SPX Technologies, Inc.SPXC
SPX Technologies, Inc. Goodwill & Intangibles Disclosure
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill, for the year ended December 31, 2025, were as follows:
| December 31, 2024 | Goodwill Resulting from Business Combinations (1) | Impairments | Foreign Currency Translation | December 31, 2025 | |||||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||||||||
| Gross goodwill | $ | 907.3 | $ | 81.6 | $ | — | $ | 24.8 | $ | 1,013.7 | |||||||||||||||||||
| Accumulated impairments | (326.6) | — | — | (10.3) | (336.9) | ||||||||||||||||||||||||
| Goodwill | 580.7 | 81.6 | — | 14.5 | 676.8 | ||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||
| Gross goodwill | 426.6 | 104.4 | — | 11.4 | 542.4 | ||||||||||||||||||||||||
| Accumulated impairments | (172.8) | — | — | (3.0) | (175.8) | ||||||||||||||||||||||||
| Goodwill | 253.8 | 104.4 | — | 8.4 | 366.6 | ||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Gross goodwill | 1,333.9 | 186.0 | — | 36.2 | 1,556.1 | ||||||||||||||||||||||||
| Accumulated impairments | (499.4) | — | — | (13.3) | (512.7) | ||||||||||||||||||||||||
| Goodwill | $ | 834.5 | $ | 186.0 | $ | — | $ | 22.9 | $ | 1,043.4 | |||||||||||||||||||
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(1) Reflects goodwill acquired with the KTS and Sigma & Omega acquisitions of $104.4 and $76.1, respectively, and an immaterial acquisition within the HVAC reportable segment. As indicated in Note 4, the acquired assets, including goodwill, and liabilities assumed in the Sigma & Omega acquisition have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
The changes in the carrying amount of goodwill, for the year ended December 31, 2024, were as follows:
| December 31, 2023 | Goodwill Resulting from Business Combinations (1) | Impairments | Foreign Currency Translation | December 31, 2024 | |||||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||||||||
| Gross goodwill | $ | 777.8 | $ | 148.0 | $ | — | $ | (18.5) | $ | 907.3 | |||||||||||||||||||
| Accumulated impairments | (331.9) | — | — | 5.3 | (326.6) | ||||||||||||||||||||||||
| Goodwill | 445.9 | 148.0 | — | (13.2) | 580.7 | ||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||
| Gross goodwill | 432.6 | — | — | (6.0) | 426.6 | ||||||||||||||||||||||||
| Accumulated impairments | (173.7) | — | — | 0.9 | (172.8) | ||||||||||||||||||||||||
| Goodwill | 258.9 | — | — | (5.1) | 253.8 | ||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Gross goodwill | 1,210.4 | 148.0 | — | (24.5) | 1,333.9 | ||||||||||||||||||||||||
| Accumulated impairments | (505.6) | — | — | 6.2 | (499.4) | ||||||||||||||||||||||||
| Goodwill | $ | 704.8 | $ | 148.0 | $ | — | $ | (18.3) | $ | 834.5 | |||||||||||||||||||
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(1) Reflects (i) goodwill acquired with the Ingénia acquisition of $142.4 and (ii) an increase in ASPEQ’s and TAMCO’s goodwill of $3.9 and $1.7, respectively, resulting from revisions to the valuation of certain assets and liabilities.
Identifiable intangible assets were as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||
Intangible assets with determinable lives:(1) | |||||||||||||||||||||||||||||||||||
| Customer relationships and contracts | $ | 557.8 | $ | (150.2) | $ | 407.6 | $ | 421.1 | $ | (103.3) | $ | 317.8 | |||||||||||||||||||||||
| Technology | 274.3 | (64.0) | 210.3 | 181.7 | (41.3) | 140.4 | |||||||||||||||||||||||||||||
| Patents | 4.5 | (4.5) | — | 4.5 | (4.5) | — | |||||||||||||||||||||||||||||
| Other | 101.0 | (72.1) | 28.9 | 71.0 | (45.7) | 25.3 | |||||||||||||||||||||||||||||
| 937.6 | (290.8) | 646.8 | 678.3 | (194.8) | 483.5 | ||||||||||||||||||||||||||||||
Trademarks with indefinite lives(2) | 221.4 | — | 221.4 | 219.5 | — | 219.5 | |||||||||||||||||||||||||||||
Total | $ | 1,159.0 | $ | (290.8) | $ | 868.2 | $ | 897.8 | $ | (194.8) | $ | 703.0 | |||||||||||||||||||||||
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(1)The gross carrying value of identifiable intangible assets acquired with the KTS acquisition consist of technology of $79.8, customer relationships and contracts of $70.7, definite-lived trademarks of $6.7, and customer backlog of $7.3. The gross carrying value of identifiable intangible assets acquired with the Sigma & Omega acquisition consist of customer relationships of $56.3, customer backlog of $8.9, technology of $8.5, and definite-lived trademarks of $3.9.
(2)During the fourth quarter of 2025, we recorded an impairment charge of $0.7 related to our ULC business' trademarks.
Amortization expense was $91.3, $64.5 and $43.9 for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated amortization expense is approximately $73.0 for 2026 and $70.0 for each of the four years thereafter.
At December 31, 2025, the net carrying value of intangible assets with determinable lives consisted of $411.6 in the HVAC reportable segment and $235.2 in the Detection and Measurement reportable segment. Trademarks with indefinite lives consisted of $157.0 in the HVAC reportable segment and $64.4 in the Detection and Measurement reportable segment.
As indicated in Note 1, we review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill and indefinite-lived intangible assets for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. Our quantitative analysis of trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs — Level 3, as defined in Note 17).
During the fourth quarter of 2025, we performed our analyses on the goodwill of our reporting units. The fair value of the assets related to the KTS and Sigma & Omega acquisitions approximate their carrying value. If KTS and Sigma & Omega are unable to achieve their current financial forecasts, or there is a change in assumptions used in KTS’s and Sigma & Omega’s analyses (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to their goodwill. As of December 31, 2025, KTS’s and Sigma & Omega’s goodwill totaled $104.4 and $77.4, respectively.
During the fourth quarter of 2025, in connection with the annual impairment analyses of indefinite-lived intangible assets, we determined that the implied value of ASPEQ’s trademarks approximated their carrying value. If ASPEQ is unable to achieve its current revenue forecast, or there is a change in assumptions used in ASPEQ’s analysis (e.g., projected revenues, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks. As of December 31, 2025, ASPEQ’s trademarks totaled $51.5.
Additionally, during the fourth quarter of 2025, we made the decision to exit a minor product line within our ULC business. As a result, we recorded an impairment of $0.7 to “Impairment of intangible assets” on the consolidated statement of operations related to the indefinite-lived trademark associated with ULC. If ULC is unable to achieve its current revenue forecast, or there is a change in assumptions used in ULC's analysis (e.g., projected revenues, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademark. As of December 31, 2025, ULC's trademark totaled $4.7.
Given the uncertainties related to the financial forecasts of our reporting units, including as a result of changing economic, industry or market conditions that may be outside of our control, (i) it is reasonably possible that a change in estimate resulting in an impairment may occur and (ii) we are unable to estimate the possible loss that could result, but it may be material.
During 2024 and 2023, we recorded no impairment charges related to our goodwill or intangible assets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.