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AQUISITIONS AND DISCONTINUED OPERATIONS
 9 Months Ended
Sep. 27, 2025
Acquisitions and Discontinued Operations [Abstract]  
AQUISITIONS AND DISCONTINUED OPERATIONS ACQUISITIONS AND DISCONTINUED OPERATIONS
Acquisitions

From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q. During the nine months ended September 27, 2025, cash outflows, net of cash acquired, related to this activity totaled $8.2. The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.

Acquisition of Sigma & Omega

As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $143.6, net of cash acquired of $0.2. The purchase price is subject to adjustment based on the final calculation of working
capital and cash as of the date of acquisition. The pro forma effect of this acquisition is not material to our condensed consolidated results of operations.
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:
Assets acquired:
Current assets, including cash and equivalents of $0.2
$17.4 
Property, plant and equipment1.7 
Goodwill75.3 
Intangible assets77.6 
Total assets acquired172.0 
Current liabilities assumed7.4 
Deferred and other income taxes20.8 
Net assets acquired$143.8 
The identifiable intangible assets acquired consist of customer relationships, customer backlog, technology, and definite-lived trademarks of $56.3, $8.9, $8.5, and $3.9, respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, customer backlog, technology, and definite-lived trademarks over 11.0, 1.0, 9.0, and 8.0 years, respectively.

We acquired gross receivables of $9.6, which had a fair value of $9.3 at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for Sigma & Omega's existing operations, increased volumes achieved by selling Sigma & Omega products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.

We recognized revenues and net losses for Sigma & Omega of $20.1 and $0.3, and $35.2 and $0.7, respectively, for the three and nine months ended September 27, 2025, with the net losses impacted by charges during the three and nine months ended September 27, 2025 of $5.0 and $9.4, respectively, associated with amortization of the various intangible assets mentioned above and $0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of KTS

As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for net cash consideration of $340.0, inclusive of amounts paid related to future service obligations of certain employees of $46.5 described further below and net of an adjustment to the purchase price of $2.4 received during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities. The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In connection with the acquisition of KTS, and as required by the acquisition agreement, we assumed employee retention agreements with certain employees, totaling $46.5, that include future service obligations. In the event employees forfeit any amounts under the terms of the agreements, such amounts are due to the seller of KTS. We funded the amounts related to these retention agreements through a reduction in the purchase price, with $46.5 paid into an escrow account at the time of the acquisition closing, as required by the acquisition agreement. The deferred compensation assets related to these agreements will be amortized over the agreement terms which range from 2 to 8 years. During the three and nine months ended September 27, 2025, we recognized compensation costs of $6.5 and $17.4, respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements. The remaining deferred compensation assets of $15.6 and $13.5 are recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet as of September 27, 2025.
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:

Assets acquired:
Current assets(1)
$61.0 
Property, plant and equipment5.5 
Goodwill102.8 
Intangible assets164.5 
Other assets(1)
26.4 
Total assets acquired360.2 
Current liabilities assumed15.5 
Other long-term liabilities4.7 
Net assets acquired$340.0 
___________________________
(1)Includes $26.2 and $20.3 within “Current assets” and “Other assets”, respectively, for deferred compensation assets related to the employee retention agreements discussed previously.

The identifiable intangible assets acquired consist of technology, customer relationships and contracts, trademarks, and customer backlog of $79.8, $70.7, $6.7, and $7.3, respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, trademarks, and customer backlog assets over 12.0, 15.0, 9.0, and 2.0 years, respectively.

We acquired gross receivables of $7.2, which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for KTS's existing operations, increased volumes achieved through product synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect the goodwill described above to be deductible for tax purposes.

We recognized revenues and net losses for KTS of $17.3 and $6.6, and $47.4 and $15.5, respectively, for the three and nine months ended September 27, 2025, with the net losses impacted by charges during the three and nine months ended September 27, 2025 of (i) $6.5 and $17.4, respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $5.5 and $14.7, respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $0.5 and $1.3, respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of Ingénia

As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $292.0, net of (i) an adjustment to the purchase price of $2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $1.5. We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities. The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.
The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Ingénia as of February 7, 2024:

Assets acquired:
Current assets, including cash and equivalents of $1.5
$31.2 
Property, plant and equipment73.6 
Goodwill142.4 
Intangible assets97.9 
Total assets acquired345.1 
Current liabilities assumed14.5 
Deferred and other income taxes37.1 
Net assets acquired$293.5 

The identifiable intangible assets acquired consist of technology, customer relationships and contracts, trademarks, and customer backlog of $46.7, $23.5, $13.9, and $13.8, respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, trademarks, and customer backlog assets over 12.0, 7.0, 8.0, and 1.0 years, respectively.

We acquired gross receivables of $16.1, which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected market growth for Ingénia's existing operations, increased volumes achieved by selling Ingénia’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.

During the three and nine months ended September 27, 2025, we incurred acquisition-related and other costs for Ingénia, KTS and Sigma & Omega of $7.4 and $23.0, respectively. During the three and nine months ended September 28, 2024, we incurred acquisition-related and other costs for Ingénia of $0.9 and $4.8, respectively. These costs have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations. In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:

Acquisition and integration-related costs for Ingénia, KTS and Sigma & Omega
Three months endedNine months ended
Affected line item in Note 6September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Corporate expense$0.4 $0.2 $4.0 $3.1 
Acquisition and integration-related costs7.0 0.7 19.0 1.7 
Consolidated operating income$7.4 $0.9 $23.0 $4.8 
The following unaudited pro forma information presents our condensed consolidated results of operations for the three and nine months ended September 27, 2025 and September 28, 2024, respectively, as if the acquisitions of KTS and Ingénia had taken place on January 1, 2024 and January 1, 2023, respectively. The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of KTS and Ingénia. These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment, intangible assets and compensation costs related to acquired retention agreements, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning during the first quarter of 2024 for KTS and first quarter of 2023 for Ingénia, and the related income tax effects.

Three months endedNine months ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Revenues$592.8 $508.6 $1,630.5 $1,519.7 
Income from continuing operations68.5 45.3 180.4 122.5 
Net income68.1 44.6 179.2 120.6 
Income from continuing operations per share of common stock:
Basic$1.42 $0.98 $3.83 $2.66 
Diluted$1.40 $0.96 $3.77 $2.61 
Net income per share of common stock:
Basic$1.41 $0.96 $3.80 $2.61 
Diluted$1.39 $0.94 $3.75 $2.57 

Wind-Down of DBT Business

We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) business after ceasing all operations, including those related to two large power projects in South Africa — Kusile and Medupi, in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented. As previously disclosed, DBT had asserted claims against the remaining prime contractor on the large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), which had also asserted claims against DBT.

As previously disclosed in our 2024 Annual Report on Form 10-K, on September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”). The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects. It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full.
The assets and liabilities of DBT have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of September 27, 2025 and December 31, 2024. The major line items constituting DBT’s assets and liabilities as of September 27, 2025 and December 31, 2024 are shown below:

September 27, 2025December 31, 2024
ASSETS
Cash and equivalents$1.9 $4.4 
Other current assets(1)
3.7 3.4 
Total assets of DBT$5.6 $7.8 
LIABILITIES
Accounts payable(1)
$0.1 $0.7 
Contract liabilities(1)
2.2 2.0 
Accrued expenses(1)
6.7 5.8 
Other long-term liabilities(1)
4.5 4.2 
Total liabilities of DBT$13.5 $12.7 
___________________________

(1) Balances relate primarily to disputed amounts due to or from a subcontractor engaged by DBT during the Kusile project, that is currently in liquidation. The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process.

During the quarter ended September 28, 2024, and in connection with the Settlement Agreement, DBT made a payment of South African Rand 480.9 ($27.1 at the time of payment). In connection with this remaining obligation, we had entered into a foreign currency forward contract, which we accounted for as a fair-value hedge and which matured at the time of the final payment to MHI. The resulting cash received of $2.0 is presented within “Net cash used in discontinued operations” within the condensed consolidated statement of cash flows for the nine months ended September 28, 2024. Refer to Note 13 for additional details. There are no further payment obligations to MHI under the terms of the Settlement Agreement.

Wind-Down of the Heat Transfer Business

We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.
The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of September 27, 2025 and December 31, 2024. The major line items constituting Heat Transfer’s assets and liabilities as of September 27, 2025 and December 31, 2024 are shown below:

September 27, 2025December 31, 2024
ASSETS
Cash and equivalents$0.1 $0.1 
Other current assets0.3 0.3 
Total assets of Heat Transfer$0.4 $0.4 
LIABILITIES
Accounts payable$0.1 $0.1 
Total liabilities of Heat Transfer$0.1 $0.1 

Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g. income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.
For the three and nine months ended September 27, 2025 and September 28, 2024, results of operations from our businesses reported as discontinued operations were as follows:
Three months endedNine months ended
September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Loss from discontinued operations(1)
$(0.5)$(0.7)$(1.3)$(1.7)
Income tax benefit (provision)0.1 — 0.1 (0.2)
Loss from discontinued operations, net$(0.4)$(0.7)$(1.2)$(1.9)
________________________________
(1)Loss for the three and nine months ended September 27, 2025 and September 28, 2024 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.