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AQUISITIONS AND DISCONTINUED OPERATIONS | 6 Months Ended
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Jun. 27, 2026
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 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 six months ended June 27, 2026, we made no such acquisitions. For the six months ended June 28, 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 Crawford United As indicated in Note 1, on February 6, 2026, we completed the acquisition of Crawford United for net cash consideration of $299.4, net of cash acquired of $0.6. The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Crawford United as of February 6, 2026:
Assets acquired: |  |
Current assets, including cash and equivalents of $0.6 |  | $ | 22.0 |
Property, plant and equipment |  | 4.0 |
Goodwill |  | 131.1 |
Intangible assets |  | 128.1 |
Other assets |  | 6.0 |
Assets held for sale (Non-core businesses) |  | 80.2 |
Total assets acquired |  | 371.4 |
Current liabilities assumed |  | 14.8 |
Non-current liabilities assumed (1) |  | 36.5 |
Liabilities held for sale (Non-core businesses) |  | 20.1 |
Net assets acquired |  | $ | 300.0 |
___________________________ (1)Includes net deferred income tax liabilities and other liabilities of $32.1 and $4.4, respectively. The identifiable intangible assets acquired related to Crawford consis t of customer relationships, technology, definite-lived trademarks, and customer backlog of $81.8, $17.7, $14.7, and $13.9 respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize these customer relationships, technology, definite-lived trademark, and customer backlog assets over 11.0, 12.0, 11.0, and 1.0 years, respectively. We acquired gross receivables related to Crawford of $12.8, wh ich had a fair value of $12.7 at the acquisition date based on our estimates of cash flows expected to be recovered. The qualitative factors that comprise the recorded goodwill related to Crawford include expected North American volume growth from enhancing Crawford's existing facilities, increased volumes achieved through commercial synergies with existing SPX businesses, 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 income for Crawford of $23.6 an d $1.0, and $36.7 and $0.6, re spectively, for the three and six months ended June 27, 2026, with the net income impacted by charges during the three and six months ended June 27, 2026 of $7.0 and $11.5, respectively, associated with amortization of the various intangible assets mentioned above, and for the six months ended June 27, 2026, $0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold. Acquisition of Thermolec As indicated in Note 1, on January 20, 2026, we completed the acquisition of Thermolec for cash consideration of $140.2, net of cash acquired of $1.3. The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Thermolec as of January 20, 2026:
Assets acquired: |  |
Current assets, including cash and equivalents of $1.3 |  | $ | 11.1 |
Property, plant and equipment |  | 0.8 |
Goodwill |  | 75.0 |
Intangible assets |  | 79.4 |
Other assets |  | 1.2 |
Total assets acquired |  | 167.5 |
Current liabilities assumed |  | 4.4 |
Non-current liabilities assumed (1) |  | 21.6 |
Net assets acquired |  | $ | 141.5 |
___________________________ (1)Includes net deferred income tax liabilities and other liabilities of $20.9 and $0.7, respectively. The identifiable intangible assets acquired consis t of customer relationships, technology, and definite-lived trademarks of $64.3, $8.2, and $6.9, respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, technology, and definite-lived trademark assets ove r 12.0, 12.0, and 15.0 y ears, respectively. We acquired gro ss receivables of $4.0, 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 North American market growth for Thermolec's existing operations, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operation al 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 income for Thermolec of $8.4 an d $0.9, and $15.8 and $1.6, re spectively, for the three and six months ended June 27, 2026, with the net income impacted by charges during the three and six months ended June 27, 2026 of $1.7 and $2.8, respectively, associated with amortization of the various intangible assets mentioned above, and $0.4 during the six months ended June 27, 2026 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold. Acquisition of Sigma & Omega As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $143.3, 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. 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 final 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 |  | $ | 17.1 |
Property, plant and equipment |  | 1.3 |
Goodwill |  | 76.1 |
Intangible assets |  | 77.6 |
Other assets |  | 1.2 |
Total assets acquired |  | 173.3 |
Current liabilities assumed |  | 9.3 |
Non-current liabilities assumed (1) |  | 20.5 |
Net assets acquired |  | $ | 143.5 |
___________________________ (1)Includes net deferred income tax liabilities and other liabilities of $19.9 and $0.6, respectively. The identifiable intangible assets acquired consis t of customer relationships, customer backlog, technology, and definite-lived trademarks of $56.3, $8.9, $8.5, and $3.9, respectively, with suc h 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 gro ss receivables of $9.6, which had a fair value of $9.2 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 a net loss for Sigma & Omega of $15.1 and $0.4, respectively, for the three and six months ended June 28, 2025, with the net loss impacted by charges during the three and six months ended June 28, 2025 of $4.4 associated with amortization of the various intangible assets mentioned above. Acquisition of KTS As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for 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 recorded during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facility under our then-existing senior credit facilities. 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 six months ended June 27, 2026 and June 28, 2025, we recognized compensation costs of $2.7 and $6.3, and $6.6 and $10.9, 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 $6.9 and $9.1 are recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet as of June 27, 2026. At December 31, 2025, deferred compensation assets of $11.4 and $10.9 were recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet. The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:
Assets acquired: |  |
Current assets(1) |  | $ | 60.8 |
Property, plant and equipment |  | 5.6 |
Goodwill |  | 104.4 |
Intangible assets |  | 164.5 |
Other assets(1) |  | 25.6 |
Total assets acquired |  | 360.9 |
Current liabilities assumed |  | 16.5 |
Non-current liabilities assumed |  | 4.4 |
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 consis t of technology, customer relationships and contracts, definite-lived trademarks, and customer backlog of $79.8, $70.7, $6.7, and $7.3, respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, definite-lived trademarks, and customer backlog assets ove r 12.0, 15.0, 9.0, and 2.0 years, respectively. We acquired gro ss 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 an d net losses for KTS of $21.6 and $2.5, and $30.1 and $8.9, respectively, for the three and six months ended June 28, 2025, with the net losses i mpacted by charges during the three and six months ended June 28, 2025 of (i) $6.6 and $10.9, respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $6.0 and $9.2, respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $0.5 and $0.8, respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold. The following unaudited pro forma information presents our condensed consolidated results of operations for the three and six months ended June 27, 2026 and June 28, 2025, respectively, as if the acquisitions of Crawford and Thermolec had taken place on January 1, 2025 and the acquisition of KTS had taken place on January 1, 2024. 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 Crawford, Thermolec or KTS. These pro forma condensed 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 2025 for Crawford and Thermolec and the first quarter of 2024 for KTS, and the related income tax effects.
| Three months ended |  | Six months ended
| June 27, 2026 |  | June 28, 2025 |  | June 27, 2026 |  | June 28, 2025
Revenues | $ | 679.0 |  |  | $ | 585.6 |  |  | $ | 1,255.5 |  |  | $ | 1,103.8 |
Income from continuing operations | 79.2 |  |  | 61.5 |  |  | 148.0 |  |  | 115.6 |
Net income | 78.1 |  |  | 61.2 |  |  | 142.4 |  |  | 114.8 |
Income from continuing operations per share of common stock: |  |  |  |  |  |  |
Basic | $ | 1.58 |  |  | $ | 1.32 |  |  | $ | 2.96 |  |  | $ | 2.48 |
Diluted | $ | 1.56 |  |  | $ | 1.30 |  |  | $ | 2.93 |  |  | $ | 2.45 |
Net income per share of common stock: |  |  |  |  |  |  |
Basic | $ | 1.56 |  |  | $ | 1.31 |  |  | $ | 2.85 |  |  | $ | 2.46 |
Diluted | $ | 1.54 |  |  | $ | 1.29 |  |  | $ | 2.81 |  |  | $ | 2.43 |
Acquisition and Integration-related Costs Duri ng the three and six months ended June 27, 2026 and June 28, 2025 we incurred acquisition and integration-related costs of $4.6 and $12.3, and $8.3 and $16.9, respectively. In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:
Acquisition and integration-related costs
|  | Three months ended |  | Six months ended
Affected line item in Note 6 |  | June 27, 2026 |  | June 28, 2025 |  | June 27, 2026 |  | June 28, 2025
Corporate expense |  | $ | 1.4 |  |  | $ | 1.4 |  |  | $ | 4.1 |  |  | $ | 3.6 |
Acquisition and integration-related costs |  | 3.2 |  |  | 6.9 |  |  | 8.2 |  |  | 13.3 |
Consolidated operating income |  | $ | 4.6 |  |  | $ | 8.3 |  |  | $ | 12.3 |  |  | $ | 16.9 |
Non-core Businesses As discussed in Note 1, during the three months ended March 28, 2026, in connection with the acquisition of Crawford United, the Company concluded that the assets and liabilities of the Non-core businesses were ancillary to the Company’s long‑term strategic objectives and met the criteria to be classified as held for sale. Accordingly, the post‑acquisition operating results of these businesses are reported as discontinued operations. 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 proceeds of $59.2, net of cash and debt contributed of $1.4 and $2.2, respectively, and recorded a loss of $5.7 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. For the six months ended June 27, 2026, results of operations from the Non-core businesses prior to their sale were as follows:
| Six months ended
| June 27, 2026
Income from discontinued operations | $ | 2.2 |
Income tax provision | (0.6) |
Income from discontinued operations, net | $ | 1.6 |
Wind-Down of DBT Business We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) subsidiary after it ceased 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. 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 June 27, 2026 and December 31, 2025. The major line items constituting DBT’s assets and liabilities as of June 27, 2026 and December 31, 2025 are shown below:
|  | June 27, 2026 |  | December 31, 2025
ASSETS |  |  |  |
Cash and equivalents |  | $ | 1.7 |  |  | $ | 2.0 |
Other current assets(1) |  | 3.8 |  |  | 3.8 |
Total assets of DBT |  | $ | 5.5 |  |  | $ | 5.8 |
LIABILITIES |  |  |  |
Accounts payable(1) |  | $ | 0.1 |  |  | $ | 0.1 |
Contract liabilities(1) |  | 2.4 |  |  | 2.3 |
Accrued expenses(1) |  | 7.0 |  |  | 7.0 |
Other long-term liabilities(1) |  | 4.7 |  |  | 4.7 |
Total liabilities of DBT |  | $ | 14.2 |  |  | $ | 14.1 |
___________________________ (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. 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 June 27, 2026 and December 31, 2025. At June 27, 2026 and December 31, 2025, Heat Transfer had total assets and liabilities of $0.3 and $0.0, respectively. For the three and six months ended June 27, 2026 and June 28, 2025, results of operations from our businesses reported as discontinued operations (excluding the Non-core businesses) were as follows:
| Three months ended |  | Six months ended
| June 27, 2026 |  | June 28, 2025 |  | June 27, 2026 |  | June 28, 2025
Loss from discontinued operations(1) | $ | (1.1) |  |  | $ | (0.3) |  |  | $ | (1.2) |  |  | $ | (0.8) |
Income tax benefit (provision) | 0.2 |  |  | — |  |  | (0.1) |  |  | — |
Loss from discontinued operations, net | $ | (0.9) |  |  | $ | (0.3) |  |  | $ | (1.3) |  |  | $ | (0.8) |
________________________________ (1)Loss for the three and six months ended June 27, 2026 and June 28, 2025 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above as well as revisions to liabilities retained in connections with prior dispositions.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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