SPX Technologies Inc.
10/30/2026 | Press release | Distributed by Public on 10/30/2026 04:01
Quarterly Report for Quarter Ending September 26, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations (in millions)
FORWARD-LOOKING STATEMENTS
Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses' or our industries' actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as "may," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential" or "continue" or the negative of those terms or other comparable terminology. Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in our markets; changes in anticipated capital investment and maintenance expenditures by customers; changes in economic conditions in relevant global and North American markets, including as a result of geopolitical conflicts, including the armed conflicts in the Middle East and related impacts on shipping in that region, the imposition, or threat of imposition of tariffs, including any new or increased tariffs announced by the U.S. government and any retaliatory tariffs announced in response thereto, and other trade barriers or international trade tensions; availability, limitations or cost increases of raw materials and/or commodities, including as a result of geopolitical conflicts or 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; risks with respect to our contracts with the U.S. government, including the government's ability to terminate contracts prior to completion or failure to appropriate amounts necessary to fund such contracts; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting our business, including regulatory changes; uncertainties with respect to our ability to complete expansions to or the reconfiguration of our manufacturing footprint within the time periods and at costs we anticipate and whether we will realize the anticipated benefits of these activities; uncertainties with respect to our ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition transactions, including with respect to integrating acquisitions and achieving cost savings, synergistic sales or other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. These and other risks and uncertainties are further discussed in other sections of this document. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. In addition, management's estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.
All the forward-looking statements are qualified in their entirety by reference to the discussions of risks and uncertainties presented in this Quarterly Report on Form 10-Q and in our 2025 Annual Report on Form 10-K, including under the heading "Risk Factors," and any subsequent filing with the U.S. Securities and Exchange Commission, as well as in any documents incorporated by reference that describe risks, uncertainties, and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these discussions of risks and uncertainties may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict risk factors related to any future new business or product line, and we cannot assess the impact, if any, of such risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. You should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.
IMPACTS OF TARIFFS AND OTHER COST INCREASES
In 2025, the U.S. government imposed a series of tariffs on many U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 ("IEEPA"). On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA. The ultimate availability, timing, and amount of any potential refunds of such tariffs could be subject to further legal, regulatory, and administrative developments. Following the Supreme Court's decision, the U.S. government announced its intention to invoke other laws to collect tariffs and announced new tariffs on
imports from many countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. As of September 26, 2026, the amount of recognized assets related to tariff refunds was not significant to our condensed consolidated balance sheet. While the Company continues to review and compile refund requests and may record additional refund amounts in the future, the amount is not anticipated to have a material impact to our financial position and results of operations.
While we are unable to determine the full extent or duration of the tariff impact on our business and broader end-markets at this time, the future impact could be material. We believe that our diverse set of businesses, along with our strong balance sheet and available liquidity, position us well to manage the direct adverse impacts of the announced tariffs. We have taken actions to manage near-term costs and cash flows, and implemented actions to address potential material sourcing challenges we could face over the near-term.
POTENTIAL IMPACTS OF GEOPOLITICAL CONFLICTS
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.
OTHER SIGNIFICANT MATTERS
•Acquisitions (see Note 3 to our condensed consolidated financial statements for additional details)
◦Kranze Technology Solutions, Inc. ("KTS")
▪Acquired on January 27, 2025 for cash consideration of $340.0, inclusive of amounts paid related to future service obligations of certain existing employees of $46.5 and net of an adjustment to the purchase price of $2.4 recorded during the third quarter of 2025 related to acquired working capital.
▪Post-acquisition operating results of KTS are included within our Detection and Measurement reportable segment.
◦Sigma Heating and Cooling and Omega Heat Pump ("Sigma & Omega")
▪Acquired on April 15, 2025 for cash consideration of $143.3, net of (i) an adjustment to the purchase price of $0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $0.2.
▪Post-acquisition operating results of Sigma & Omega are included within our HVAC reportable segment.
◦Thermolec Ltd. ("Thermolec")
▪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.
▪Post-acquisition operating results of Thermolec are included within our HVAC reportable segment.
◦Crawford United Corporation ("Crawford United")
▪Acquired on February 6, 2026 for cash consideration of $299.4, net of cash acquired of $0.6.
▪Post-acquisition operating results of Crawford United's commercial air handling equipment businesses ("Crawford") are included within our HVAC reportable segment.
▪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.
◦Neptronic Inc. ("Neptronic")
▪Acquired on July 22, 2026 for cash consideration of $428.4, net of cash acquired of $6.1.
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
▪Post-acquisition operating results of Neptronic are included within our HVAC reportable segment.
◦FIS Water, LLC ("FIS Water")
▪Acquired on September 15, 2026 for cash consideration of $405.0, net of cash acquired of $6.7.
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
▪Post-acquisition operating results of FIS Water are included within our HVAC reportable segment.
•Financing Activities
◦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.
◦On September 9, 2025, we amended and restated our senior credit agreement (as amended, the "Credit Agreement").
▪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.
▪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.
◦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.
•Changes in Estimated Value of an Equity Security - Filtran Group Equity, LLC ("Filtran")
◦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.
◦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.
◦See Note 17 to our condensed consolidated financial statements for additional details.
•Registered Public Offering
◦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").
◦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.
OVERVIEW OF OPERATING RESULTS
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.
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.
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.
RESULTS OF CONTINUING OPERATIONS
The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27 dates of 2025. We had one less day in the first quarter of 2026 and will have one more day in the fourth quarter of 2026 than in the respective 2025 periods.
Cyclicality of End Markets, Seasonality and Competition - The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, our heating businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
The following table provides selected financial information for the three and nine months ended September 26, 2026 and September 27, 2025:
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||||||||
|
September 26, 2026 |
September 27, 2025 |
% Change |
September 26, 2026 |
September 27, 2025 |
% Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 714.5 | $ | 592.8 | 20.5 | $ | 1,960.3 | $ | 1,627.8 | 20.4 | |||||||||||||||||||||||||
| Gross profit | 279.5 | 239.5 | 16.7 | 782.9 | 664.3 | 17.9 | |||||||||||||||||||||||||||||
| % of revenues | 39.1 | % | 40.4 | % | 39.9 | % | 40.8 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expense | 132.7 | 117.7 | 12.7 | 382.0 | 344.4 | 10.9 | |||||||||||||||||||||||||||||
| % of revenues | 18.6 | % | 19.9 | % | 19.5 | % | 21.2 | % | |||||||||||||||||||||||||||
| Selling, general and administrative - intangible amortization | 31.5 | 24.6 | 28.0 | 81.1 | 68.9 | 17.7 | |||||||||||||||||||||||||||||
| Special charges, net | - | 0.1 | * | 1.8 | 0.2 | * | |||||||||||||||||||||||||||||
| Other operating expense, net | - | - | * | - | 0.5 | * | |||||||||||||||||||||||||||||
| Other income (expense), net | 1.5 | (3.2) | * | (6.6) | (2.6) | * | |||||||||||||||||||||||||||||
| Interest expense, net | (10.5) | (10.9) | (3.7) | (25.5) | (36.9) | (30.9) | |||||||||||||||||||||||||||||
| Loss on amendment/refinancing of senior credit agreement | - | (1.5) | * | - | (1.5) | * | |||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 106.3 | 81.5 | 30.4 | 285.9 | 209.3 | 36.6 | |||||||||||||||||||||||||||||
| Income tax provision | (24.0) | (18.4) | 30.4 | (59.9) | (42.0) | 42.6 | |||||||||||||||||||||||||||||
| Income from continuing operations | 82.3 | 63.1 | 30.4 | 226.0 | 167.3 | 35.1 | |||||||||||||||||||||||||||||
| Components of revenue increase: | |||||||||||||||||||||||||||||||||||
| Organic | 11.8 | 12.3 | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.2 | 0.4 | |||||||||||||||||||||||||||||||||
| Acquisitions | 8.5 | 7.7 | |||||||||||||||||||||||||||||||||
| Net revenue increase | 20.5 | 20.4 | |||||||||||||||||||||||||||||||||
* Not meaningful for comparison purposes.
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.
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.
See "Results of Reportable Segments" for additional details.
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.
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.
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.
Selling, General and Administrative - Intangible Amortization - 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
RESULTS OF REPORTABLE SEGMENTS
The following information should be read in conjunction with our condensed consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 6 to our condensed consolidated financial statements for a description of our reportable segments.
HVAC Reportable Segment
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | % Change | September 26, 2026 | September 27, 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 525.0 | $ | 387.4 | 35.5 | $ | 1,399.6 | $ | 1,087.1 | 28.7 | |||||||||||||||||||||||||
| Segment Income | 120.8 | 94.4 | 28.0 | 319.2 | 264.1 | 20.9 | |||||||||||||||||||||||||||||
| % of revenues | 23.0 | % | 24.4 | % | 22.8 | % | 24.3 | % | |||||||||||||||||||||||||||
| Components of revenue increase: | |||||||||||||||||||||||||||||||||||
| Organic | 22.3 | 17.3 | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.2 | 0.4 | |||||||||||||||||||||||||||||||||
| Acquisitions | 13.0 | 11.0 | |||||||||||||||||||||||||||||||||
| Net revenue increase | 35.5 | 28.7 | |||||||||||||||||||||||||||||||||
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.
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.
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.
Detection and Measurement Reportable Segment
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | % Change | September 26, 2026 | September 27, 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenues | $ | 189.5 | $ | 205.4 | (7.7) | $ | 560.7 | $ | 540.7 | 3.7 | |||||||||||||||||||||||||
| Segment Income | 52.6 | 51.7 | 1.7 | 156.6 | 128.3 | 22.1 | |||||||||||||||||||||||||||||
| % of revenues | 27.8 | % | 25.2 | % | 27.9 | % | 23.7 | % | |||||||||||||||||||||||||||
| Components of revenue increase (decrease): | |||||||||||||||||||||||||||||||||||
| Organic | (7.9) | 2.1 | |||||||||||||||||||||||||||||||||
| Foreign currency | 0.2 | 0.5 | |||||||||||||||||||||||||||||||||
| Acquisitions | - | 1.1 | |||||||||||||||||||||||||||||||||
| Net revenue increase (decrease) | (7.7) | 3.7 | |||||||||||||||||||||||||||||||||
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.
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.
Project volumes, primarily within our communication technologies, aids to navigation, and transportation systems businesses, can vary from period to period based on the timing of project execution.
Income - For the three months ended 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.
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.
Backlog - The segment had backlog of $321.7 and $366.1 as of September 26, 2026 and September 27, 2025, respectively.
CORPORATE AND OTHER EXPENSES
| Three months ended | Nine months ended | ||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | % Change | September 26, 2026 | September 27, 2025 | % Change | ||||||||||||||||||||||||||||||
| Total consolidated revenues | $ | 714.5 | $ | 592.8 | 20.5 | $ | 1,960.3 | $ | 1,627.8 | 20.4 | |||||||||||||||||||||||||
| Corporate expense | 15.8 | 12.4 | 27.4 | 46.1 | 39.7 | 16.1 | |||||||||||||||||||||||||||||
| % of revenues | 2.2 | % | 2.1 | % | 2.4 | % | 2.4 | % | |||||||||||||||||||||||||||
| Long-term incentive compensation expense | 4.3 | 4.2 | 2.4 | 12.3 | 11.8 | 4.2 | |||||||||||||||||||||||||||||
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.
Long-Term Incentive Compensation Expense - Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes. Long-term incentive compensation expense in 2026 included awards granted to key employees of recently acquired businesses.
LIQUIDITY AND FINANCIAL CONDITION
Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the nine months ended September 26, 2026 and September 27, 2025.
| Nine months ended | |||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||
| Continuing operations: | |||||||||||
| Cash flows from operating activities | $ | 180.3 | $ | 139.8 | |||||||
| Cash flows used in investing activities | (1,301.0) | (499.2) | |||||||||
| Cash flows from financing activities | 817.7 | 424.6 | |||||||||
| Cash flows from (used in) discontinued operations | 58.4 | (1.7) | |||||||||
| Change in cash and equivalents due to changes in foreign currency exchange rates | (0.6) | 6.5 | |||||||||
| Net change in cash and equivalents | $ | (245.2) | $ | 70.0 | |||||||
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.
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.
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.
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.
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.
Discontinued Operations - Cash flows from discontinued operations for the nine months ended September 26, 2026 relate primarily to proceeds 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 as cash 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.
Cash flows used in discontinued operations for the nine months ended September 27, 2025 relate primarily to disbursements for costs incurred to support our wound-down DBT subsidiary through processes associated with the liquidation of a subcontractor.
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.
Borrowings and Availability
Borrowings - The following summarizes our debt activity (both current and non-current) for the nine months ended September 26, 2026:
___________________________
|
December 31, 2025 |
Borrowings | Repayments |
Other (5)
|
September 26, 2026 |
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|
Revolving loans (1)
|
$ | - | $ | 1,049.9 | $ | (289.9) | $ | - | $ | 760.0 | |||||||||||||||||||
|
Term loan (2)
|
499.1 | - | - | 0.2 | 499.3 | ||||||||||||||||||||||||
|
Trade receivables financing arrangement (3)
|
- | 453.0 | (380.0) | - | 73.0 | ||||||||||||||||||||||||
|
Other indebtedness (4)
|
2.5 | 0.2 | (0.6) | 0.3 | 2.4 | ||||||||||||||||||||||||
| Total debt | 501.6 | $ | 1,503.1 | $ | (670.5) | $ | 0.5 | 1,334.7 | |||||||||||||||||||||
| Less: short-term debt | 1.4 | 74.2 | |||||||||||||||||||||||||||
| Less: current maturities of long-term debt | 3.5 | 13.0 | |||||||||||||||||||||||||||
| Total long-term debt | $ | 496.7 | $ | 1,247.5 | |||||||||||||||||||||||||
(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.
(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.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At September 26, 2026, we had $8.2 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $73.0.
(4)Primarily includes balances under a purchase card program of $1.2 and $1.4 and finance lease obligations of $1.2 and $1.1 at September 26, 2026 and December 31, 2025, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)"Other" includes the impact of amortization of debt issuance costs associated with the term loan.
At September 26, 2026, we were in compliance with all covenants of the senior credit agreement.
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.
Availability - At September 26, 2026, we had $737.3 of available borrowing capacity under our revolving credit facility, after giving effect to borrowings under the domestic revolving loan facility of $760.0 and $2.7 reserved for outstanding letters of credit. In addition, at September 26, 2026, we had $18.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $6.6 reserved for outstanding letters of credit.
Financing instruments may be used from time to time including, but not limited to, public and private debt and equity offerings, operating leases, finance leases and securitizations. We expect that we will continue to access these markets as appropriate to maintain liquidity and to provide sources of funds for general corporate purposes, acquisitions or to refinance existing debt.
We have investments in COLI policies, which are recorded at their net cash surrender value of $57.9 and $60.3 at September 26, 2026 and December 31, 2025, respectively. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. There were no amounts borrowed at September 26, 2026 and December 31, 2025. Any amounts borrowed would incur interest at a rate of 5.3%. At September 26, 2026, we had capacity to borrow approximately $34.0 against these policies. See Note 12 to the condensed consolidated financial statements for additional information.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, and foreign currency forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world. We periodically evaluate the credit standing of these financial institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced, and believe we are not exposed to, significant risk of loss in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers' financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
Other Matters
Contractual Obligations - Other than the borrowings under our revolving loan facility in connection with the Crawford, Neptronic, and FIS Water acquisitions, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2025 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $4.2 as of September 26, 2026.
Contingencies and Other Matters - Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, "claims"). These claims relate to litigation matters (e.g., contracts, intellectual property, and competitive claims), environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers' compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. We accrue for these contingencies when we believe a liability is probable and can be reasonably estimated. As events change and resolutions occur, these accruals may be adjusted and could differ materially from amounts originally estimated. See Note 15 to the condensed consolidated financial statements for a further discussion of contingencies and other matters.
In addition, you should read "Management's Discussion and Analysis of Financial Condition and Results of Operations - Other Matters" herein, and "Risk Factors" in our 2025 Annual Report on Form 10-K, as well as similar sections in any future filings for an understanding of the risks, uncertainties, and trends facing our businesses.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties are discussed in our 2025 Annual Report on Form 10-K, the discussion within which is incorporated herein by reference. We have affected no material change in either our critical accounting policies or use of estimates since the filing of our 2025 Annual Report on Form 10-K.
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