Crane NXT, Co. 10-Q

ITEM 1: FINANCIAL STATEMENTS CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2025 2024 2025 2024 Net sales $ 404.4 $ 370.6 $ 734.7 $ 684.2 Operating costs and expenses: Cost of sales 235.6 209.7 425.7 370.9 Selling, general and administrative 113.6 93.3 216.5 187.6 Restructuring charges 7.3 — 7.3 2.7 Operating profit 47.9 67.6 85.2 123.0 Other income (expense): Interest income 0.2 0.4 0.4 1.0 Interest expense ( 16.4 ) ( 12.4 ) ( 27.9 ) ( 22.3 ) Miscellaneous income (expense), net 1.1 ( 0.2 ) 3.2 0.4 Total other expense, net ( 15.1 ) ( 12.2 ) ( 24.3 ) ( 20.9 ) Income before income taxes 32.8 55.4 60.9 102.1 Provision for income taxes 7.8 13.8 14.2 22.7 Net income before allocation to noncontrolling interest 25.0 41.6 46.7 79.4 Less: Noncontrolling interest in subsidiaries’ earnings 0.1 — 0.1 — Net income attributable to common shareholders $ 24.9 $ 41.6 $ 46.6 $ 79.4 Earnings per share: Basic $ 0.43 $ 0.73 $ 0.81 $ 1.39 Diluted $ 0.43 $ 0.72 $ 0.80 $ 1.38 Average shares outstanding: Basic 57.4 57.1 57.3 57.1 Diluted 57.9 57.8 57.9 57.7 Dividends per share $ 0.17 $ 0.16 $ 0.34 $ 0.32 See Notes to Unaudited Condensed Consolidated Financial Statements. 3 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, (in millions) 2025 2024 2025 2024 Net income before allocation to noncontrolling interest $ 25.0 $ 41.6 $ 46.7 $ 79.4 Components of other comprehensive income (loss), net of tax Currency translation adjustment 50.0 ( 8.6 ) 81.1 ( 35.3 ) Changes in pension and postretirement plan assets and benefit obligation, net of tax ( 0.3 ) ( 0.5 ) ( 0.5 ) ( 0.9 ) Other comprehensive income (loss), net of tax 49.7 ( 9.1 ) 80.6 ( 36.2 ) Comprehensive income before allocation to noncontrolling interest 74.7 32.5 127.3 43.2 Less: Noncontrolling interest in comprehensive income 0.1 — 0.1 — Comprehensive income attributable to common shareholders $ 74.6 $ 32.5 $ 127.2 $ 43.2 See Notes to Unaudited Condensed Consolidated Financial Statements. 4 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions) June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 152.5 $ 165.8 Accounts receivable, net of allowance for credit losses of $ 9.2 as of June 30, 2025 and $ 7.7 as of December 31, 2024 308.8 265.9 U.S. and foreign taxes on income 16.2 8.6 Inventories, net: Finished goods 43.7 19.2 Finished parts and subassemblies 22.5 24.3 Work in process 31.1 14.3 Raw materials 93.0 87.0 Inventories, net 190.3 144.8 Other current assets 75.4 57.4 Total current assets 743.2 642.5 Property, plant and equipment: Cost 676.3 599.8 Less: accumulated depreciation 366.8 327.5 Property, plant and equipment, net 309.5 272.3 Long-term deferred tax assets 1.1 2.2 Intangible assets, net 592.3 419.3 Goodwill 1,167.8 956.6 Other assets 103.8 93.6 Total assets $ 2,917.7 $ 2,386.5 See Notes to Unaudited Condensed Consolidated Financial Statements. 5 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except per share and share data) June 30, 2025 December 31, 2024 Liabilities and equity Current liabilities: Short-term borrowings $ 267.4 $ 210.0 Accounts payable 104.1 116.6 Accrued liabilities 233.4 211.2 U.S. and foreign taxes on income 14.2 24.6 Total current liabilities 619.1 562.4 Long-term debt 861.8 540.6 Accrued pension and postretirement benefits 21.5 19.4 Long-term deferred tax liability 153.6 119.0 Other liabilities 85.0 80.2 Total liabilities 1,741.0 1,321.6 Commitments and contingencies (Note 12) Equity: Preferred shares, par value $ 0.01 ; 5,000,000 shares authorized — — Common shares, par value $ 1.00 ; 200,000,000 shares authorized 72.4 72.4 Capital surplus 1,712.7 1,719.9 Retained earnings 295.5 268.4 Accumulated other comprehensive loss ( 92.0 ) ( 172.6 ) Treasury stock ( 813.7 ) ( 823.2 ) Total shareholders’ equity 1,174.9 1,064.9 Noncontrolling interest 1.8 — Total equity 1,176.7 1,064.9 Total liabilities and equity $ 2,917.7 $ 2,386.5 Share data: Common shares issued 72,441,647 72,441,647 Less: Common shares held in treasury 15,054,227 15,244,500 Common shares outstanding 57,387,420 57,197,147 See Notes to Unaudited Condensed Consolidated Financial Statements. 6 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, (in millions) 2025 2024 Operating activities: Net income before allocation to noncontrolling interest $ 46.7 $ 79.4 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization 48.7 38.7 Stock-based compensation expense 6.0 4.9 Deferred income taxes ( 12.8 ) 0.2 Cash used for operating working capital ( 48.1 ) ( 58.4 ) Other 3.2 1.5 Total provided by operating activities 43.7 66.3 Investing activities: Payment for acquisitions, net of cash acquired ( 394.0 ) ( 269.8 ) Capital expenditures ( 20.1 ) ( 21.4 ) Settlement of forward contracts 1.5 0.1 Total used for investing activities ( 412.6 ) ( 291.1 ) Financing activities: Dividends paid ( 19.5 ) ( 18.3 ) Proceeds from stock options exercised 1.3 1.9 Payment of tax withholding on equity awards vested ( 5.8 ) ( 6.4 ) Debt issuance costs ( 0.8 ) — Proceeds from revolving credit facility 348.0 280.0 Repayment of revolving credit facility ( 342.0 ) ( 65.0 ) Proceeds from term loan 400.4 — Repayment of term loan ( 36.8 ) ( 2.0 ) Total provided by financing activities 344.8 190.2 Effect of exchange rates on cash, cash equivalents and restricted cash 15.2 ( 9.5 ) Decrease in cash, cash equivalents and restricted cash ( 8.9 ) ( 44.1 ) Cash, cash equivalents and restricted cash at beginning of period 1 173.4 227.2 Cash, cash equivalents and restricted cash at end of period 2 $ 164.5 $ 183.1 1. Includes both current and non-current balances of restricted cash. Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.8 million and $ 0.0 million as of December 31, 2024, and 2023, respectively. Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 6.8 million and $ 0.0 million as of December 31, 2024, and 2023, respectively. 2 Includes both current and non-current balances of restricted cash. Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.9 million and $ 1.4 million as of June 30, 2025, and 2024, respectively. Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 11.1 million and $ 6.2 million as of June 30, 2025, and 2024, respectively. See Notes to Unaudited Condensed Consolidated Financial Statements. 7 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, (in millions) 2025 2024 Detail of cash used for operating working capital: Accounts receivable $ 0.9 $ 1.1 Inventories ( 7.9 ) ( 3.1 ) Other current assets ( 9.9 ) ( 4.5 ) Accounts payable ( 23.8 ) ( 9.5 ) Accrued liabilities 11.9 ( 25.4 ) U.S. and foreign taxes on income ( 19.3 ) ( 17.0 ) Total $ ( 48.1 ) $ ( 58.4 ) Supplemental disclosure of cash flow information: Interest paid $ 25.7 $ 19.2 Income taxes paid $ 42.2 $ 41.7 Unpaid capital expenditures $ 2.4 $ 3.5 See Notes to Unaudited Condensed Consolidated Financial Statements. 8 CRANE NXT, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (in millions, except share data) Common Shares Issued at Par Value Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity Non-controlling Interest Total Equity Balance as of December 31, 2024 $ 72.4 $ 1,719.9 $ 268.4 $ ( 172.6 ) $ ( 823.2 ) $ 1,064.9 $ — $ 1,064.9 Net income — — 21.7 — — 21.7 — 21.7 Cash dividends ($ 0.17 per share) — — ( 9.7 ) — — ( 9.7 ) — ( 9.7 ) Exercise of stock options of 21,879 shares — — — — 0.6 0.6 — 0.6 Impact from settlement of share-based awards, net of shares acquired — ( 11.7 ) — — 7.2 ( 4.5 ) — ( 4.5 ) Stock-based compensation expense — 2.7 — — — 2.7 — 2.7 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.2 ) — ( 0.2 ) — ( 0.2 ) Currency translation adjustment — — — 31.1 — 31.1 — 31.1 Balance as of March 31, 2025 $ 72.4 $ 1,710.9 $ 280.4 $ ( 141.7 ) $ ( 815.4 ) $ 1,106.6 $ — $ 1,106.6 Noncontrolling interest of acquired entity — — — — — — 1.7 1.7 Net income — — 24.9 — — 24.9 0.1 25.0 Cash dividends ($ 0.17 per share) — — ( 9.8 ) — — ( 9.8 ) — ( 9.8 ) Exercise of stock options of 21,180 shares — — — — 0.7 0.7 — 0.7 Impact from settlement of share-based awards, net of shares acquired — ( 1.2 ) — — 1.0 ( 0.2 ) — ( 0.2 ) Stock-based compensation expense — 3.0 — — — 3.0 — 3.0 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.3 ) — ( 0.3 ) — ( 0.3 ) Currency translation adjustment — — — 50.0 — 50.0 — 50.0 Balance as of June 30, 2025 $ 72.4 $ 1,712.7 $ 295.5 $ ( 92.0 ) $ ( 813.7 ) $ 1,174.9 $ 1.8 $ 1,176.7 (in millions) Common Shares Issued at Par Value Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Equity Balance as of December 31, 2023 $ 72.4 $ 1,728.1 $ 120.9 $ ( 118.6 ) $ ( 838.8 ) $ 964.0 Net income attributable to common shareholders — — 37.8 — — 37.8 Cash dividends ($ 0.16 per share) — — ( 9.1 ) — — ( 9.1 ) Exercise of stock options of 57,564 shares — — — — 1.6 1.6 Impact from settlement of share-based awards, net of shares acquired — ( 14.7 ) — — 9.5 ( 5.2 ) Stock-based compensation expense — 2.1 — — — 2.1 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.4 ) — ( 0.4 ) Currency translation adjustment — — — ( 26.7 ) — ( 26.7 ) Balance as of March 31, 2024 $ 72.4 $ 1,715.5 $ 149.6 $ ( 145.7 ) $ ( 827.7 ) $ 964.1 Net income attributable to common shareholders — — 41.6 — — 41.6 Cash dividends ($ 0.16 per share) — — ( 9.2 ) — — ( 9.2 ) Exercise of stock options of 8,933 shares — — — — 0.3 0.3 Impact from settlement of share-based awards, net of shares acquired — ( 1.1 ) — — 0.8 ( 0.3 ) Stock-based compensation expense — 2.4 — — — 2.4 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.5 ) — ( 0.5 ) Currency translation adjustment — — — ( 8.6 ) — ( 8.6 ) Balance as of June 30, 2024 $ 72.4 $ 1,716.8 $ 182.0 $ ( 154.8 ) $ ( 826.6 ) 989.8 See Notes to Unaudited Condensed Consolidated Financial Statements. 9 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Basis of Presentation Crane NXT, Co. is a leading provider of trusted technology solutions to secure, detect, and authenticate our customers’ most valuable assets. We are comprised of two reporting segments: Crane Payment Innovations (“CPI”) and Security and Authentication Technologies (“SAT”). Our primary end markets include governments, brands, financial insti tutions and a wide range of consumer related end markets including convenience merchandising (vending), retail and gaming. See Note 4, “Segment Results” for the relative size of these segments in relation to the total company (both net sales and total assets). References herein to “Crane NXT,” “we,” “us” and “our” refer to Crane NXT, Co. and its subsidiaries, including when Crane NXT, Co. was named “Crane Holdings, Co.” unless the context implies otherwise. References herein to “Holdings” refer to Crane Holdings, Co. and its subsidiaries prior to the consummation of the Separation unless the context implies otherwise. Separation On April 3, 2023, Holdings was separated (the “Separation”) into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company (“SpinCo”), through a pro-rata distribution (the “Distribution”) of all the issued and outstanding common stock of SpinCo to the stockholders of Holdings. As part of the Separation, we entered into definitive agreements with SpinCo, including a Tax Matters Agreement, which set forth the terms and conditions of the Separation and provided a framework for our relationship with SpinCo following the Separation. See Note 9, “Income Taxes” for more details on the Tax Matters Agreement. Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Crane NXT Consolidated and Combined Financial Statements and Notes to Consolidated and Combined Financial Statements for the year ended December 31, 2024, previously filed on Form 10-K on February 20, 2025. Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures. Recent Accounting Pronouncements Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which intends to improve the transparency of income tax disclosures. The new standard requires public entities to provide greater disaggregation in their rate reconciliation, including new requirements to present reconciling items on a gross basis within specified categories, to disclose both percentages and dollar amounts, and to disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meets a quantitative threshold. The guidance also includes new requirements to provide users of the financial statements with better information on future cash flow prospects. The standard is effective for all public entities for annual periods beginning after December 15, 2024, on a prospective basis, with a retrospective option, and early adoption permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the potential impact of this standard on its Financial Statements and Disclosures. We do not expect the new standard to have a material impact on our disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which intends to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The standard requires disclosure of these expenses on an interim and annual basis in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of this standard on its Financial Statements and Disclosures. The Company considered the applicability and impact of other Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Unaudited Condensed Consolidated Statements of Operations, Balance Sheets and Cash Flows. 10 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 - Related Parties After the Separation, SpinCo and its subsidiaries became related parties. As of June 30, 2025 and December 31, 2024, we had outstanding receivables from SpinCo and its subsidiaries of $ 3.2 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement. Note 3 - Acquisitions De La Rue Acquisition On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a base purchase price of £ 300 million on a cash-free and debt-free basis, subject to customary purchase price adjustments . The amount paid, net of cash acquired and working capital adjustments, was $ 394.0 million. We utilized a $ 400.4 million delayed draw term loan (as defined in Note 13, “Financing”) to fund the acquisition. DLR is a leading global provider of digital and physical security and authentication technologies to governments and brands, and expands our portfolio of authentication solutions. DLR is part of a joint venture (the “Joint Venture”) that manufactures and sells tax stamps for the government of Ghana. DLR owns 49% of the share capital but maintains control of the Joint Venture through board governance rights. As such, we have consolidated the Joint Venture and recorded a noncontrolling interest in our Condensed Consolidated Financial Statements. Allocation of Consideration Transferred to Net Assets Acquired The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of DLR, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC Topic 805 “Business Combination” (“ASC 805”), and determination of post-closing and final working capital adjustments. Net assets acquired (in millions) Accounts receivable, net $ 25.5 Inventories, net 25.3 Other current assets 4.8 Property, plant and equipment 28.5 Other non-current assets 5.2 Intangible assets 184.4 Goodwill 181.6 Total assets acquired $ 455.3 Total current liabilities $ 13.1 Other liabilities 48.2 Total assumed liabilities $ 61.3 Net assets acquired $ 394.0 The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development. Goodwill from this acquisition is not deductible for tax purposes. Th e amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following: Intangible Assets (in millions) Intangible Fair Value Weighted Average Life (in years) Customer relationships $ 141.0 18.2 Developed technology 40.7 5.0 Backlog 2.7 0.9 Total acquired intangible assets $ 184.4 11 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The fair values of the customer relationships and backlog intangible assets were determined by using an “income approach”, which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. The Company’s estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 12 to 21 years. The fair values of the developed technology intangible assets were determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of DLR’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the Company’s ownership of the technology. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years. OpSec Acquisition On May 3, 2024, we acquired OpSec Security (“OpSec”) for a base purchase price of $ 270 million on a cash-free and debt-free basis, subject to customary purchase price adjustments . The amount paid, net of cash acquired and working capital adjustments, was $ 268.4 million. We utilized $ 210.0 million from our Revolving Facility (as defined in Note 13, “Financing”) and cash on hand to fund the acquisition. OpSec provides authentication solutions, brand and digital content protection serving various commercial brands, government agencies and financial institutions. Allocation of Consideration Transferred to Net Assets Acquired The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec. The fair value of certain assets and liabilities has been completed as required by ASC 805. Net assets acquired (in millions) Total current assets $ 33.5 Property, plant and equipment 17.3 Other assets 6.9 Intangible assets 155.5 Goodwill 134.3 Total assets acquired $ 347.5 Total current liabilities $ 37.9 Other liabilities 41.2 Total assumed liabilities $ 79.1 Net assets acquired $ 268.4 The amount allocated to other assumed liabilities includes a contingent liability of $ 1.5 million related to a prior OpSec acquisition. The amount payable is contingent upon achievement of specific revenue targets and is capped at $ 2.2 million. The contingency conditions expire at the end of 2026, at which point if the contingency conditions have not been met, no payment will occur. The contingent liability is measured at fair value. See Note 14, “Fair Value Measurements” for further details. The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development. Goodwill from this acquisition is not deductible for tax purposes. 12 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Th e amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following: Intangible Assets (in millions) Intangible Fair Value Weighted Average Life (in years) Intellectual property rights $ 1.5 5.0 Customer relationships 115.5 19.3 Developed technology 36.5 5.7 Backlog 2.0 0.7 Total acquired intangible assets $ 155.5 Supplemental Pro Forma Data DLR results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 1, 2025. OpSec results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024. During the period since acquisition, DLR contributed net sales of $ 17.5 million and had an operating loss of $ 6.3 million for the three months ended June 30, 2025. The operating loss was driven by acquisition related amortization and transaction costs. The following unaudited pro forma consolidated and combined information assumes that the DLR acquisition was completed on January 1, 2024 and the OpSec acquisition was completed on January 1, 2023. The unaudited pro forma consolidated and combined information is provided for illustrative purposes only and is not indicative of our actual consolidated and combined results of operations or consolidated financial position. Three Months Ended Six Months Ended (in millions) 2025 2024 2025 2024 Net sales $ 408.2 $ 404.8 $ 767.0 $ 785.3 Net income attributable to common shareholders $ 34.3 $ 42.1 $ 53.8 $ 71.0 Acquisition-Related Costs For the three-and-six months ended June 30, 2025, we recorded $ 12.4 million and $ 13.1 million, respectively, of acquisition-related costs. For the three-and-six months ended June 30, 2024, we recorded $ 6.1 million and $ 10.0 million, respectively of acquisition-related costs. Acquisition-related costs are recorded within “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations. Note 4 - Segment Results As of June 30, 2025, we had two reportable segments: Crane Payment Innovations and Security and Authentication Technologies. Assets of the reportable segments exclude general corporate assets which principally consist of cash and tax-related balances. Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, professional services and other administrative costs. A brief description of each of our segments as of June 30, 2025 is as follows: Crane Payment Innovations (CPI) CPI provides electronic equipment and associated software leveraging extensive and proprietary core capabilities with various detection and sensing technologies for applications including verification and authentication of payment transactions. CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions. Key research and development and manufacturing facilities are located in the United States, the United Kingdom, Mexico, Japan, and Germany, with additional sales offices across the world. 13 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Security and Authentication Technologies (SAT) SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, government tax stamps and industrial products. SAT also provides brand protection, authentication solutions, and digital content protection across online marketplaces, social media platforms, and websites. These solutions serve various brands, as well as government agencies and financial insti tutions. Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta. Financial information by reportable segment is set forth below: (in millions) Three months ended June 30, 2025 Crane Payment Innovations Security and Authentication Technologies Total Net Sales $ 211.4 $ 193.0 $ 404.4 Less: Cost of operations 97.5 95.5 Selling and administrative expense 41.4 41.9 Engineering expense 9.3 9.2 Other segment items (a) 14.2 28.4 Segment operating profit $ 49.0 $ 18.0 $ 67.0 Corporate costs ( 19.1 ) Operating profit 47.9 Interest income 0.2 Interest expense ( 16.4 ) Miscellaneous income, net 1.1 Income before income taxes $ 32.8 (in millions) Three months ended June 30, 2024 Crane Payment Innovations Security and Authentication Technologies Total Net Sales $ 224.4 $ 146.2 $ 370.6 Less: Cost of operations 101.8 79.9 Selling and administrative expense 37.7 20.0 Engineering expense 10.7 7.1 Other segment items (a) 12.8 15.2 Segment operating profit $ 61.4 $ 24.0 $ 85.4 Corporate costs ( 17.8 ) Operating profit 67.6 Interest income 0.4 Interest expense ( 12.4 ) Miscellaneous expense, net ( 0.2 ) Income before income taxes $ 55.4 14 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions) Six months ended June 30, 2025 Crane Payment Innovations Security and Authentication Technologies Total Net Sales $ 414.3 $ 320.4 $ 734.7 Less: Cost of operations 189.8 154.6 Selling and administrative expense 81.2 71.4 Engineering expense 18.9 18.4 Other segment items (a) 25.7 55.6 Segment operating profit $ 98.7 $ 20.4 $ 119.1 Corporate costs ( 33.9 ) Operating profit 85.2 Interest income 0.4 Interest expense ( 27.9 ) Miscellaneous income, net 3.2 Income before income taxes $ 60.9 (in millions) Six months ended June 30, 2024 Crane Payment Innovations Security and Authentication Technologies Total Net Sales $ 433.4 $ 250.8 $ 684.2 Less: Cost of operations 196.2 137.1 Selling and administrative expense 77.6 42.6 Engineering expense 22.3 12.5 Other segment items (a) 23.2 14.4 Segment operating profit $ 114.1 $ 44.2 $ 158.3 Corporate costs ( 35.3 ) Operating profit 123.0 Interest income 1.0 Interest expense ( 22.3 ) Miscellaneous income, net 0.4 Income before income taxes $ 102.1 (a) Includes other cost of operations such as manufacturing costs, amortization expenses, shipping and handling costs, and certain overhead expenses, as well as corporate allocations. Three months ended June 30, Six months ended June 30, (in millions) 2025 2024 2025 2024 Depreciation and amortization: Crane Payment Innovations $ 7.3 $ 7.3 $ 14.4 $ 14.7 Security and Authentication Technologies 19.2 12.4 33.1 22.8 Corporate 0.6 0.5 1.2 1.2 Total $ 27.1 $ 20.2 $ 48.7 $ 38.7 15 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Six months ended June 30, (in millions) 2025 2024 Capital expenditures: Crane Payment Innovations $ 1.9 $ 3.4 Security and Authentication Technologies 13.1 14.3 Corporate 0.3 0.1 Total $ 15.3 $ 17.8 (in millions) June 30, 2025 December 31, 2024 Assets: Crane Payment Innovations $ 1,169.1 $ 1,187.1 Security and Authentication Technologies 1,711.5 1,178.2 Corporate 37.1 21.2 Total $ 2,917.7 $ 2,386.5 (in millions) June 30, 2025 December 31, 2024 Goodwill: Crane Payment Innovations $ 632.0 $ 609.1 Security and Authentication Technologies 535.8 347.5 Total $ 1,167.8 $ 956.6 Note 5 - Revenue Disaggregation of Revenues The following table presents net sales disaggregated by product line for each segment: Three Months Ended Six Months Ended June 30, June 30, (in millions) 2025 2024 2025 2024 Crane Payment Innovations Products $ 177.1 $ 190.6 $ 347.0 $ 367.0 Services 34.3 33.8 67.3 66.4 Total Crane Payment Innovations $ 211.4 $ 224.4 $ 414.3 $ 433.4 Security and Authentication Technologies Banknotes and Security Products $ 143.5 $ 124.1 $ 236.9 $ 227.5 Authentication Products and Solutions 49.5 22.1 83.5 23.3 Total Security and Authentication Technologies $ 193.0 $ 146.2 $ 320.4 $ 250.8 Net sales $ 404.4 $ 370.6 $ 734.7 $ 684.2 Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled. As of June 30, 2025, our performance obligations were $ 591.6 million. We expect to recognize approximately 70 % of our remaining performance obligations as revenue in 2025, and 30 % in 2026. 16 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Contract Assets and Contract Liabilities Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets”, current contract liabilities, which are included within “Accrued liabilities” and long-term contract liabilities, which are included within “Other liabilities” on our Unaudited Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following: (in millions) June 30, 2025 December 31, 2024 Contract assets $ 50.6 $ 37.8 Current contract liabilities $ 94.2 $ 71.4 Long-term contract liabilities $ 15.1 $ 13.5 We recognized revenue of $ 26.3 million and $ 50.8 million during the three-and-six months ended June 30, 2025, respectively, related to contract liabilities as of December 31, 2024. Note 6 - Earnings Per Share Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period. Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2025 2024 2025 2024 Net income attributable to common shareholders $ 24.9 $ 41.6 $ 46.6 $ 79.4 Average basic shares outstanding 57.4 57.1 57.3 57.1 Effect of dilutive share-based awards 0.5 0.7 0.6 0.6 Average diluted shares outstanding 57.9 57.8 57.9 57.7 Earnings per basic share $ 0.43 $ 0.73 $ 0.81 $ 1.39 Earnings per diluted share $ 0.43 $ 0.72 $ 0.80 $ 1.38 Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti‑dilutive were 0.5 million and 0.4 million, respectively, for the three-and-six-months ended June 30, 2025, and $ 0.3 million for the three-and-six-months ended 2024. 17 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 7 - Changes in Accumulated Other Comprehensive Loss The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Unaudited Condensed Consolidated Balance Sheets. (in millions) Pension and Postretirement Benefits (a) Currency Translation Adjustment Total Balance as of December 31, 2024 $ 0.7 $ ( 173.3 ) $ ( 172.6 ) Other comprehensive gain before reclassifications — 81.1 81.1 Amounts reclassified from accumulated other comprehensive loss ( 0.5 ) — ( 0.5 ) Net period other comprehensive (loss) income ( 0.5 ) 81.1 80.6 Balance as of June 30, 2025 $ 0.2 $ ( 92.2 ) $ ( 92.0 ) (a) Net of tax detriment of $ 1.2 million and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively. The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three-and-six month periods ended June 30, 2025, and 2024. Amortization of pension and postretirement components has been recorded within “Miscellaneous income (expense), net” on our Unaudited Condensed Consolidated Statements of Operations. Three Months Ended June 30, Six Months Ended June 30, (in millions) 2025 2024 2025 2024 Amortization of pension components: Prior service costs $ ( 0.2 ) $ ( 0.2 ) $ ( 0.4 ) $ ( 0.4 ) Net loss 0.1 — 0.1 0.1 Amortization of postretirement components: Prior service costs — ( 0.2 ) — ( 0.4 ) Net gain ( 0.2 ) ( 0.2 ) ( 0.3 ) ( 0.4 ) Total before tax $ ( 0.3 ) $ ( 0.6 ) $ ( 0.6 ) $ ( 1.1 ) Tax impact — ( 0.1 ) ( 0.1 ) ( 0.2 ) Total reclassifications for the period $ ( 0.3 ) $ ( 0.5 ) $ ( 0.5 ) $ ( 0.9 ) Note 8 - Pension and Postretirement Benefits For all plans, the components of net periodic (benefit) expense for the three months ended June 30, 2025, and 2024 are as follows: Pension Postretirement (in millions) 2025 2024 2025 2024 Service cost $ 0.5 $ 0.6 $ — $ — Interest cost 0.4 0.5 0.2 0.2 Expected return on plan assets ( 0.7 ) ( 0.8 ) — — Amortization of prior service cost ( 0.2 ) ( 0.2 ) — ( 0.2 ) Amortization of net loss (gain) 0.1 — ( 0.2 ) ( 0.2 ) Settlement gain ( 0.1 ) — — — Net periodic expense (benefit) $ — $ 0.1 $ — $ ( 0.2 ) 18 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For all plans, the components of net periodic (benefit) expense for the six months ended June 30, 2025, and 2024 are as follows: Pension Postretirement (in millions) 2025 2024 2025 2024 Service cost $ 1.0 $ 1.1 $ — $ — Interest cost 0.8 1.0 0.3 0.3 Expected return on plan assets ( 1.3 ) ( 1.6 ) — — Amortization of prior service cost ( 0.4 ) ( 0.4 ) — ( 0.4 ) Amortization of net loss (gain) 0.1 0.1 ( 0.3 ) ( 0.4 ) Settlement gain (0.1) — — — Net periodic expense (benefit) $ 0.1 $ 0.2 $ — $ ( 0.5 ) The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income (expense), net” in our Unaudited Condensed Consolidated Statements of Operations. Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations. We expect to contribute the following to our pension and postretirement plans: (in millions) Pension Postretirement Expected contributions in 2025 $ 1.6 $ 1.3 Amounts contributed during the six months ended June 30, 2025 $ 0.5 $ 1.1 Note 9 - Income Taxes Effective Tax Rates Our quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the periods presented. Our effective tax rates are as follows: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Effective Tax Rate 24.0 % 25.0 % 23.4 % 22.3 % The difference of our effective tax rate to the prior year comparable period for the three and six months ended June 30, 2025 and 2024 is primarily due to the mix of non-U.S. earnings. Our effective tax rate for the three-and-six months ended June 30, 2025 is higher than the statutory U.S. federal tax rate of 21% primarily due to the mix of non-U.S. earnings. On July 4, 2025, the H.R. 1 budget reconciliation bill was signed into law in the United States. The Company is currently evaluating the potential impact of this legislation on the income tax provision. The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon by over 140 member jurisdictions including the United States. Pillar 2 addresses the risks associated with profit shifting to entities in low tax jurisdictions. We adopted Pillar 2 in 2024 and the anticipated impact of Pillar 2 on our income tax provision for the fiscal year ending December 31, 2025 is approximately $ 2.4 million. 19 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As part of the Separation, we entered into a Tax Matters Agreement with SpinCo. The agreement, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution and certain related transactions to qualify as a transaction that is tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities. As of June 30, 2025, we had gross unrecognized tax benefits of $ 9.3 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets. Note 10 - Goodwill and Intangible Assets Changes to goodwill are as follows: (in millions) Crane Payment Innovations Security and Authentication Technologies Total Balance as of December 31, 2024 $ 609.1 $ 347.5 $ 956.6 Additions — 181.6 181.6 Currency translation and other 22.9 6.7 29.6 Balance as of June 30, 2025 $ 632.0 $ 535.8 $ 1,167.8 Changes to intangible assets are as follows: (in millions) Six Months Ended June 30, 2025 Year Ended December 31, 2024 Balance at beginning of period, net of accumulated amortization 1 $ 419.3 $ 308.9 Additions 188.0 161.8 Amortization expense ( 27.0 ) ( 47.0 ) Currency translation and other 12.0 ( 4.4 ) Balance at end of period, net of accumulated amortization 1 $ 592.3 $ 419.3 1 Includes $45.5 million intangibles with indefinite useful lives. A summary of intangible assets are as follows: Weighted Average Amortization Period of Finite Lived Assets (in years) June 30, 2025 December 31, 2024 (in millions) Gross Asset Accumulated Amortization Net Gross Asset Accumulated Amortization Net Intellectual property rights 11.3 $ 66.0 $ 17.6 $ 48.4 $ 65.5 $ 15.4 $ 50.1 Customer relationships and backlog 18.8 776.9 322.7 454.2 610.5 293.9 316.6 Developed Technology 6.0 111.4 33.2 78.2 66.4 26.8 39.6 Other 12.3 74.8 63.3 11.5 71.8 58.8 13.0 Total 18.1 $ 1,029.1 $ 436.8 $ 592.3 $ 814.2 $ 394.9 $ 419.3 Future amortization expense associated with intangible assets is expected to be: 20 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions) Remainder of 2025 $ 33.7 2026 63.6 2027 60.7 2028 55.6 2029 54.3 2030 and after 278.9 Note 11 - Accrued Liabilities Accrued liabilities consist of: (in millions) June 30, 2025 December 31, 2024 Contract liabilities $ 94.2 $ 71.4 Employee related expenses 43.4 53.4 Current lease liabilities 13.2 10.6 Accrued interest 6.8 6.6 Warranty 7.2 6.2 Other 68.6 63.0 Total $ 233.4 $ 211.2 Note 12 - Commitments and Contingencies We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of June 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters. 21 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 13 - Financing Our debt consisted of the following: (in millions) June 30, 2025 December 31, 2024 Term Loan $ 51.4 $ — Revolving Facility 216.0 210.0 Total short-term borrowings (a) $ 267.4 $ 210.0 Term Loan $ 321.1 $ — 6.55 % notes due November 2036 198.7 198.7 4.20 % notes due March 2048 346.8 346.8 Other deferred financing costs associated with credit facilities ( 4.8 ) ( 4.9 ) Total long-term debt (a) $ 861.8 $ 540.6 (a) Debt discounts and debt issuance costs totaled $ 10.5 million and $ 9.4 million as of June 30, 2025, and December 31, 2024, respectively, have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable. Credit Faciliti es - On March 17, 2023, we became party to a senior secured credit agreement (the “Credit Agreement”) which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and we entered into a $ 350 million, 3-year term loan facility (the “Term Facility”). Funding for both facilities became available in connection with the Separation. On December 9, 2024, we entered into an amendment to the Credit Agreement which increased the Revolving Facility by $ 200 million to an aggregate $ 700 million and provided a delayed draw term loan (the “Term Loan”) of £ 300 million. On the same day, proceeds from the Revolving Facility were used to repay the outstanding Term Facility. In the six months ended June 30, 2025, we drew down $ 348.0 million and repaid $ 342.0 million on our Revolving Facility to fund working capital requirements. We also drew down £ 300.0 million, or $ 400.4 million, on the Term Loan to fund the DLR acquisition and repaid $ 36.8 million. Note 14 - Fair Value Measurements The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of June 30, 2025, and December 31, 2024. June 30, 2025 (in millions) Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities Level 1 Other Observable Inputs Level 2 Unobservable Inputs Level 3 Total Fair Value Assets Foreign exchange contract not designated as hedging instrument 1 Accounts Receivable $ — $ 0.4 $ — $ 0.4 Liabilities Long-term debt Long-term debt $ — $ 417.1 $ — $ 417.1 Performance-based restricted share units Accrued liabilities $ 0.8 $ — $ — $ 0.8 Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5 1 Notional value of $ 16.8 million 22 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 (in millions) Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities Level 1 Other Observable Inputs Level 2 Unobservable Inputs Level 3 Total Fair Value Assets Foreign exchange contract not designated as hedging instrument 1 Accounts Receivable $ — $ 0.1 $ — $ 0.1 Liabilities Foreign exchange contract not designated as hedging instrument 1 Accrued Liabilities $ — $ 3.1 $ — $ 3.1 Long-term debt Long-term debt $ — $ 430.1 $ — $ 430.1 Performance-based restricted share units Other Liabilities $ 1.6 $ — $ — $ 1.6 Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5 1 Notional value of $ 65.0 million Note 15 - Restructuring Overview 2025 Restructuring - In the second quarter of 2025 we initiated restructuring actions as follows: • We recorded $ 6.1 million of restructuring expense in the SAT segment, predominantly related to severance charges, associated with the integration of the DLR and OpSec businesses. We expect to substantially complete the restructuring program in 2025, with total costs expected to be in the range of $ 10 million to $ 15 million. • We recorded $ 1.2 million of restructuring expense in the CPI segment, predominantly related to severance charges. We will continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions. 2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 10.1 million of cumulative severance charges through June 30, 2025. We expect to substantially complete the restructuring program in 2025 and do not expect to incur significant additional costs. 2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 6.7 million of cumulative restructuring charges through June 30, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs. This restructuring program has been completed. Restructuring charges We recorded restructuring charges which are reflected in the Condensed Consolidated Statements of Operations, as follows: Three Months Ended Six Months Ended (in millions) 2025 2024 2025 2024 Crane Payment Innovations $ 1.2 $ — 1.2 2.7 Security and Authentication Technologies 6.1 — 6.1 — Total restructuring charges $ 7.3 $ — $ 7.3 $ 2.7 23 NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Restructuring Liability The following table summarizes the accrual balances related to these restructuring charges by program: (in millions) 2025 Restructuring 2024 Restructuring 2022 Restructuring Total Severance: Balance as of December 31, 2024 (a) $ — $ 7.2 $ 0.2 $ 7.4 Expense (b) 5.7 — — $ 5.7 Utilization ( 0.8 ) ( 6.0 ) ( 0.2 ) ( 7.0 ) Balance as of June 30, 2025 (a) $ 4.9 $ 1.2 $ — $ 6.1 (a) Included within “Accrued Liabilities” in the Unaudited Condensed Consolidated Balance Sheets. (b) Included within “Restructuring charges” in the Unaudited Condensed Consolidated Statements of Operations. 24 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS