What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-06 · 152 added, 227 removed, 405 unchanged (48% of the section changed)

3 unchanged sentences

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share data) 2024 2023

3 unchanged sentences

Selling, general and administrative 94.3 88.8

Restructuring charges, net 2.7 —

Operating profit 55.4 65.9

14 unchanged sentences

Diluted 57.7 56.7

Dividends per share $ 0.14 n/a $ 0.28 n/a

Dividends per share $ 0.16 n/a

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Nine Months Ended

September 30, September 30,

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in millions) 2024 2023

Net income attributable to common shareholders $ 37.8 $ 43.7

Components of other comprehensive loss, net of tax

Components of other comprehensive (loss) income, net of tax

Currency translation adjustment ( 26.7 ) 4.9

Changes in pension and postretirement plan assets and benefit obligation, net of tax ( 0.4 ) ( 0.5 )

Other comprehensive loss, net of tax ( 21.6 ) ( 60.7 ) ( 20.8 ) ( 123.3 )

Comprehensive income (loss) attributable to common shareholders $ 30.3 $ ( 16.1 ) $ 118.0 $ 19.6

Other comprehensive (loss) income, net of tax ( 27.1 ) 4.4

Comprehensive income attributable to common shareholders $ 10.7 $ 48.1

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED BALANCE SHEETS

(in millions) September 30,

CONSOLIDATED AND CONDENSED BALANCE SHEETS

(in millions) March 31,

2024 December 31,

1 unchanged sentence

Cash and cash equivalents $ 220.6 $ 227.2

Accounts receivable, net of allowance for credit losses of $ 10.1 as of September 30, 2023 and $ 6.1 as of December 31, 2022

Accounts receivable, net of allowance for credit losses of $ 13.8 as of March 31, 2024 and $ 11.8 as of December 31, 2023

Inventories, net:

11 unchanged sentences

Long-term deferred tax assets 2.7 2.7

Other assets 78.5 56.7

Intangible assets, net 297.0 308.9

Goodwill 830.1 841.2

Other assets 85.1 71.0

Total assets $ 2,098.7 $ 2,129.4

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED BALANCE SHEETS

(in millions, except per share and share data) September 30,

CONSOLIDATED AND CONDENSED BALANCE SHEETS

(in millions, except per share and share data) March 31,

2024 December 31,

18 unchanged sentences

Retained earnings 149.6 120.9

Crane Net Investment — 915.3

Accumulated other comprehensive loss ( 145.7 ) ( 118.6 )

2 unchanged sentences

Total liabilities and equity $ 2,098.7 $ 2,129.4

Common shares issued 72,441,647 n/a

Common shares held in treasury 15,638,495 n/a

Common shares outstanding 56,803,152 n/a

Common shares issued 72,441,647 72,441,647

Common shares held in treasury 15,325,969 15,544,190

Common shares outstanding 57,115,678 56,897,457

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

2 unchanged sentences

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

5 unchanged sentences

Deferred income taxes 0.2 3.1

Cash (used for) provided by operating working capital ( 12.2 ) 4.5

Cash used for operating working capital ( 50.8 ) ( 28.7 )

Other 1.5 ( 3.9 )

Total provided by operating activities 9.5 35.5

4 unchanged sentences

Dividends paid ( 9.1 ) —

Stock options exercised, net of shares reacquired 2.1 —

Proceeds from stock options exercised 1.6 —

Payment of tax withholding on equity awards vested ( 6.2 ) —

Debt issuance costs — ( 4.0 )

Repayment of long-term debt ( 300.0 ) —

Proceeds from revolving credit facility 30.0 —

3 unchanged sentences

Net transfers to Crane — ( 392.6 )

Total used for financing activities ( 176.5 ) ( 88.6 )

Effect of exchange rates on cash and cash equivalents ( 6.9 ) ( 35.0 )

(Decrease) increase in cash and cash equivalents ( 1.7 ) 95.1

Total provided by (used for) financing activities 10.6 ( 46.6 )

Effect of exchange rates on cash, cash equivalents and restricted cash ( 7.9 ) 2.6

Decrease in cash, cash equivalents and restricted cash ( 0.3 ) ( 12.5 )

Cash and cash equivalents at beginning of period 227.2 230.7

Cash and cash equivalents at end of period $ 229.0 $ 196.3

Cash, cash equivalents and restricted cash at end of period 1

$ 226.9 $ 218.2

1 Includes both current and non-current balances of restricted cash.

Current restricted cash, included within “Other current assets” in our Unaudited Consolidated and Combined Condensed Balance Sheets, was $ 0.1 million and $ 0.0 million as of March 31, 2024, and March 31, 2023, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Consolidated and Combined Condensed Balance Sheets, was $ 6.2 million and $ 0.0 million as of March 31, 2024, and March 31, 2023, respectively.

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

2 unchanged sentences

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

Detail of cash (used for) provided by operating working capital:

Detail of cash used for operating working capital:

Accounts receivable $ 28.2 $ 21.0

8 unchanged sentences

Income taxes paid $ 8.7 $ 6.1

Unpaid capital expenditures $ 2.0 $ 1.4

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

8 unchanged sentences

Loss Treasury

Stock Crane Net Investment Total

BALANCE December 31, 2022

$ — $ — $ — $ ( 131.5 ) $ — $ 915.3 $ 783.8

Net income — — — — — 43.7 43.7

Net transfers to Crane — — — — — ( 393.1 ) ( 393.1 )

Stock-based compensation expense — — — — — 2.3 2.3

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.5 ) — — ( 0.5 )

Currency translation adjustment — — — 4.9 — 4.9

BALANCE March 31, 2023 $ — $ — $ — $ ( 127.1 ) $ — $ 568.2 $ 441.1

Net income — — 43.2 — — — 43.2

Cash dividends ($ 0.14 per share)

— — ( 7.9 ) — — — ( 7.9 )

Dividend from Crane — — — — 275.0 275.0

Net transfers from Crane — — — — — 103.9 103.9

Reclassification of Crane Net Investment to Common Stock, Treasury Stock and Capital Surplus 72.4 1,722.8 — — ( 848.1 ) ( 947.1 ) —

Exercise of stock options, net of shares reacquired of 64,105 shares

— — — — 1.9 — 1.9

Impact from settlement of share-based awards, net of shares acquired — ( 1.8 ) — — 1.8 — —

Stock-based compensation expense — 1.9 — — — — 1.9

Stock-based compensation reclassification 1

Balance as of December 31, 2023

$ 72.4 $ 1,728.1 $ 120.9 $ ( 118.6 ) $ ( 838.8 ) $ 964.0

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.5 ) — — ( 0.5 )

Currency translation adjustment — — — ( 3.1 ) — — ( 3.1 )

BALANCE June 30, 2023 $ 72.4 $ 1,722.6 $ 35.3 $ ( 130.7 ) $ ( 844.4 ) $ — $ 855.2

Net income — — 51.9 — — — 51.9

Net income attributable to common shareholders — — 37.8 — — 37.8

Cash dividends ($ 0.16 per share)

— — ( 9.1 ) — ( 9.1 )

Crane transfer (Note 1) — ( 7.5 ) — — — — ( 7.5 )

Exercise of stock options, net of shares reacquired of 7,465 shares

Exercise of stock options of 57,564 shares

— — — — 1.6 1.6

3 unchanged sentences

Currency translation adjustment — — — ( 26.7 ) — ( 26.7 )

BALANCE September 30, 2023 $ 72.4 $ 1,717.1 $ 79.3 $ ( 152.3 ) $ ( 843.9 ) $ — $ 872.6

1 Reclassification of stock-based compensation due to modification resulting from equity award conversions.

See Note 1, “Organization and Basis of

Presentation” for additional information.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CHANGES IN EQUITY

Balance as of March 31, 2024 $ 72.4 $ 1,715.5 $ 149.6 $ ( 145.7 ) $ ( 827.7 ) $ 964.1

(in millions) Crane Net Investment Accumulated

Comprehensive

BALANCE December 31, 2021 $ 836.1 $ ( 72.3 ) $ 763.8

Net income 49.5 — 49.5

Stock-based compensation expense 2.1 — 2.1

Changes in pension and postretirement plan assets and benefit obligation, net of tax — ( 0.2 ) ( 0.2 )

Currency translation adjustment — ( 16.1 ) ( 16.1 )

Net transfers to Crane ( 22.9 ) — ( 22.9 )

BALANCE March 31, 2022 $ 864.8 $ ( 88.6 ) $ 776.2

Net income 48.8 — 48.8

Balance as of December 31, 2022 $ 915.3 $ ( 131.5 ) $ 783.8

Net income attributable to common shareholders 43.7 — 43.7

Stock-based compensation expense 2.3 — 2.3

2 unchanged sentences

Net transfers to Crane ( 393.1 ) — ( 393.1 )

BALANCE June 30, 2022 $ 866.0 $ ( 134.9 ) $ 731.1

Net income 44.6 — 44.6

Stock-based compensation expense 2.3 — 2.3

Currency translation adjustment — ( 60.7 ) ( 60.7 )

Net transfers to Crane ( 15.7 ) — ( 15.7 )

BALANCE September 30, 2022 $ 897.2 $ ( 195.6 ) $ 701.6

Balance as of March 31, 2023 $ 568.2 $ ( 127.1 ) $ 441.1

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

20 unchanged sentences

Therefore, following the Separation, our historical financial statements are comprised solely of combined carve-out financial statements representing only our operations, assets, liabilities and equity on a stand-alone basis derived from the consolidated financial statements and accounting records of Holdings.

In connection with the Separation, we entered into a $ 350 million, three-year term loan facility, and, on April 3, 2023, prior to the Separation, SpinCo paid a one-time cash dividend in the amount of $ 275 million to Holdings.

See Note 12, “Financing” and Note 2, “Related Parties" for additional information.

In addition, Holdings transferred $ 84 million of cash to us as part of the Separation.

As a result of the Separation, net assets of $ 378.9 million were contributed to the Business and recorded on the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity through “Crane Net Investment.” During the three months ended September 30, 2023, an additional $ 7.5 million of liabilities attributable to the Business were identified.

The correction has been reflected on the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity through “Crane transfer” in the three months ended September 30, 2023.

Stock-based Compensation

Prior to the Separation, Crane NXT employees and directors participated in Holdings equity incentive plans and received equity awards under those plans in the forms of stock options, restricted share units, performance-based and time-based restricted share units and deferred stock units in respect of Holdings common shares.

Prior to the Separation, Crane NXT employees and directors participated in Holdings equity incentive plans and received equity awards under those plans in the form of stock options, restricted share units, performance-based and time-based restricted share units and deferred stock units in respect of Holdings common shares.

Crane NXT Unaudited Consolidated and Combined Condensed Financial Statements reflect compensation expense for these stock-based plans associated with the portion of the Holdings equity incentive plans in which Crane NXT employees and directors participated.

1 unchanged sentence

The exchanged awards are subject to the same service vesting requirements as the original awards.

Upon the exchange, there were 0.5 million options outstanding related to Crane NXT associates and 0.6 million options outstanding related to SpinCo associates.

There was no significant incremental stock-based compensation expense recorded as a result of the equity award conversions.

The modification of the performance-based restricted share units resulted in a liability recorded upon Separation.

The amount of the liability was $ 1.2 million as of September 30, 2023 and is included in “Accrued liabilities” in our Unaudited Consolidated and Combined Condensed Financial Statements.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

The amount of the liability was $ 1.0 million and $ 1.9 million as of March 31, 2024, and December 31, 2023, respectively.

Separation Agreements

On April 3, 2023, we entered into definitive agreements with SpinCo in connection with the Separation.

The agreements set forth the terms and conditions of the Separation and provide a framework for Crane NXT’s relationship with SpinCo following the Separation, including the allocation between Crane NXT and SpinCo of Crane NXT’s and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.

These agreements include the Separation and Distribution Agreement (as described below), which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement (each, as described below).

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth, among other things, the agreements between us and SpinCo regarding the principal transactions necessary to effect the Separation.

It also sets forth other agreements that govern certain aspects of our ongoing relationship with SpinCo after the completion of the Separation.

Transition Services Agreement

The Transition Services Agreement provides for the transition of Holdings into two independent, publicly-traded companies following the consummation of the Separation, and provides each party time to replace certain assets and employees that have been allocated to the other party.

Under the Transition Services Agreement, we agreed with SpinCo to provide transition service support to the other for various periods of time of up to 18 months in the areas of finance, tax, human resources, legal and information technology.

Such services are provided on customary commercial terms, and each such service can be terminated prior to the expected termination date of such service if it is no longer required.

The Transition Services Agreement was negotiated in the context of a parent-subsidiary relationship and in the context of the Separation.

Transactions under this agreement did not have a material impact to our financial statements for the three-and-nine-months ended September 30, 2023.

Tax Matters Agreement

The Tax Matters 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.

Employee Matters Agreement

The Employee Matters Agreement, among other things, governs Crane NXT’s, SpinCo’s and their respective subsidiaries’ rights, responsibilities and obligations after the Separation with respect to the following matters:

(i) employees and former employees (and their respective dependents and beneficiaries) who are or were employed with Crane NXT, SpinCo or their respective subsidiaries, (ii) the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans, (iii) employee compensation plans and director compensation plans, including equity plans, and (iv) other human resources, employment and employee benefits matters.

Intellectual Property Matters Agreement

The Intellectual Property Matters Agreement, among other things, governs the continued ownership and use by Crane NXT and SpinCo of their respective trademarks and trade names that include or are comprised of the term “Crane” in their respective businesses.

The agreements set forth the terms and conditions of the Separation and provide a framework for our relationship with SpinCo following the Separation, including the allocation between us and SpinCo of our and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.

These agreements include the Separation and Distribution Agreement, which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Basis of Presentation

1 unchanged sentence

All such adjustments are of a normal recurring nature.

These Unaudited Consolidated and Combined Condensed Financial Statements should be read in conjunction with the Crane NXT Combined Financial Statements and Notes to Combined Financial Statements for the year ended December 31, 2022, previously filed on Form 8-K on April 3, 2023, and the Crane NXT Condensed Combined Financial Statements and Notes to the Condensed Combined Financial Statements for the quarter ended March 31, 2023 filed on Form 8-K on May 10, 2023.

These Unaudited Consolidated and Combined Condensed 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, 2023, previously filed on Form 10-K on February 22, 2024.

The Business' financial statements for periods prior to the Separation are prepared on a "carve-out" basis, as described below.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Basis of Presentation Prior to the Separation

11 unchanged sentences

However, cash balances primarily associated with certain of our foreign entities that did not participate in Holdings’ cash management program have been included in the Unaudited Consolidated and Combined Condensed Financial Statements.

Transactions between Holdings and the Business are deemed to have been settled immediately through “Crane Net Investment.” The net effect of the deemed settled transactions is reflected in the Unaudited Consolidated and Combined Condensed Statements of Cash Flows as “Net transfers to Crane” within financing activities and in the Unaudited Consolidated and Combined Condensed Balance Sheets as “Crane Net Investment.” Other transactions, which have historically been cash-settled, are reflected in the Unaudited Consolidated and Combined Condensed Balance Sheets within “Accounts receivable, net” and “Accounts payable.”

All intercompany accounts and transactions within the Business have been eliminated in the preparation of the Unaudited Consolidated and Combined Condensed Financial Statements.

3 unchanged sentences

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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

We considered the applicability and impact of all 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 our Unaudited Consolidated and Combined Condensed Statements of Operations, Balance Sheets and Cash Flows.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which intends to improve reportable segment disclosure requirements.

The new standard includes new requirements to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within the reported segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported segment's profit or loss to assess performance and allocate resources.

The standard is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted.

The Company is currently evaluating the potential impact of this standard on its Consolidated and Combined Financial Statements and Disclosures.

We do not expect the new standard to have a material impact on our disclosures.

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 Consolidated and Combined Financial Statements and Disclosures.

We do not expect the new standard to have a material impact on our 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 Consolidated and Combined Condensed Statements of Operations, Balance Sheets and Cash Flows.

Note 2 - Related Parties

5 unchanged sentences

These services included treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services.

The costs associated with these services generally included all payroll and benefit costs,

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

as well as overhead costs related to the support functions.

The costs associated with these services generally included all payroll and benefit costs, as well as overhead costs related to the support functions.

Holdings also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in Holdings sponsored plans.

1 unchanged sentence

All such amounts were deemed incurred and settled by the Business in the period in which the costs were recorded.

The allocated centralized costs for the Business were $ 0.0 million and $ 13.5 million for the three-and-nine-months ended September 30, 2023, respectively, and $ 8.7 million and $ 23.3 million for the three-and-nine-months ended September 30, 2022, respectively.

The allocated centralized costs for the Business were $ 13.5 million for the three months ended March 31, 2023.

These costs are included in “Selling, general and administrative” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

In the opinion of our management, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided to or for the benefit received by the Business during 2022 and 2023 prior to the Separation.

The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors.

2 unchanged sentences

Separation Costs .

In connection with the Separation, we have incurred transaction related expenses of $ 2.7 million and $ 19.7 million for the three-and-nine-months ended September 30, 2023, respectively, recorded in “Selling, general and administrative” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

Expenses primarily consist of professional service fees.

There were no allocated costs in relation to the Separation for the three-and-nine-months ended September 30, 2022.

In connection with the Separation, we incurred transaction related expenses of $ 1.8 million for the three months ended March 31, 2023, recorded in “Selling, general and administrative” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

Expenses primarily consisted of professional service fees.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Cash Management and Financing.

4 unchanged sentences

However, certain legal entities did not participate in Holdings’ centralized cash management program for a variety of reasons.

As such, the Business’ cash that was not included in the centralized cash management and financing programs is classified as “Cash and cash equivalents” on our Unaudited Consolidated and Combined Condensed Balance Sheets.

As a result of the Separation, a one-time cash dividend of $ 275 million was issued on April 3, 2023, prior to the Separation, from SpinCo to Holdings, as well as a cash transfer of $ 84 million from Holdings to us.

These contributions of net assets are recorded on the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity through “Crane Net Investment.”

Accounts Receivable and Payable.

Certain related party transactions between the Business and Holdings have been included within “Crane Net Investment” in the Unaudited Consolidated and Combined Condensed Balance Sheets in the historical periods presented when the related party transactions were not settled in cash.

As of December 31, 2022, “Crane Net Investment” included related party loans receivable due from Holdings and its affiliates of $ 27.2 million, and related party loans payable due to Holdings and its affiliates of $ 232.1 million.

We recorded related party interest expense related to the loan activity with Holdings and its affiliates of $ 0.0 million and $ 2.5 million for the three-and-nine-months ended September 30, 2023, respectively;

and $ 3.6 million and $ 10.9 million for the three-and-nine-months ended September 30, 2022, respectively, which are included in the Business’ results as “Related party interest expense” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

The total effect of the settlement of these related party transactions is reflected with “Net transfers to Crane” as a financing activity in the Unaudited Consolidated and Combined Condensed Statements of Cash Flows.

Additionally, prior to the Separation, certain transactions between the Business and other Holdings affiliates were cash-settled on a current basis and, therefore, are reflected in Accounts receivable, net and Accounts payable in the Unaudited Consolidated and Combined Condensed Balance Sheets as of December 31, 2022 in the amounts of $ 0.1 million and $ 1.7 million, respectively.

As of September 30, 2023, there were no outstanding Accounts receivable, net or Accounts payable with other Holdings affiliates related to such transactions.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Certain related party transactions between the Business and Holdings have been included within “Crane Net Investment” in the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity in the historical periods presented when the related party transactions were not settled in cash.

We recorded related party interest expense related to the loan activity with Holdings and its affiliates of $ 2.5 million for the three months ended March 31, 2023, which are included in the Business’ results as “Related party interest expense” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

The total effect of the settlement of these related party transactions is reflected within “Net transfers to Crane” as a financing activity in the Unaudited Consolidated and Combined Condensed Statements of Cash Flows.

After the Separation, SpinCo and its subsidiaries were identified as related parties.

As of March 31, 2024, we had net outstanding payables with SpinCo and its subsidiaries of $ 0.1 million related to the transition services agreement and net outstanding receivables with SpinCo and its subsidiaries of $ 6.6 million related to indemnification under the tax matters agreement.

As of December 31, 2023, we had net outstanding receivables with SpinCo and its subsidiaries of $ 0.3 million related to the transition services agreement and $ 4.5 million related to indemnification under the tax matters agreement.

Note 3 - Segment Results

Our segments are reported on the same basis used internally for evaluating performance and for allocating resources.

As of September 30, 2023, we had two reportable segments:

As of March 31, 2024, we had two reportable segments:

Crane Payment Innovations and Crane Currency.

1 unchanged sentence

Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, depreciation, and other administrative costs.

A brief description of each of our segments as of September 30, 2023, is as follows:

A brief description of each of our segments as of March 31, 2024, is as follows:

Crane Payment Innovations

1 unchanged sentence

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, Switzerland and Germany, with additional sales offices across the world.

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.

Crane Currency

1 unchanged sentence

Facilities are located in the United States, Sweden and Malta.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Financial information by reportable segment is set forth below.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

12 unchanged sentences

Income before income taxes $ 46.7 $ 54.6

(in millions) September 30, 2023 December 31, 2022

(in millions) March 31, 2024 December 31, 2023

Crane Payment Innovations $ 1,240.6 $ 1,279.1

2 unchanged sentences

Total $ 2,098.7 $ 2,129.4

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

(in millions) September 30, 2023 December 31, 2022

(in millions) March 31, 2024 December 31, 2023

Crane Payment Innovations $ 616.1 $ 626.7

4 unchanged sentences

The following table presents net sales disaggregated by product line for each segment:

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2024 2023

5 unchanged sentences

Net sales $ 313.6 $ 329.1

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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 September 30, 2023, our performance obligations were $ 454.9 million.

We expect to recognize approximately 61 % of our remaining performance obligations as revenue in 2023, and the remainder primarily in 2024.

As of March 31, 2024, our performance obligations were $ 422.0 million.

We expect to recognize approximately 83 % of our remaining performance obligations as revenue in 2024, 11 % in 2025 and the balance thereafter.

Contract Assets and Contract Liabilities

5 unchanged sentences

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” in our Unaudited Consolidated and Combined Condensed Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Unaudited Consolidated and Combined Condensed Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.

We report contract assets, which are included within “Other current assets” in our Unaudited Consolidated and Condensed Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” and “Other liabilities” on our Unaudited Consolidated and Condensed 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) September 30, 2023 December 31, 2022

(in millions) March 31, 2024 December 31, 2023

Contract assets $ 41.7 $ 30.3

Contract liabilities $ 86.3 $ 92.5

We recognized revenue of $ 17.5 million and $ 73.8 million during the three-and- nine -months ended September 30, 2023, related to contract liabilities as of December 31, 2022.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

We recognized revenue of $ 27.7 million during the three months ended March 31, 2024, related to contract liabilities as of December 31, 2023.

Note 5 - Earnings Per Share

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On April 3, 2023, 56.7 million shares of our common stock, par value $ 1.00 per share, were distributed to Holdings stockholders of record as of March 23, 2023.

This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation and such shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

This share amount is utilized for the calculation of basic and diluted earnings per share for periods presented prior to the Separation and such shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Crane NXT stock-based awards outstanding prior to the Separation.

The weighted average number of common shares outstanding during the three-and-nine-months ended September 30, 2023 was based on the weighted average number of common shares after the Separation.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share data) 2024 2023

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Earnings per diluted share $ 0.66 $ 0.77

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 0.4 million for the three months ended September 30, 2023 and 0.4 million for the six months from the Separation ended September 30, 2023.

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 0.3 million for the three months ended March 31, 2024.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 6 - 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 Consolidated and Combined Condensed Balance Sheets.

(in millions) Pension and Postretirement Plan a

The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Unaudited Consolidated and Condensed Balance Sheets.

(in millions) Pension and Postretirement Benefits (a)

Currency Translation Adjustment Total

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Net period other comprehensive loss ( 0.4 ) ( 26.7 ) ( 27.1 )

Balance as of September 30, 2023 $ 7.5 $ ( 159.8 ) $ ( 152.3 )

Net of tax detriment of $ 1.8 million and $ 2.1 million as of September 30, 2023 and December 31, 2022, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three-and-nine - month periods ended September 30, 2023, and 2022.

Balance as of March 31, 2024 $ 3.4 $ ( 149.1 ) $ ( 145.7 )

(a) Net of tax detriment of $ 1.4 million and $ 1.5 million as of March 31, 2024 and December 31, 2023, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three month periods ended March 31, 2024, and 2023.

Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Unaudited Consolidated and Combined Condensed Statements of Operations.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2024 2023

Amortization of pension items:

Amortization of pension components:

Prior service costs $ ( 0.2 ) $ ( 0.2 )

Net loss 0.1 —

Amortization of postretirement items:

Amortization of postretirement components:

Prior service costs ( 0.2 ) ( 0.3 )

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Total reclassifications for the period $ ( 0.4 ) $ ( 0.5 )

Note 7 - Defined Benefit and Postretirement Benefits

For all plans, the components of net periodic benefit for the three months ended September 30, 2023, and 2022 are as follows:

Pension Postretirement

(in millions) 2023 2022 2023 2022

Service cost $ 0.5 $ 0.6 $ — $ —

Interest cost 0.5 0.2 0.2 0.2

Expected return on plan assets ( 0.8 ) ( 0.8 ) — —

Amortization of prior service cost ( 0.1 ) ( 0.1 ) ( 0.3 ) ( 0.3 )

Amortization of net (gain) loss — 0.3 ( 0.2 ) —

Net periodic expense (benefit) $ 0.1 $ 0.2 $ ( 0.3 ) $ ( 0.1 )

For all plans, the components of net periodic benefit for the nine months ended September 30, 2023, and 2022 are as follows:

Note 7 - Pension and Postretirement Benefits

For all plans, the components of net periodic benefit for the three months ended March 31, 2024, and 2023 are as follows:

Pension Postretirement

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Net periodic expense (benefit) $ 0.1 $ — $ ( 0.3 ) $ ( 0.2 )

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

T he components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

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Expected contributions in 2024

Amounts contributed during the nine months ended September 30, 2023 $ 2.1 $ 1.4

Amounts contributed during the three months ended March 31, 2024

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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Our effective tax rates are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Three Months Ended March 31,

Effective Tax Rate 19.0 % 20.0 %

Our effective tax rates for the three-and-nine-months ended September 30, 2023 are lower than the prior year’s comparable periods primarily due to a foreign tax credit return to provision adjustment recorded in the prior year’s comparable periods.

Our effective tax rates for the three-and-nine-months ended September 30, 2023 are higher than the statutory U.S.

federal tax rate of 21% primarily due to US state income taxes.

Our effective tax rate for the three months ended March 31, 2024 is lower than the prior year’s comparable period primarily due to a higher equity compensation deduction.

Our effective tax rate for the three months ended March 31, 2024 is lower than the statutory U.S.

federal tax rate of 21% primarily due to a higher equity compensation deduction.

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 have adopted Pillar 2 and the impact of this adoption on our business is immaterial.

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Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities.

The change from presenting our financials on a “carve-out” basis to a stand-alone entity basis at the time of the Separation resulted in an increase in uncertain tax positions of $ 15.6 million and a related $ 8.5 million tax indemnification receivable from SpinCo adjusted in our Unaudited Consolidated and Combined Condensed Statements of Changes in Equity through “Crane Net Investment” upon the Separation.

As of September 30, 2023, we had gross unrecognized tax benefits of $ 23.8 million included in “Other liabilities” in our Unaudited Consolidated and Combined Condensed Balance Sheets.

The Accrued Income Tax Liability computed on a stand-alone entity basis resulted in a decrease of approximately $ 10.2 million adjusted in our Unaudited Consolidated and Combined Condensed Statements of Changes in Equity through “Crane Net Investment” upon the Separation.

As of March 31, 2024, we had gross unrecognized tax benefits of $ 19.3 million included in “Other liabilities” in our Unaudited Consolidated and Condensed Balance Sheets.

Note 9 - Goodwill and Intangible Assets

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Currency translation ( 10.6 ) ( 0.5 ) ( 11.1 )

Balance as of September 30, 2023

Balance as of March 31, 2024

$ 616.1 $ 214.0 $ 830.1

As of September 30, 2023, we had $ 314.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

As of March 31, 2024, we had $ 297.0 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

As of December 31, 2023, we had $ 308.9 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

Changes to intangible assets are as follows:

(in millions) Nine Months Ended September 30, 2023 Year Ended December 31, 2022

(in millions) Three Months Ended March 31, 2024 Year Ended December 31, 2023

Balance at beginning of period, net of accumulated amortization $ 308.9 $ 344.9

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A summary of intangible assets are as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in millions) Weighted Average

Amortization Period of Finite Lived Assets (in years) Gross

Amortization Period of Finite Lived Assets

(in years) Gross

Asset Accumulated

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Accrued liabilities consist of:

(in millions) September 30,

(in millions) March 31,

2024 December 31,

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Employee related expenses 29.2 62.3

Accrued interest 5.9 6.5

Current lease liabilities 7.9 7.2

Accrued interest 6.0 6.3

Warranty 5.8 5.6

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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 September 30, 2023, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

We believe that as of March 31, 2024, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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The agreement specifies the allocation of tax liabilities between us and SpinCo, and we and SpinCo agreed to indemnify each other for any amounts for which they are not responsible.

As of September 30, 2023, there were no amounts owing to SpinCo pursuant to this agreement.

As of March 31, 2024, there were no amounts owing to SpinCo pursuant to this agreement.

The Tax Matters Agreement also specifies allocation of tax liabilities in the event that the Distribution is determined not to be tax-free.

We believe that as of September 30, 2023, there was no reasonable possibility that such a tax liability will be incurred in connection with the Distribution.

We believe that as of March 31, 2024, there was no reasonable possibility that such a tax liability will be incurred in connection with the Distribution.

Note 12 - Financing

Our debt consisted of the following:

(in millions) September 30,

(in millions) March 31,

2024 December 31,

Term Facility $ 5.2 $ 4.6

4.45 % notes due December 2023

Revolving Facility 25.0 —

Total short-term borrowings (a)

$ 6.6 $ 299.7

Term Facility $ 97.4 $ 98.5

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$ 639.6 $ 640.3

(a) Debt discounts and debt issuance costs totaled $ 10.4 million and $ 5.6 million as of September 30, 2023, and December 31, 2022, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

4.45 % notes due December 2023 - On March 3, 2023, Holdings notified bondholders of its intent to redeem all its outstanding $ 300 million aggregate principal amount of its 4.45 % senior notes due 2023 on April 4, 2023.

We completed the redemption on April 4, 2023.

(a) Debt discounts and debt issuance costs totaled $ 9.5 million and $ 10.1 million as of March 31, 2024, and December 31, 2023, respectively, and 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 - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for (i) a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and (ii) a $ 350 million, three-year term loan facility (the “Term Facility”), funding under each of which became available in connection with the Separation, upon the satisfaction of customary conditions of facilities of this type.

On March 31, 2023, we borrowed the full amount of the Term Facility.

During the three-and-nine months ended September 30, 2023, we repaid $ 125 million and $ 175 million, respectively, of the Term Facility.

In the three months ended March 31, 2024, we drew down $ 30.0 million and repaid $ 5.0 million on our Revolving Facility.

The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs.

Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs.

Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin determined based on the lower of the ratings of our senior, unsecured long-term debt (the “Ratings”) and our total net leverage ratio.

Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin as determined by the lower of corporate family credit ratings issued by Moody’s and S&P (the “Ratings”) and our total net leverage ratio.

We are required to pay a fee on undrawn commitments under the Revolving Facility at a rate per annum that ranges from 0.20 % to 0.35 %, based on the lower of the Ratings and our total net leverage ratio.

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The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.

We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange.

We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows.

We do not hold or issue derivative financial instruments for trading or speculative purposes.

Foreign exchange contracts not designated as hedging instruments had a notional value $ 85.7 million as of December 31, 2022.

We had no such hedging instruments as of September 30, 2023.

Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates.

Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy.

Such derivative receivable amounts are recorded within “Other current assets” on our Unaudited Consolidated and Combined Condensed Balance Sheets and were $ 5.8 million as of December 31, 2022.

We had no such derivative receivables as of September 30, 2023.

Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in our Supplemental Executive Retirement Plan.

These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy.

During the second quarter of 2023, the rabbi trust investments were distributed to the beneficiaries and the rabbi trust investment account was closed.

The fair value of available-for-sale securities was $ 0.4 million as of December 31, 2022 and is recorded within “Other assets” on our Unaudited Consolidated and Combined Condensed Balance Sheets.

We had no such fair value of available-for-sale securities as of September 30, 2023.

As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both.

The modification of the performance-based restricted share units resulted in a liability recorded upon Separation for awards that will be settled in SpinCo’s shares.

The amount of the liability is measured at fair value using level 1 inputs such as the quoted market price of the underlying company’s stock.

The fair value of the liability was $ 1.0 million and $ 1.9 million as of March 31, 2024, and December 31, 2023, respectively.

Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange.

The estimated fair value of notes due, measured using Level 2 inputs, was $ 416.9 million and $ 753.1 million as of September 30, 2023, and December 31, 2022, respectively.

The estimated fair value of notes due, measured using Level 2 inputs, was $ 454.4 million and $ 469.5 million as of March 31, 2024, and December 31, 2023, respectively.

Note 14 - Restructuring

2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions in CPI of approximately 140 employees, or about 4 % of our global workforce.

We expect to substantially complete the program in the first quarter of 2024 in the U.S.

with foreign jurisdictions extending through the end of 2026.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

We did no t incur significant restructuring costs during the nine months ended September 30, 2023, or September 30, 2022.

We have incurred $ 6.2 million of cumulative restructuring costs, net through September 30, 2023, of which $ 5.7 million related to severance and $ 0.5 million related to other costs.

2024 Restructuring - In the first quarter of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 2.7 million of severance charges during the three months ended March 31, 2024.

We do no t expect to incur additional costs to complete these actions.

The following table summarizes the accrual balances related to the 2022 restructuring program:

(in millions) 2022 Restructuring

We expect to substantially complete the restructuring program in 2025.

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, net through March 31, 2024, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

We do no t expect to incur additional costs to complete these actions.

We expect to substantially complete the program in 2024 in the U.S., with foreign jurisdictions extending through 2026.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

The following table summarizes the accrual balances related to these restructuring charges by program:

(in millions) 2024 Restructuring 2022 Restructuring Total

Balance as of December 31, 2023 (a)

$ — $ 0.6 $ 0.6

Utilization ( 1.7 ) ( 0.1 ) ( 1.8 )

Balance as of September 30, 2023 (a)

Included within “Accrued Liabilities” in the Unaudited Consolidated and Combined Condensed Balance Sheets.

Balance as of March 31, 2024 (a)

$ 1.0 $ 0.5 $ 1.5

Included within “Accrued Liabilities” in the Unaudited Consolidated and Condensed Balance Sheets.

Included within “Restructuring charges, net” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

Note 15 - Subsequent Events

On May 3, 2024, we acquired the OpSec Security business (“OpSec”), for a base purchase price of $ 270 million on a cash-free and debt-free basis, subject to a later adjustment reflecting OpSec’s net working capital, cash, the assumption of certain debt-like items, and OpSec's transaction expenses.

We utilized $ 210 million from our Revolving Facility and cash on hand to fund the acquisition.

Transaction costs incurred for the quarter ended March 31, 2024 were $ 3.9 million.

OpSec is a global leader in brand protection and authentication solutions, serving the world’s most recognized brands, as well as government agencies and financial institutions.

The Company is in process of determining the purchase price allocation and therefore the related disclosure is not practicable, due to the timing of the acquisition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements