cxt-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One:


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 1-1657

CRANE NXT, CO.

(Exact name of registrant as specified in its charter)



Delaware						88-0706021
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


950 Winter Street 4th Floor North	Waltham	MA	02451
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: 781-755-6868

(Not Applicable)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	CXT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s classes of common stock, as of April 30, 2025

Common stock, $1.00 Par Value – 57,365,810 shares

Crane NXT, Co.

Table of Contents

Form 10-Q

Page

Part I - Financial Information

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations

Page 3

Condensed Consolidated Statements of Comprehensive Income

Page 4

Condensed Consolidated Balance Sheets

Page 5

Condensed Consolidated Statements of Cash Flows

Page 7

Condensed Consolidated Statements of Changes in Equity

Page 9

Notes to Condensed Consolidated Financial Statements

Page 10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page 22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Page 28

Item 4.

Controls and Procedures

Page 28

Part II - Other Information

Page 29

Page 29

Unregistered Sales of Equity Securities and Use of Proceeds

Page 29

Item 3.

Defaults Upon Senior Securities

Page 29

Item 4.

Mine Safety Disclosures

Page 29

Page 29

Page 30

Page 31

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended
	March 31,
(in millions, except per share data)		2025		2024
Net sales		$	330.3	$	313.6
Operating costs and expenses:
Cost of sales		190.1		161.2
Selling, general and administrative		102.9		94.3


Restructuring charges		—		2.7
Operating profit		37.3		55.4
Other income (expense):
Interest income		0.2		0.6
Interest expense		(11.5)		(9.9)

Miscellaneous income, net		2.1		0.6
Total other expense, net		(9.2)		(8.7)
Income before income taxes		28.1		46.7
Provision for income taxes		6.4		8.9




Net income attributable to common shareholders		$	21.7	$	37.8

Earnings per share:


Basic		$	0.38	$	0.66
Diluted		$	0.38	$	0.66





Average shares outstanding:
Basic		57.3		57.0
Diluted		57.9		57.7

Dividends per share		$	0.17	$	0.16

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended
	March 31,
(in millions)		2025		2024
Net income attributable to common shareholders		$	21.7	$	37.8
Components of other comprehensive income (loss), net of tax
Currency translation adjustment		31.1		(26.7)
Changes in pension and postretirement plan assets and benefit obligation, net of tax		(0.2)		(0.4)
Other comprehensive income (loss), net of tax		30.9		(27.1)
Comprehensive income attributable to common shareholders		$	52.6	$	10.7

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	173.8	$	165.8
Accounts receivable, net of allowance for credit losses of $7.9 as of March 31, 2025 and $7.7 as of December 31, 2024	274.0		265.9
U.S. and foreign taxes on income	7.9		8.6
Inventories, net:
Finished goods	31.5		19.2
Finished parts and subassemblies	25.1		24.3
Work in process	14.3		14.3
Raw materials	87.4		87.0
Inventories, net	158.3		144.8
Other current assets	62.9		57.4
Total current assets	676.9		642.5
Property, plant and equipment:
Cost	620.2		599.8
Less: accumulated depreciation	344.2		327.5
Property, plant and equipment, net	276.0		272.3
Long-term deferred tax assets	0.7		2.2
Intangible assets, net	412.3		419.3
Goodwill	964.5		956.6

Other assets	98.3		93.6
Total assets	$	2,428.7	$	2,386.5

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions, except per share and share data)	March 31, 2025		December 31, 2024
Liabilities and equity
Current liabilities:
Short-term borrowings	$	263.5	$	210.0
Accounts payable	87.3		116.6
Accrued liabilities	197.8		211.2
U.S. and foreign taxes on income	15.0		24.6
Total current liabilities	563.6		562.4
Long-term debt	541.1		540.6
Accrued pension and postretirement benefits	19.2		19.4
Long-term deferred tax liability	118.2		119.0
Other liabilities	80.0		80.2

Total liabilities	1,322.1		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	1,710.9		1,719.9
Retained earnings	280.4		268.4
Accumulated other comprehensive loss	(141.7)		(172.6)
Treasury stock	(815.4)		(823.2)
Total equity	1,106.6		1,064.9
Total liabilities and equity	$	2,428.7	$	2,386.5


Share data:
Common shares issued	72,441,647		72,441,647
Less: Common shares held in treasury	15,084,188		15,244,500
Common shares outstanding	57,357,459		57,197,147

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended
	March 31,
(in millions)	2025		2024
Operating activities:
Net income attributable to common shareholders	$	21.7	$	37.8


Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	21.6		18.5
Stock-based compensation expense	2.9		2.3



Deferred income taxes	(0.5)		0.2
Cash used for operating working capital	(61.4)		(50.8)

Other	(3.4)		1.5
Total (used for) provided by operating activities	(19.1)		9.5
Investing activities:


Capital expenditures	(13.1)		(12.5)
Settlement of forward contracts	(0.5)		—


Total used for investing activities	(13.6)		(12.5)
Financing activities:
Dividends paid	(9.7)		(9.1)

Proceeds from stock options exercised	0.6		1.6
Payment of tax withholding on equity awards vested	(5.6)		(6.2)
Debt issuance costs	(0.8)		—



Proceeds from revolving credit facility	106.0		30.0
Repayment of revolving credit facility	(52.5)		(5.0)

Repayment of term loan	—		(0.7)

Total provided by financing activities	38.0		10.6
Effect of exchange rates on cash, cash equivalents and restricted cash	6.7		(7.9)
Increase (decrease) in cash, cash equivalents and restricted cash	12.0		(0.3)
Cash, cash equivalents and restricted cash at beginning of period1	173.4		227.2
Cash, cash equivalents and restricted cash at end of period2	$	185.4	$	226.9

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 $0.1 million as of March 31, 2025, and 2024, respectively. Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $10.7 million and $6.2 million as of March 31, 2025, and 2024, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended
	March 31,
(in millions)	2025		2024
Detail of cash used for operating working capital:
Accounts receivable	$	1.5	$	28.2
Inventories	(9.8)		(11.7)
Other current assets	(5.0)		(14.5)
Accounts payable	(27.3)		(16.3)
Accrued liabilities	(11.5)		(36.8)
U.S. and foreign taxes on income	(9.3)		0.3
Total	$	(61.4)	$	(50.8)

Supplemental disclosure of cash flow information:
Interest paid	$	10.7	$	9.2
Income taxes paid	$	15.9	$	8.7
Unpaid capital expenditures	$	1.4	$	2.0

See Notes to Unaudited Condensed Consolidated Financial Statements.

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
Balance as of December 31, 2024	$	72.4	$	1,719.9	$	268.4	$	(172.6)	$	(823.2)	$	1,064.9
Net income attributable to common shareholders	—		—		21.7		—		—		21.7
Cash dividends ($0.17 per share)	—		—		(9.7)		—		—		(9.7)
Exercise of stock options of 21,879 shares	—		—		—		—		0.6		0.6

Impact from settlement of share-based awards, net of shares acquired	—		(11.7)		—		—		7.2		(4.5)
Stock-based compensation expense	—		2.7		—		—		—		2.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax	—		—		—		(0.2)		—		(0.2)
Currency translation adjustment	—		—		—		31.1		—		31.1
Balance as of March 31, 2025	$	72.4	$	1,710.9	$	280.4	$	(141.7)	$	(815.4)	$	1,106.6


(in millions)	Common Shares Issued at Par Value		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
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

See Notes to Unaudited Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED 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 institutions 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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 2 - Related Parties

After the Separation, SpinCo and its subsidiaries became related parties. As of March 31, 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

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 preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC 805. Potential adjustments are not expected to be material in relation to the preliminary values presented below:


Net assets acquired (in millions)
Total current assets	$	33.6
Property, plant and equipment	17.3
Other assets	6.9
Intangible assets	155.5
Goodwill	133.7
Total assets acquired	$	347.0

Total current liabilities	$	37.4
Other liabilities	41.2
Total assumed liabilities	$	78.6
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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

The 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

SEC Form 10-Q filed by Crane NXT Co.