, Crawford, Thermolec, Neptronic, and FIS Water acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.
Previous wording
Gross Profit —For the three and six months ended June 27, 2026, the increase in gross profit, compared to the respective periods in 2025, was due primarily to the impact of the organic and inorganic revenue growth mentioned above. The decrease in gross profit as a percentage of revenues was primarily driven by lower margins within our HVAC reportable segment driven by (i) start-up costs and related inefficiencies associated with our capacity expansion initiatives, (ii) net tariff headwinds and inflationary cost increases, and (iii) the respective 2025 periods benefiting from a more accretive mix and favorable project execution, primarily within our cooling equipment business, partially offset by favorable product related mix within our Detection and Measurement reportable segment.
Current wording
Gross Profit —For the three and nine months ended September 26, 2026, the increase in gross profit, compared to the respective periods in 2025, was due primarily to the impact of the organic and inorganic revenue growth mentioned above. The decrease in gross profit as a percentage of revenues was primarily driven by lower margins within our HVAC reportable segment driven by (i) higher growth-related costs, largely labor and supply chain inefficiencies, associated with our volume increases and capacity expansion initiatives, and (ii) elevated input costs, partially offset by favorable product mix and benefits related to our segment synergy initiatives within our Detection and Measurement reportable segment.
Previous wording
Selling, General and Administrative (“SG&A”) Expense — For the three months ended June 27, 2026, the increase in SG&A expense, compared to the respective period in 2025, was due primarily to (i) incremental SG&A resulting from the acquisitions of Thermolec and Crawford of$6.9, (ii)higher personnel-related costs, including the results of annual merit increases and growth related headcount additions, commissions, and higher short-term incentive compensation of $5.3, and (iii) higher professional fees of $3.6 associated with strategic initiatives, partially offset by lower acquisition and integration-related costs of $3.2.
Current wording
Selling, General and Administrative (“SG&A”) Expense — For the three months ended September 26, 2026, the increase in SG&A expense, compared to the respective period in 2025, was due primarily to (i) incremental SG&A resulting from the acquisitions of Thermolec, Crawford, Neptronic, and FIS Water of $3.8, (ii) higher personnel-related costs, including as a result of annual merit increases and growth-related headcount additions, commissions, and short-term incentive compensation, (iii) higher acquisition and integration-related costs of $2.1, and (iv) higher travel and advertising costs supporting our growth of $0.9.
Previous wording
For the six months ended June 27, 2026, the increase in SG&A expense, compared to the respective period in 2025, was due primarily to (i) incremental SG&A resulting from the acquisitions of Sigma & Omega, Thermolec, Crawford, and KTS of $8.8, (ii)higher personnel-related costs, including the results of annual merit increases and growth related headcount additions, commissions, and higher short-term incentive compensation of $8.4, (iii) higher professional fees of $3.3 associated with strategic initiatives, and (iv) higher travel and advertising costs supporting our growth of $2.1, partially offset by lower acquisition and integration-related costs of $4.3.
Current wording
For the nine months ended September 26, 2026, the increase in SG&A expense, compared to the respective period in 2025, was due primarily to (i) incremental SG&A resulting from the acquisitions of Sigma & Omega, Thermolec, Crawford, Neptronic, FIS Water, and KTS of $12.6, (ii)higher personnel-related costs, including as a result of annual merit increases and growth-related headcount additions, commissions, and short-term incentive compensation, and (iii) higher travel and advertising costs supporting our growth of$3.0, partially offset by lower acquisition and integration-related costs of $1.9.
Previous wording
Selling, General and Administrative — Intangible Amortiz ation — For the three and six months ended June 27, 2026, the increase in intangible asset amortization, compared to the respective periods in 2025, was primarily related to incremental amortization associated with (i) backlog from the Crawford acquisition and (ii) other intangible assets associated with the acquisitions of Thermolec and Crawford. The increase for the six months ended June 27, 2026 was also impacted by a full six months of amortization related to the KTS acquisition.
Current wording
Selling, General and Administrative — Intangible Amortiz ation — For the three and nine months ended September 26, 2026, the increase in intangible asset amortization, compared to the respective periods in 2025, was primarily related to incremental amortization associated with (i) backlog from the Crawford, Neptronic, and FIS Water acquisitions and (ii) other intangible assets associated with the acquisitions of Thermolec, Crawford, Neptronic, and FIS Water. The increase for the nine months ended September 26, 2026 was also impacted by a full nine months of amortization related to the Sigma & Omega and KTS acquisitions.
Previous wording
Special Charges, net — Special charges, net, for the three and six months ended June 27, 2026 and June 28, 2025 related primarily to recording, and subsequent adjustments of, severance and asset impairment 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 nine months ended September 26, 2026 and three and nine months ended September 27, 2025 related primarily to recording, and subsequent adjustments of, severance and asset impairment 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 28, 2025, related to a charge of $0.5 regarding the resolution of a dispute.
Current wording
Other Operating Expense, net — Other operating expense, net for the nine months ended September 27, 2025, related to a charge of $0.5 regarding the resolution of a dispute.
Previous wording
Other Income (Expense), net — Other expense, net, for the three months ended June 27, 2026 was composed primarily of expense derived from company-owned life insurance (“COLI”) policies of $2.3, environmental remediation charges of $1.8, and pension and postretirement expense of $1.2, partially offset by foreign currency transaction gains of $0.3.
Current wording
Other Income (Expense), net — Other income, net, for the three months ended September 26, 2026 was composed primarily of a gain of$3.6 related to an increase in the estimated value of an equity security in Filtran that we hold and income derived from COLI policies of $1.4, partially offset by foreign currency transaction losses of $1.6, pension and postretirement expense of $1.3 and expense from environmental remediation charges of $0.5.
Previous wording
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, 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 net asset value of our equity security in Filtran and income of $1.7 derived from 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 value of an equity security in Filtran 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
Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The decrease in interest expense, net, during the three and six months ended June 27, 2026, compared to the respective periods in 2025, was the result of lower average debt balances resulting from the repayment in the third quarter of 2025 of borrowings then-outstanding under our revolving credit facility from a portion of the net proceeds of the underwritten public offering of our common stock completed in that quarter. This was partially offset by the borrowings associated with the Crawford United acquisition. Refer to Note 12 to the condensed consolidated financial statements for additional details.
Current wording
The decrease in interest expense, net, during the nine months ended September 26, 2026, compared to the respective period in 2025, was primarily the result of lower average debt balances resulting from the repayment in the third quarter of 2025 of borrowings then outstanding under our revolving credit facility from a portion of the net proceeds of the underwritten public offering of our common stock completed in that quarter, partially offset by the borrowings associated with the Crawford, Neptronic and FIS Water acquisitions. Refer to Note 12 to the condensed consolidated financial statements for additional details. In addition, during the nine months ended September 26, 2026, we capitalized interest of $2.8 to “Property, plant and equipment” within our condensed consolidated balance sheet related to our capacity expansion initiatives.
Previous wording
Income Tax Provision — For the three months ended June 27, 2026, we recorded an income tax provision of $22.9 on $102.2 of pre-tax income from continuing operations, resulting in an effective rate of 22.4%. This compares to an income tax provision for the three months ended June 28, 2025 of $17.4 on $69.9 of pre-tax income from continuing operations, resulting in an effective rate of 24.9%. The most significant item impacting the income tax provision for the second quarters of 2026 and 2025 was $2.8 of tax benefit and $0.8 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
Current wording
Income Tax Provision — For the three months ended September 26, 2026, we recorded an income tax provision of $24.0 on $106.3 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 27, 2025 of $18.4 on $81.5 of pre-tax income from continuing operations, resulting in an effective rate of 22.6%. The most significant item impacting the income tax provision for the third quarters of 2026 and 2025 was $1.9 and $2.3, respectively, of tax benefits resulting from increased federal tax credits and incentives.
Previous wording
For the six months ended June 27, 2026, we recorded an income tax provision of $35.9 on $179.6 of pre-tax income from continuing operations, resulting in an effective rate of 20.0%. This compares to an income tax provision for the six months ended June 28, 2025 of $23.6 on $127.8 of pre-tax income from continuing operations, resulting in an effective rate of 18.5%. The most significant items impacting the income tax provision during the first half of 2026 and 2025 were (i) $7.2 and $8.8, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $2.8 of tax benefit and $0.8 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
Current wording
For the nine months ended September 26, 2026, we recorded an income tax provision of $59.9 on $285.9 of pre-tax income from continuing operations, resulting in an effective rate of 21.0%. This compares to an income tax provision for the nine months ended September 27, 2025 of $42.0 on $209.3 of pre-tax income from continuing operations, resulting in an effective rate of 20.1%. The most significant items impacting the income tax provision during the first nine months of 2026 and 2025 were (i) $7.2 and $9.4, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods, (ii) $2.8 of tax benefit and $0.8 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions, and (iii) $1.9 and $2.3, respectively, of tax benefits resulting from increased federal tax credits and incentives.
Previous wording
Revenues — For the three and six months ended June 27, 2026, the increase in revenues, compared to the respective periods in 2025, was due primarily to organic revenue growth and inorganic revenue growth from the Sigma & Omega, Thermolec and Crawford acquisitions. The organic revenue growth was due primarily to (i) higher volumes of cooling equipment primarily associated with increased data center demand and higher throughput resulting from increased capacity, and (ii) higher volumes of our heating products.
Current wording
Revenues — For the three and nine months ended September 26, 2026, the increase in revenues, compared to the respective periods in 2025, was due primarily to organic revenue growth and inorganic revenue growth from the Thermolec, Crawford, Neptronic, and FIS Water acquisitions, as well as Sigma & Omega for the nine months ended. The organic revenue growth was due primarily to (i) higher volumes of cooling equipment, mainly associated with increased data center demand, resulting from increased capacity, and (ii) higher volumes of our heating products.
Previous wording
Income —For the three and six months ended June 27, 2026, the increase in income, compared to the respective periods in 2025, was due primarily to the revenue growth mentioned above. The decrease in margin for the three and six months ended June 27, 2026, compared to the respective periods in 2025, was primarily due to (i) start-up costs and related inefficiencies associated with our capacity expansion initiatives, (ii) net tariff headwinds and inflationary cost increases, and (iii) the respective 2025 periods benefiting from a more accretive mix and favorable project execution primarily within our cooling equipment business.
Current wording
Income —For the three and nine months ended September 26, 2026, the increase in income, compared to the respective periods in 2025, was due primarily to the revenue growth mentioned above. The decrease in margin for the three and nine months ended September 26, 2026, compared to the respective periods in 2025, was primarily due to (i) higher growth-related costs, largely labor and supply chain inefficiencies, associated with our volume increases and capacity expansion initiatives, and (ii) elevated input costs.
Previous wording
Backlog — The segment had backlog of $918.8 and $539.5 as of June 27, 2026 and June 28, 2025, respectively. Backlog associated with the Crawford and Thermolec acquisitions totaled $61.4 and $0.8, respectively, as of June 27, 2026.
Current wording
Backlog — The segment had backlog of $1,102.5 and $578.5 as of September 26, 2026 and September 27, 2025, respectively. Backlog associated with the Crawford, Thermolec, Neptronic, and FIS Water acquisitions totaled $125.2, as of September 26, 2026.
Previous wording
Revenues — For the three and six months ended June 27, 2026, the increase in revenues, compared to the respective periods in 2025, was due primarily to organic revenue growth. The organic revenue growth was primarily driven by higher project volumes within our aids to navigation and communication technologies 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. In addition, the increase in revenues for the six months ended June 27, 2026, compared to the respective period in 2025, included the inorganic revenue growth resulting from a full year of revenue related to the KTS acquisition and higher volumes within our transportation business.
Current wording
For the nine months ended September 26, 2026, the increase in revenues, compared to the respective period in 2025, was due primarily to organic revenue growth. The organic revenue growth was primarily driven by higher project volumes within our aids to navigation and transportation businesses, partially offset by lower project volumes within our communication technologies business. In addition, the increase in revenues for the nine months ended September 26, 2026, compared to the respective period in 2025, included the inorganic revenue growth resulting from a full year of revenue related to the KTS acquisition.
Previous wording
Income — For the three and six months ended June 27, 2026, the increase in income, compared to the respective periods in 2025, was due primarily to the revenue growth mentioned above. The increase in margin for the three and six months ended June 27, 2026, compared to the respective periods in 2025, was primarily due to (i) a more favorable product mix within our communication technologies and aids to navigation businesses, (ii) operating leverage, including on SG&A costs, of the higher revenue mentioned above, and (iii) benefits related to our cost optimization initiatives. In addition, the six month period ended June 27, 2026, included increased high margin software-as-a-service revenue within our transportation systems business.
Current wording
For the nine months ended September 26, 2026, the increase in income and margin, compared to the respective period in 2025, was primarily due to (i) a more favorable product mix within our communication technologies and transportation businesses, (ii) the revenue growth mentioned above and the related operating leverage, including on SG&A costs, (iii) benefits related to our segment synergy initiatives, primarily within our location and inspection and rehabilitation businesses, (iv) resolution of a commercial matter, and (v) increased high margin software-as-a-service revenue within our transportation systems business.
Previous wording
Backlog — The segment had backlog of $312.4 and $365.4 as of June 27, 2026 and June 28, 2025, respectively.
Current wording
Backlog — The segment had backlog of $321.7 and $366.1 as of September 26, 2026 and September 27, 2025, respectively.
Previous wording
The increase in corporate expense during the six months ended June 27, 2026, compared to the respective period in 2025, was due primarily to higher expense related to (i) increased personnel-related costs, including annual merit increases and higher short-term incentive compensation expense, (ii) an increase in professional fees associated with strategic initiatives, and (iii) increased expense related to acquisition and integration-related costs of$0.5, including those related to the Neptronic Inc. (“Neptronic”), Thermolec and Crawford acquisitions in 2026, partially offset by expense incurred for the KTS and Sigma & Omega acquisitions in 2025.
Current wording
Corporate Expense — Corporate expense primarily relates to the personnel and general operating costs of our corporate headquarters in Charlotte, North Carolina. The increase in corporate expense during the three and nine months ended September 26, 2026, compared to the respective periods in 2025, was primarily due to (i) higher personnel-related costs, including annual merit increases and short-term incentive compensation expense, (ii) an increase in professional fees associated with strategic initiatives during the nine month period, and (iii) increased expense related to acquisition and integration-related costs during the three and nine months ended September 26, 2026 of $3.5 and$4.0, respectively, including those related to the FIS Water, Neptronic, Thermolec and Crawford acquisitions in 2026, partially offset by expense incurred for the KTS and Sigma & Omega acquisitions in 2025.
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 27, 2026 and June 28, 2025.
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 26, 2026 and September 27, 2025.
Previous wording
Operating Activities — The increase in cash flows from operating activities for the six months ended June 27, 2026, compared to the six months ended June 28, 2025, was due primarily to (i) amounts paid into an escrow account during the first quarter of 2025 in connection with the KTS acquisition related to future service obligations of certain employees of $46.5 and (ii) the increase in income, exclusive of the non-cash items, generated from continuing operations during the six months ended June 27, 2026. Cash outflows in the first six months of 2026 to build inventory levels in support of our growth in revenue and backlog were partially offset by increases in accounts payable based on the timing of vendor invoicing and payments made.
Current wording
Operating Activities — The increase in cash flows from operating activities for the nine months ended September 26, 2026, compared to the nine months ended September 27, 2025, was due primarily to (i) amounts paid into an escrow account during the first quarter of 2025 in connection with the KTS acquisition related to future service obligations of certain employees of $46.5 and (ii) the increase in income, exclusive of the non-cash items, generated from continuing operations during the nine months ended September 26, 2026, partially offset by cash outflows in the first nine months of 2026 to build inventory levels in support of our growth in revenue and backlog.
Previous wording
Investing Activities — Cash flows used in investing activities of continuing operations for the six months ended June 27, 2026 were comprised primarily of net cash utilized in the Crawford and Thermolec acquisitions of $439.6 and capital expenditures of $39.6 (inclusive of $27.4 related to capacity expansions for our engineered air movement and handling and cooling equipment businesses within the HVAC reportable segment), partially offset by net proceeds from COLI policies of $3.3.
Current wording
Investing Activities — Cash flows used in investing activities of continuing operations for the nine months ended September 26, 2026 were comprised primarily of net cash utilized in acquisitions, including the Crawford, Thermolec, Neptronic, and FIS Water acquisitions, of $1,286.6 and capital expenditures of $79.6 (inclusive of $53.8 related to capacity expansions for our engineered air movement and handling and cooling equipment businesses within the HVAC reportable segment), partially offset by the distribution received from our investment in Filtran of $61.8 and net proceeds from COLI policies of $3.4.
Previous wording
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
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
Financing Activities — Cash flows from financing activities of continuing operations for the six months ended June 27, 2026 were comprised primarily of net borrowings under our credit facilities and trade receivables financing arrangement of $40.0 and $73.0, respectively, primarily in connection with the Crawford 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 $14.6.
Current wording
Financing Activities — Cash flows from financing activities of continuing operations for the nine months ended September 26, 2026 were comprised primarily of net borrowings under our credit facilities and trade receivables financing arrangement of $760.0 and $73.0, respectively, primarily in connection with the Crawford, Neptronic and FIS Water 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 $14.9 and net repayments under our other various debt instruments of $0.4.
Previous wording
Cash flows from financing activities of continuing operations for the six months ended June 28, 2025 were comprised primarily of net borrowings under our senior credit facilities 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
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
Discontinued Operations — Cash flows from discontinued operations for the six months ended June 27, 2026 relate primarily toproceeds from the sale of the Non-core businesses of$59.2, net of cash and debt contributed of$1.4 and$2.2, respectively, and cash generated from the Non-core businesses during the period of ownership.
Current wording
Discontinued Operations — Cash flows from discontinued operations for the nine months ended September 26, 2026 relate primarily toproceeds from the sale of the Non-core businesses of$59.2, net of cash and debt contributed of$1.4 and$2.2, respectively, as well ascash generated from the Non-core businesses during the period of ownership, partially offset by net disbursements related to costs incurred to support our wound-down DBT Technologies (PTY) LTD(“DBT”) subsidiary through processes associated with the liquidation of a subcontractor.
Previous wording
Cash flows used in discontinued operations for the six months ended June 28, 2025 relate primarily todisbursements for costs incurred to support our wound-down DBT Technologies (PTY) LTD (“DBT”) subsidiary through processes associated with the liquidation of a subcontractor.
Current wording
Cash flows used in discontinued operations for the nine months ended September 27, 2025 relate primarily todisbursements for costs incurred to support our wound-down DBT subsidiary through processes associated with the liquidation of a subcontractor.
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 six months of 2026 and 2025.
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 nine months of 2026 and 2025.
Previous wording
Borrowings — The following summarizes our debt activity (both current and non-current) for the six months ended June 27, 2026:
Current wording
Borrowings — The following summarizes our debt activity (both current and non-current) for the nine months ended September 26, 2026:
Previous wording
(1)The revolving credit facility extends to September 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a partial funding mechanism for the Crawford acquisition.
Current wording
(1)The revolving credit facility extends to September 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized, at least partially, as the funding mechanism for the FIS Water, Neptronic, and Crawford acquisitions.
Previous wording
(2)The term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $500.0, beginning in December 2026 and in the first three quarters of 2027, and 1.25% during the fourth quarter of 2027, and all quarters of 2028 and 2029, and the first two quarters of 2030. The remaining balance is payable in full on September 9, 2030. The balance is net of unamortized debt issuance costs of $0.8 and $0.9 at June 27, 2026 and December 31, 2025, respectively.
Current wording
(2)The term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $500.0, beginning in December 2026 and in the first three quarters of 2027, and 1.25% during the fourth quarter of 2027, and all quarters of 2028 and 2029, and the first two quarters of 2030. The remaining balance is payable in full on September 9, 2030. The balance is net of unamortized debt issuance costs of $0.7 and $0.9 at September 26, 2026 and December 31, 2025, respectively.
Showing the first 40 of 45 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
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.
Current report — wording carried from elsewhere
During the second quarter of 2026, we renewed our trade receivables financing agreement for 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Corporate Expense — Corporate expense primarily 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 27, 2026, compared to the respective period in 2025, was primarily due to (i) higher personnel-related costs, including annual merit increases and higher short-term incentive compensation expense, and (ii) an increase in professional fees associated with strategic initiatives.